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EXHIBIT 10.61
EXECUTION COPY
XXXXXX FUNDING MASTER TRUST
AMENDED AND RESTATED SERIES 1994-3 SUPPLEMENT
Dated as of March 8, 2000
to
AMENDED AND RESTATED
POOLING AGREEMENT
Dated as of March 8, 2000
Among
XXXXXX FUNDING INC.,
XXXXXX MICRO INC.,
as Master Servicer
and
THE CHASE MANHATTAN BANK,
as Trustee
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TABLE OF CONTENTS
Page
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ARTICLE I Definitions........................................................2
SECTION 1.01. Definitions...............................................2
ARTICLE II Designation of Term Certificates; Purchase and Sale
of the Term Certificates.........................................13
SECTION 2.01. Designation..............................................13
SECTION 2.02. The Term Certificates and Series 1994-3
Subordinated Interest....................................13
SECTION 2.03. Delivery.................................................13
SECTION 2.04. Restrictions on Transfer.................................13
SECTION 2.05. Representations of the Purchasers........................14
SECTION 2.06. Application of Proceeds..................................16
SECTION 2.07. Sale of Additional Term Certificates.....................16
ARTICLE III Article III of the Agreement....................................17
SECTION 3.01. Establishment of Trust Accounts..........................18
SECTION 3.02. Daily Allocations........................................19
SECTION 3.03. Determination of Interest................................20
SECTION 3.04. Determination of Series 1994-3 Principal.................21
SECTION 3.05. Applications.............................................22
SECTION 3.06. Make-Whole Amount........................................24
ARTICLE IV Distributions and Reports........................................24
SECTION 4.01. Distributions............................................25
SECTION 4.02. Statements and Notices...................................25
SECTION 4.03. Notices..................................................27
SECTION 4.04. Audit and Inspection Rights..............................27
ARTICLE V Additional Early Amortization Events..............................29
SECTION 5.01. Additional Early Amortization Events.....................29
ARTICLE VI Servicing Fee....................................................31
SECTION 6.01. Servicing Compensation...................................31
ARTICLE VII Covenants, Representations and Warranties.......................32
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SECTION 7.01. Representations and Warranties of the Company
and the Master Servicer..................................32
SECTION 7.02. Covenants of the Company and the Master Servicer.........32
SECTION 7.03. Negative Covenant of the Company; Covenants
of the Master Servicer...................................32
ARTICLE VIII Miscellaneous..................................................33
SECTION 8.01. Ratification of Agreement................................33
SECTION 8.02. Governing Law............................................33
SECTION 8.03. Further Assurances.......................................33
SECTION 8.04. No Waiver; Cumulative Remedies...........................33
SECTION 8.05. Amendments...............................................33
SECTION 8.06. Notices..................................................34
SECTION 8.07. Counterparts.............................................34
SECTION 8.08. No Bankruptcy Petition...................................35
SECTION 8.09. Limitation on Addition and Termination of Sellers........35
SECTION 8.10. Certificateholder List...................................36
SECTION 8.11. Late Charge..............................................36
SECTION 8.12. Final Payment; Surrender of Certificates.................37
SECTION 8.13. Rights of the Trustee....................................37
SECTION 8.14. Waiver of Past Defaults..................................37
SECTION 8.15. Amendment of Policies....................................38
ARTICLE IX Final Distributions..............................................38
SECTION 9.01. Certain Distributions....................................38
EXHIBITS
Exhibit A Form of Class A Certificate, Series 1994-3
Exhibit B Form of Daily Report
Exhibit C Form of Monthly Settlement Statement
Exhibit D Form of Purchaser Letter
SCHEDULES
Schedule 1 Trust Accounts
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AMENDED AND RESTATED SERIES 1994-3 SUPPLEMENT dated as of March 8, 2000
(this "Supplement"), among XXXXXX FUNDING, INC., a Delaware corporation (the
"Company"), XXXXXX MICRO INC., a Delaware corporation, as Master Servicer (the
"Master Servicer") and THE CHASE MANHATTAN BANK, a New York banking corporation,
as trustee (together with its successors in such capacity, the "Trustee") under
the Agreement.
W I T N E S S E T H :
WHEREAS, on March 24, 1994 the Company, the predecessor to the Master
Servicer and the Trustee entered into that certain Series 1994-3 Supplement to
the Xxxxxx Funding Master Trust Pooling and Servicing Agreement dated as of
February 12, 1993 (the Series 1994-3 Supplement as amended to date, the
"Existing 1994-3 Supplement" and the Xxxxxx Funding Master Trust Pooling and
Servicing Agreement as amended to date, the "Existing Pooling Agreement");
WHEREAS, the parties hereto have entered into the Amended and Restated
Pooling Agreement, dated as of March 8, 2000 which amends and restates the
Existing Pooling Agreement (the "Agreement"); and
WHEREAS, the parties hereto wish to amend and restate the Existing
1994-3 Supplement as hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby expressly acknowledged, the parties
hereto agree as follows:
General
From and after the date hereof the terms of this amended and restated
1994-3 Supplement shall be effective with respect to the various certificates
issued under the Existing 1994-3 Supplement. As a part of the amendments made
hereby, the names of such certificates are also being amended as follows.
The Certificates referred to under the Existing 1994-3 Supplement as:
"7.17% Asset-Backed Certificates, Series 1994-3, Class A" shall
henceforth be named "Class A Certificates, Series 1994-3" and shall
be in the form of Exhibit A to this Supplement.
Upon return of the existing certificates referred to above, the
Trustee shall authenticate and deliver replacement certificates in the
corresponding form to each holder of such existing certificates, or their
nominee as designated in writing to the Trustee.
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ARTICLE I
Definitions
SECTION 1.01. Definitions.
(a) The following words and phrases shall have the following meanings
with respect to Series 1994-3 and the definitions of such terms are applicable
to the singular as well as the plural form of such terms and to the masculine
as well as the feminine and neuter genders of such terms:
"Accrual Period" shall mean, with respect to Series 1994-3, the period
from and including a Payment Date to but excluding the succeeding Payment Date.
"Accrued Expense Amount" shall mean, for each Business Day during an
Accrual Period, the sum of (a) the Series 1994-3 Daily Interest Expense
determined as of such Business Day, (b) in the case of each of the first ten
Business Days in the Accrual Period, one-tenth of the Series 1994-3 Monthly
Servicing Fee (up to the amount thereof due and payable on the succeeding
Payment Date, and (c) all Program Costs that have accrued since the preceding
Business Day.
"Aged Receivables Ratio" shall mean, as of the last day of each
Settlement Period and calculated as provided in Section 1.01(f), the percentage
equivalent of a fraction, the numerator of which shall be the sum of (a) the
aggregate unpaid balance of Receivables originated by the Seller that were 91
to 120 days past due and (b) the aggregate amount of Charged-Off Receivables of
the Seller that were charged off as uncollectible prior to the day that is 91
days after its original due date during such Settlement Period, and the
denominator of which shall be the aggregate Principal Amount of Receivables
originated by the Seller during the fourth prior Settlement Period.
"Aggregate Commitment Amount" shall have the meaning set forth in
Section 1.01 of the Series 2000-1 Supplement.
"Applicable Early Amortization Event" shall have the meaning set forth
in Section 3.06.
"Call Date" shall mean the first Payment Date following the
commencement of the Series 1994-3 Amortization Period which results from an
Applicable Early Amortization Event and on which principal is payable on the
Class A Certificates.
"Carrying Cost Reserve Ratio" shall mean, as of any Settlement Report
Date and continuing until (but not including) the next Settlement Report Date,
an amount (expressed as a percentage) equal to (a) the product of (i) 2.0 times
Days Sales Outstanding as of such day and (ii) 1.50 times the Discount Rate as
of such day, divided by (b) 360.
"Change in Control" shall mean the occurrence of any event the result
of which causes the Company not to be a direct or indirect, wholly owned
Subsidiary of Xxxxxx Micro Inc.
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"Chase's Prime Rate" shall mean the rate per annum announced by Chase
from time to time as its prime rate in effect at its principal office on a
365/66 day basis; each change in Chase's Prime Rate shall be effective on the
date such change is announced to become effective.
"Class A Additional Interest" shall have the meaning assigned in
subsection 3.03(b).
"Class A Adjusted Invested Amount" shall mean, on any date of
determination, the Class A Invested Amount minus the amount on deposit in the
Series 1994-3 Principal Collection Sub-subaccount up to a maximum of the Class
A Invested Amount.
"Class A Certificate" shall mean a Class A Certificate, Series 1994-3,
executed by the Company and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A.
"Class A Certificateholder" shall mean each holder of a Class A
Certificate.
"Class A Certificate Rate" shall mean 7.17% per annum.
"Class A Initial Invested Amount" shall mean $25,000,000.
"Class A Interest Shortfall" shall have the meaning assigned in
subsection 3.03(b).
"Class A Invested Amount" shall mean, with respect to any date of
determination, an amount equal to (i) the Class A Initial Invested Amount minus
(ii) the aggregate amount of distributions to the Class A Certificateholders
(including the holders of any such subsequently issued Class A Certificates)
made in respect of principal on or prior to such date minus (iii) the aggregate
Series 1994-3 Allocable Charged-Off Amount applied to the Class A Certificates
on or prior to such date pursuant to subsection 3.04(b)(iv) plus (iv) (but only
to the extent of any unreimbursed reductions made pursuant to clause (iii)
above) the aggregate Series 1994-3 Allocable Recoveries Amount applied to the
Class A Certificates on or prior to such date pursuant to subsection 3.04
(c)(i).
"Class A Monthly Interest" shall have the meaning assigned in
subsection 3.03(a).
"Class A Ratio" shall mean, on any date of determination with respect
to the Class A Certificates, the greater of (i) the sum of the Loss Reserve
Ratio and the Dilution Reserve Ratio and (ii) the Minimum Ratio, in each case
applicable to Class A Certificates. "Code" shall mean the Internal Revenue Code
of 1986, as amended.
"Daily Report" shall mean a report prepared by the Master Servicer on
each Business Day for the period specified therein, in substantially the form
of Exhibit B.
"Days Sales Outstanding" shall mean, as of any Settlement Report Date
and continuing until (but not including) the next Settlement Report Date, the
number of days equal to the product of (i) 91 and (ii) the amount obtained by
dividing (A) the aggregate Principal Amount of Eligible Receivables as at the
last day of the Settlement Period immediately
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preceding such earlier Settlement Report Date, by (B) the aggregate Principal
Amount of Receivables generated by the Sellers for the three Settlement Periods
immediately preceding such earlier Settlement Report Date.
"Dilution Horizon" shall mean the number of days from the invoicing of
a Receivable until a Dilution Adjustment with respect to such Receivable is
issued by the Seller or the Seller receives notice that a Dilution Adjustment
will have to be issued in respect of such Receivable.
"Dilution Horizon Factor" shall mean for the period beginning on the
Effective Date through and until the sixth Settlement Report Date to occur
thereafter, 1.28 and for any six-month period thereafter (beginning and ending
on a Settlement Report Date), a fraction, the numerator of which is the dollar
weighted average Dilution Horizon of the Sellers (based upon the Dilution
Adjustment of the selected Receivables) for such period (which shall be
calculated by the Master Servicer, in accordance with its past procedures for
such calculations, selecting a random sample of approximately 1000 Dilution
Adjustment memos from the Seller created during such period and determining the
dollar weighted average Dilution Horizon therefrom) and the denominator of
which is 30.
"Dilution Period" shall mean as of any Settlement Report Date and
continuing until (but not including) the next Settlement Report Date), the
quotient of (i) the product of (A) the aggregate Principal Amount of
Receivables that were originated by the Seller during the Settlement Period
preceding such earlier Settlement Report Date and (B) the Dilution Horizon
Factor and (ii) the Aggregate Receivables Amount as of the last day of the
Settlement Period preceding such earlier Settlement Report Date.
"Dilution Ratio" shall mean, as of the last day of each Settlement
Period, an amount (expressed as a percentage) equal to the aggregate amount of
Dilution Adjustments made during such Settlement Period divided by the
aggregate Principal Amount of Receivables that were originated by the Seller
during the immediately preceding Settlement Period.
"Dilution Reserve Ratio" shall mean, as of any Settlement Report Date
and calculated as provided in Section 1.01(f) and continuing until (but not
including) the next Settlement Report Date, an amount (expressed as a
percentage) that is calculated as follows:
DRR = [(c * d) + [(e-d) * (e/d)]] * f
Where:
DRR = Dilution Reserve Ratio;
c = 2.5;
d = the twelve-month rolling average of the Dilution Ratio that
occurred during the period of twelve consecutive Settlement
Periods ending immediately prior to such earlier Settlement
Report Date;
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e = the highest Dilution Ratio that occurred during the period
of twelve consecutive Settlement Periods ending prior to such
earlier Settlement Report Date; and
f = the Dilution Period.
"Discount Rate" shall mean, as of any date of determination, the sum
of (a) the Class A Certificate Rate in effect with respect to the outstanding
Class A Certificates and (b) an amount equal to (i) the aggregate amount of
fees (other than the Servicing Fee and Program Costs) accrued with respect to
the outstanding Term Certificates during the Settlement Period immediately
preceding the most recent Settlement Report Date divided by (ii) the average
daily Series 1994-3 Invested Amount during such Settlement Period.
"Discounted Value" shall mean, with respect to any Class A
Certificate, the amount obtained by discounting all Remaining Scheduled
Payments with respect to such Class A Certificate from their respective
scheduled due dates (assuming that the scheduled due date of the principal
amount of such Class A Certificate is the Scheduled Payment Date) to the Call
Date, in accordance with accepted financial practice and at a discount factor
(applied on the same periodic basis as that on which interest on the Class A
Certificates is payable) equal to the Reinvestment Yield.
"Early Amortization Event" shall have the meanings assigned in Section
5.01 of this Supplement and Section 7.01 of the Agreement.
"Early Amortization Period" shall have the meaning assigned in Section
5.01 of this Supplement and Section 7.01 of the Agreement.
"ERISA Entity" shall mean (i) an "employee benefit plan" within the
meaning of Section 3(3) of ERISA or other retirement arrangement, individual
retirement account or Xxxxx plan, whether or not it is subject to the
provisions of Title I thereto,(ii)any plan described in Section 4975 (e)(1) of
the Code or (iii) any other entity that would be deemed to be a "benefit plan
investor" within the meaning of Department of Labor Regulation Section
2510.3-101(f)(2).
"Excess Program Costs" shall have the meaning assigned to such term
within the definition of "Program Costs".
"Foreign Investor" means any Term Certificateholder who is not a
"United States person".
"Initial Purchaser" shall have the meaning set forth in Section 4.04.
"Institutional Accredited Investor" shall mean an institutional
accredited investor, within the meaning of Rule 501(a)(1), (2), (3) or (7) of
Regulation D under the Securities Act.
"Issuance Date" shall mean March 24, 1994.
"Late Charge" shall have the meaning assigned in Section 8.11.
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"Loss Reserve Ratio" shall mean, as of any Settlement Report Date and
calculated as provided in Section 1.01(f) and continuing until (but not
including) the next Settlement Report Date, an amount (expressed as a
percentage) that is calculated as follows:
LRR = [(a * b)/c] * d * e
Where:
LRR = Loss Reserve Ratio;
a = the aggregate Principal Amount of Receivables originated by
the Seller during the three Settlement Periods immediately
preceding such earlier Settlement Report Date;
b = the highest three-month rolling average of the Aged
Receivables Ratio that occurred during the period of twelve
consecutive Settlement Periods ending prior to such earlier
Settlement Report Date;
c = the Aggregate Receivables Amount as of the last day of the
Settlement Period preceding such earlier Settlement Report Date;
d = 2.5; and
e = Payment Terms Factor.
"Majority Term Certificateholders" shall mean, on any day, Term
Certificateholders having, in the aggregate, more than 50% of the Series 1994-3
Invested Amount.
"Minimum Ratio" shall mean, as of any Settlement Report Date and
continuing until (but not including) the next Settlement Report Date, an amount
(expressed as a percentage) equal to the greater of:
(a) (a * b) + c
Where:
a = the average of the Dilution Ratios during the period of the
twelve consecutive Settlement Periods ending prior to such
earlier Settlement Report Date;
b = the Dilution Period; and
c = 15%;
and
(b) 25%.
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"Payment Date" shall mean (i) during the Series 1994-3 Revolving
Period, the 15th day of each March, June, September and December (or if such
day is not a Business Day, the next succeeding Business Day) or (ii) during the
Series 1994-3 Amortization Period, the 15th day of each month (or if such day
is not a Business Day, the next succeeding Business Day).
"Payment Terms Factor" shall mean (a) for the period from the date
hereof until the third Settlement Report Date to occur thereafter, 0.89 and (b)
for each three-month period to occur after such initial period, a fraction, the
numerator of which is the sum of (i) the weighted average payment terms (based
upon the Principal Amount of the Receivables and expressed as a number of days)
for the Receivables originated during such period and (ii) 60 and the
denominator of which is 90; provided, however, that if the Payment Terms Factor
for any period is less than the Payment Terms Factor for the immediately
preceding period, then the actual Payment Terms Factor for such current period
shall be recalculated to equal a fraction, the numerator of which is equal to
the average of the numerators used to calculate the Payment Terms Factor for
such current period and the three immediately preceding periods and the
denominator of which is 90.
"Program Costs" shall mean, for any Business Day, the sum of (i) the
product of (A) all unpaid fees and expenses due and payable to counsel to, and
independent auditors of, the Company (other than fees and expenses payable on
or in connection with the closing of the issuance of any Term Certificates) on
such Business Day and (B) a fraction, the numerator of which is the Series
1994-3 Invested Amount on such Business Day and the denominator of which is the
sum of (1) the Aggregate Commitment Amount (as defined in the Supplement for
Series 2000-1) on such Business Day and (2) the Invested Amounts with respect
to all other Series then Outstanding (excluding Series 2000-1) and (ii) all
unpaid fees and expenses due and payable to Rating Agencies rating the Term
Certificates; provided, however, that Program Costs shall not exceed $100,000
in the aggregate in any fiscal year of the Master Servicer (any amount of the
foregoing expenses, indemnities and fees in excess of $100,000 shall be
referred to herein as "Excess Program Costs").
"Purchase Termination Event" shall have the meaning assigned in
Section 7.01 of the Receivables Sale Agreement.
"Purchaser" means a holder of a certificate issued pursuant to the
Existing 1994-3 Supplement that is surrendering such certificate as
consideration for the issuance of a Class A Certificate Series 1994-3 of like
tenor and coupon.
"Qualified Institutional Buyer" has the meaning ascribed to such term
in Rule 144A(a) under the Securities Act.
"Rating Agency" shall mean the collective reference to S&P and Fitch
IBCA.
"Record Date" shall mean, with respect to the initial Payment Date, the
Business Day immediately preceding such Payment Date and, with respect to any
other Payment Date, the last Business Day of the immediately preceding
Settlement Period.
"Reinvestment Yield" shall mean, with respect to any Class A
Certificate, the Spread Amount, if any, plus the yield to maturity implied by
(i) the yields reported, as of 10 a.m.
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(New York City time) on the Business Day next following the date on which the
Master Servicer has actual knowledge of the declaration of an Applicable Early
Amortization Event (the "Make-Whole Calculation Date"), on the display
designated as "Page 678" on the Telerate Service (or such other display as may
replace Page 678 on the Telerate Service) for actively traded U.S. Treasury
securities having a maturity equal to the Remaining Average Life of such Class A
Certificate as of such Make-Whole Calculation Date, or if such yields shall not
be reported as of such time or the yields reported as of such time shall not be
ascertainable, (ii) the Treasury constant Maturity Series yields reported, for
the latest day for which such yields shall have been so reported as of such
Make-Whole Calculation Date, in Federal Reserve Statistical Release H.15(519)
(or any comparable successor publication) for actively traded U.S. Treasury
securities having a constant maturity equal to the Remaining Average Life of
such Class A Certificate, as of such Make-Whole Calculation Date. Such implied
yield shall be determined, if necessary, by (a) converting U.S. Treasury xxxx
quotations to bond-equivalent yields in accordance with accepted financial
practice and (b) interpolating linearly between yields reported for various
maturities.
"Remaining Average Life" shall mean, with respect to any Class A
Certificate, the number of years (calculated to the nearest one-twelfth year)
obtained by dividing (i) the Invested Amount for such Class A Certificate into
(ii) the product obtaining by multiplying (a) the Invested Amount (but not
interest thereon) by (b) the number of years (calculated to the nearest
one-twelfth year) which will elapse between the Call Date and the Scheduled
Payment Date.
"Remaining Scheduled Payments" shall mean, with respect to any Class A
Certificate, all payments of principal and interest thereon that would be due on
or after the Call Date if no payment of principal on such Class A Certificate
were made prior to the Scheduled Payment Date.
"Scheduled Payment Date" shall mean, with respect to any Class A
Certificate, the first Payment Date following the Scheduled Revolving
Termination Date.
"Scheduled Revolving Termination Date" shall mean February 1, 2004.
"Seller Addition Date" shall have the meaning assigned in Section 3.05
of the Receivables Sale Agreement.
"Series 1994-3" shall mean the Series of Investor Certificates and
Subordinated Company Interest, the Principal Terms of which are set forth in
this Supplement.
"Series 1994-3 Accrued Interest Sub-subaccount" shall have the meaning
assigned in subsection 3.01(a).
"Series 1994-3 Adjusted Invested Amount" shall mean, as of any date of
determination, (i) the Series 1994-3 Invested Amount on such date, minus (ii)
the amount on deposit in the Series 1994-3 Principal Collection Sub-subaccount
in excess of amounts then payable from such account under Sections 3.05(d)(i)
and (ii) on such date.
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"Series 1994-3 Allocable Charged-Off Amount" shall mean, with respect
to any Special Allocation Settlement Report Date, the "Allocable Charged-Off
Amount", if any, that has been allocated to Series 1994-3.
"Series 1994-3 Allocable Recoveries Amount" shall mean, with respect
to any Special Allocation Settlement Report Date, the "Allocable Recoveries
Amount", if any, that has been allocated to Series 1994-3.
"Series 1994-3 Allocated Receivables Amount" shall mean, on any date
of determination, the lower of (i) the Series 1994-3 Target Receivables Amount
on such day and (ii) the Aggregate Receivables Amount on such day times the
percentage equivalent of a fraction the numerator of which is the Series 1994-3
Target Receivables Amount on such day and the denominator of which is the
Aggregate Target Receivables Amount on such day.
"Series 1994-3 Amortization Period" shall mean the period commencing
on the next Business Day following the earliest to occur of (i) the date on
which an Early Amortization Period is declared to commence or automatically
commences and (ii) the Scheduled Revolving Termination Date and ending on the
earlier of (a) the date when the Series 1994-3 Invested Amount shall have been
reduced to zero and all accrued interest on the Term Certificates shall have
been paid and (b) the Series 1994-3 Termination Date.
"Series 1994-3 Collections" shall mean, with respect to any Business
Day, an amount equal to the product of (i) the Series 1994-3 Invested
Percentage on such Business Day and (ii) Aggregate Daily Collections.
"Series 1994-3 Collection Subaccount" shall have the meaning assigned
in subsection 3.01(a).
"Series 1994-3 Daily Interest Expense" shall mean, for any Business
Day during any Accrual Period, the sum of (a) in the case of each of the first
ten Business Days in the Accrual Period, one-tenth of the Series 1994-3 Monthly
Interest to be distributed on the next succeeding Payment Date (up to but not
exceeding the full amount thereof), (b) the aggregate amount of all previously
accrued and unpaid Series 1994-3 Daily Interest Expense (up to but not
exceeding the full amount thereof) and (c) the aggregate amount of all accrued
and unpaid Class A Additional Interest (up to but not exceeding the full amount
thereof).
"Series 1994-3 Initial Invested Amount" shall mean the Class A Initial
Invested Amount.
"Series 1994-3 Invested Amount" shall mean the Class A Invested
Amount.
"Series 1994-3 Invested Percentage" shall mean, with respect to any
Business Day (i) during the Series 1994-3 Revolving Period, the percentage
equivalent of a fraction, the numerator of which is the Series 1994-3 Allocated
Receivables Amount as of the end of the immediately preceding Business Day and
the denominator of which is the greater of (A) the Aggregate Receivables Amount
as of the end of the immediately preceding Business Day and (B) the sum of the
numerators used to calculate the Invested Percentage for all Outstanding Series
on the Business Day for which such percentage is determined and (ii) during the
Series
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1994-3 Amortization Period, the percentage equivalent of a fraction, the
numerator of which is the Series 1994-3 Allocated Receivables Amount as of the
end of the last Business Day of the Series 1994-3 Revolving Period (provided
that if during the Series 1994-3 Amortization Period, the Amortization Periods
of all other Outstanding Series which were outstanding prior to the
commencement of the Series 1994-3 Amortization Period commence, then, from and
after the date the last of such Series commences its Amortization Period, the
numerator shall be the Series 1994-3 Allocated Receivables Amount on such date)
and the denominator of which is the greater of (A) the Aggregate Receivables
Amount as of the end of the immediately preceding Business Day and (B) the sum
of the numerators used to calculate the Invested Percentage for all Outstanding
Series on the Business Day for which such percentage is determined.
"Series 1994-3 Monthly Interest" shall mean the Class A Monthly
Interest.
"Series 1994-3 Monthly Principal Payment" shall have the meaning
assigned in Section 3.04.
"Series 1994-3 Monthly Servicing Fee" shall have the meaning assigned
in Section 6.01.
"Series 1994-3 Non-Principal Collection Sub-subaccount" shall have the
meaning assigned in subsection 3.01(a).
"Series 1994-3 Principal Collection Sub-subaccount" shall have the
meaning assigned in subsection 3.01(a).
"Series 1994-3 Required Subordinated Amount" shall mean, (a) on any
date of determination during the Series 1994-3 Revolving Period, an amount
equal to the sum of:
(i) an amount equal to the product of (x) the Class A Adjusted
Invested Amount on such day and (y) a fraction, the numerator of which is
the Class A Ratio and the denominator of which is one minus the Class A
Ratio;
(ii) the product of (A) the Series 1994-3 Invested Amount on such day
and (B) a fraction, the numerator of which is the Carrying Cost Reserve
Ratio and the denominator of which is one minus the Class A Ratio; and
(iii) the product of (A) the Principal Amount of Receivables in the
Trust on such day, (B) a fraction, the numerator of which is the Series
1994-3 Adjusted Invested Amount and the denominator of which is the sum of
(1) the Series 0000-0 Xxxxxxxxx Commitment Amount and (2) the sum of the
Series 1994-3 Invested Amount and the Invested Amounts for all other
Series then outstanding (excluding Series 2000-1) on such day and (C) a
fraction, the numerator of which is the Servicing Reserve Ratio and the
denominator of which is one minus the Class A Ratio;
and (b) on any date of determination during the Series 1994-3 Amortization
Period, an amount equal to the Series 1994-3 Required Subordinated Amount on
the last Business Day of the Series
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1994-3 Revolving Period; provided that such amount shall be adjusted on each
Special Allocation Settlement Report Date, if any, as set forth in Section
3.04(b)(i) and Section 3.04(c)(iv).
"Series 1994-3 Revolving Period" shall mean the period commencing on
the Issuance Date and terminating on the earliest to occur of the close of
business on (i) the date on which an Early Amortization Period is declared to
commence or automatically commences and (ii) the Scheduled Revolving
Termination Date.
"Series 1994-3 Subordinated Interest" shall have the meaning specified
in subsection 2.02(b).
"Series 1994-3 Target Receivables Amount" shall mean, on any date of
determination, the sum of (i) the Series 1994-3 Adjusted Invested Amount on
such day and (ii) the Series 1994-3 Required Subordinated Amount on such day.
"Series 1994-3 Termination Date" shall mean the Payment Date that
occurs in August, 2005.
"Servicing Reserve Ratio" shall mean, as of any Settlement Report Date
and continuing (but not including) until the next Settlement Report Date, an
amount (expressed as a percentage) equal to (i) the product of (A) the
Servicing Fee Percentage and (B) 2.0 times Days Sales Outstanding as of such
earlier Settlement Report Date divided by (ii) 360.
"Spread" shall mean (i) 0% if the related Applicable Early
Amortization Event for the Class A Certificates occurs within twelve months of
the removal of a Seller as an originator of Receivables that is not a Third
Party Sale, (ii) 0% if the related Applicable Early Amortization Event occurs
within nine months of the removal of a Seller as an originator of Receivables
that is a Third Party Sale and (iii) .25% if the related Applicable Early
Amortization Event occurs between nine and twelve months of the removal of a
Seller as an originator of Receivables that is a Third Party Sale.
"Term Certificateholders" shall mean the Class A Certificateholders.
"Term Certificateholders' Interest" shall have the meaning assigned in
subsection 2.02(a).
"Term Certificates" shall mean those Investor Certificates designated
as the Class A Certificates.
"Third Party Sale" shall mean a sale or other disposition of an
interest in a Seller sufficient such that such Seller may no longer be
consolidated with Xxxxxx Micro Inc. for accounting purposes in accordance with
GAAP.
"Trust Accounts" shall have the meaning assigned in subsection
3.01(a).
"United States person" means an individual who is a citizen or
resident of the United States, or a corporation, partnership or other entity
created or organized in or under the
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laws of the United States or any political subdivision thereof, or an estate or
trust the income of which is subject to U.S. federal income taxation regardless
of its source.
(b) If any term, definition or provision contained herein conflicts
with or is inconsistent with any term, definition or provision contained in the
Agreement, the terms and provisions of this Supplement shall govern. All
capitalized terms not otherwise defined herein are defined in the Agreement.
All Article, Section, subsection, Exhibit and Schedule references herein shall
mean Article, Section or subsection of or Exhibit or Schedule to this
Supplement, except as otherwise provided herein. Unless otherwise stated
herein, as the context otherwise requires or if such term is otherwise defined
in the Agreement, each capitalized term used or defined herein shall relate
only to the Term Certificates and the Series 1994-3 Subordinated Interest and
to no other Series of Investor Certificates or Subordinated Company Interest
issued by the Trust.
(c) Any reference herein to a Schedule or Exhibit to this Supplement
shall be deemed to be a reference to such Schedule or Exhibit as it may be
amended, modified or supplemented from time to time to the extent that such
Schedule or Exhibit may be amended, modified or supplemented (or any term or
provision of any Transaction Document may be amended that would have the effect
of amending, modifying or supplementing information contained in such Schedule
or Exhibit) in compliance with the terms of the Transaction Documents.
(d) Any reference in this Supplement to any representation, warranty
or covenant "deemed" to have been made is intended to encompass only
representations, warranties or covenants that are expressly stated to be
repeated on or as of dates following the execution and delivery of this
Supplement, and no such reference shall be interpreted as a reference to any
implicit, inferred, tacit or otherwise unexpressed representation, warranty or
covenant.
(e) The words "include", "includes" or "including" shall be
interpreted as if followed, in each case, by the phrase "without limitation".
(f) For purposes of calculating the Aged Receivables Ratio and the
Dilution Ratio, the aggregate Principal Amount of Receivables originated during
the third Settlement Period of each calendar quarter and Dilution Adjustments
reported in the third Settlement Period shall be adjusted by dividing the
dollar amount of Receivables in each category by the number of weeks in such
Settlement Period and multiplying by 4.3.
ARTICLE II
Designation of Term Certificates; Purchase and Sale
of the Term Certificates
SECTION 2.01. Designation. The Investor Certificates created and
authorized pursuant to the Agreement and this Supplement shall be in one class,
the "Class A Certificates, Series 1994-3".
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SECTION 2.02. The Term Certificates and Series 1994-3 Subordinated
Interest.
(a) The Term Certificates shall represent fractional undivided
interests in the Trust Assets, consisting of the right of the Term
Certificateholders to receive the distributions specified herein out of (i) the
Series 1994-3 Invested Percentage (expressed as a decimal) of Collections
received with respect to the Receivables and of all other funds on deposit in
the Collection Account and (ii) to the extent such interests appear herein, all
other funds on deposit in the Series 1994-3 Collection Subaccount and any
subaccounts thereof (collectively, the "Term Certificateholders' Interest").
(b) The Company shall retain a fractional undivided interest in the
Trust Assets, consisting of the right to receive the distributions specified
herein out of (i) the Series 1994-3 Invested Percentage (expressed as a
decimal) of Collections received with respect to the Receivables and all other
funds on deposit in the Collection Account and (ii) to the extent such
interests appear herein, all other funds on deposit in the Series 1994-3
Collection Subaccount and any subaccounts thereof, in each case to the extent
not required to be distributed to or for the benefit of the Term
Certificateholders (the "Series 1994-3 Subordinated Interest"). The
Exchangeable Company Interest and any other Series of Investor Certificates or
Subordinated Company Interest outstanding shall represent the fractional
undivided interests in the remainder of the Trust Assets not allocated pursuant
hereto to the Term Certificateholders' Interest or the Series 1994-3
Subordinated Interest.
(c) The Class A Certificates shall be issued in registered form in
substantially the form of Exhibit A, and shall, upon issue, be executed and
delivered by the Company to the Trustee for authentication and redelivery as
provided in Section 2.03 hereof and Section 5.02 of the Agreement.
SECTION 2.03. Delivery. On the Issuance Date, the Company shall sign
on behalf of the Trust and shall direct the Trustee in writing pursuant to
Section 5.02 of the Agreement to duly authenticate, and the Trustee, upon
receiving such direction, shall so authenticate, the Class A Certificates in
such names and such denominations in accordance with such directions of the
Company. Term Certificates shall be issued in minimum denominations of
$2,000,000 and in integral multiples of $100,000 in excess thereof.
SECTION 2.04. Restrictions on Transfer. On the Issuance Date, the
Company shall deliver the Term Certificates to the Purchaser. Thereafter, the
Term Certificates may not be transferred except as follows: (A) to Qualified
Institutional Buyers in reliance on the exemption from the registration
requirements of the Securities Act provided by Rule 144A thereunder, (B) to
other Institutional Accredited Investors who take delivery of such Term
Certificates in definitive form and who deliver a Purchaser Letter to the
Trustee in the form attached hereto as Exhibit D or (C) to a person who takes
delivery of such Term Certificate in definitive form pursuant to a transaction
that is otherwise exempt from the registration requirements of the Securities
Act, as confirmed in an opinion of counsel addressed to the Trustee and the
Company, which counsel and opinion are satisfactory to the Trustee and the
Company.
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The Trustee shall have no obligations or duties with respect to determining
whether any transfers of the Term Certificates are made in accordance with the
Securities Act or any other Requirements of Law; provided that with respect to
Definitive Certificates, the Trustee shall enforce such transfer restrictions
in accordance with the terms set forth on the related Term Certificate and the
provisions of the Agreement and this Supplement.
SECTION 2.05. Representations of the Purchasers.
(a) Each purchaser (other than the Initial Purchaser) of the Term
Certificates (including, without limitation, any purchaser of an interest in
the Book-Entry Certificates) will be deemed to have represented and agreed as
follows:
(i) it is (A) a Qualified Institutional Buyer as defined in Rule
144A(a) and is acquiring the Term Certificates for its own institutional
account or for the account or accounts of a Qualified Institutional Buyer
or (B) purchasing Term Certificates being delivered in the form of
Definitive Certificates in a transaction exempt from registration under
the Securities Act and in compliance with the provisions of the Agreement
and in compliance with the legends set forth in clause (vi) below;
(ii) it is purchasing one or more Term Certificates in an amount of
at least $2,000,000 and it understands that such Term Certificate may be
resold, pledged or otherwise transferred only in an amount of at least
$2,000,000;
(iii) (A) it is not an ERISA Entity and (B) it is not acquiring or
holding any Term Certificate, directly or indirectly, for or on behalf of
an ERISA Entity;
(iv) it understands that the Term Certificates are being transferred
to it in a transaction not involving any public offering within the
meaning of the Securities Act, and that, if in the future it decides to
resell, pledge or otherwise transfer any Term Certificates, such Term
Certificates may be resold, pledged or transferred only (A) in a
transaction meeting the requirements of Rule 144A to a person who the
seller reasonably believes is a Qualified Institutional Buyer that
purchases for its own account or for the account or accounts of a
Qualified Institutional Buyer to whom notice is given that the resale,
pledge or transfer is being made in reliance on Rule 144A or (B) to
purchasers of Term Certificates being delivered in the form of Definitive
Certificates, pursuant to a transaction otherwise exempt from registration
under the Securities Act and in compliance with the provisions of the
Agreement and in compliance with the legends set forth in clause (vi)
below; and
(v) it understands that each Term Certificate will bear a legend
substantially to the following effect:
THIS TERM CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 (THE "ACT"). THE HOLDER HEREOF, BY PURCHASING THIS TERM
CERTIFICATE, AGREES THAT SUCH TERM CERTIFICATE MAY BE RESOLD, PLEDGED
OR
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TRANSFERRED ONLY IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES
LAWS IN AN AMOUNT OF AT LEAST $2,000,000 AND (1) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A UNDER THE ACT ("RULE 144A"), TO
A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OR ACCOUNTS OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A OR (2) TO A PERSON (A) WHO IS AN "INSTITUTIONAL
ACCREDITED INVESTOR", WITHIN THE MEANING OF RULE 501 (a)(1), (2), (3)
OR (7) OF REGULATION D UNDER THE ACT, AND WHO DELIVERS A PURCHASER
LETTER TO THE TRUSTEE IN THE FORM ATTACHED TO THE SERIES 1994-3
SUPPLEMENT OR (B) WHO IS TAKING DELIVERY OF SUCH TERM CERTIFICATE
PURSUANT TO A TRANSACTION THAT IS OTHERWISE EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE ACT, AS CONFIRMED IN AN OPINION OF
COUNSEL ADDRESSED TO THE TRUSTEE AND THE COMPANY, WHICH COUNSEL AND
OPINION ARE SATISFACTORY TO THE COMPANY AND THE TRUSTEE.
THIS TERM CERTIFICATE MAY NOT BE ACQUIRED OR HELD BY OR ON BEHALF OF
(1) AN "EMPLOYEE BENEFIT PLAN" WITHIN THE MEANING OF SECTION 3(3) OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR
OTHER RETIREMENT ARRANGEMENT, INDIVIDUAL RETIREMENT ACCOUNT OR XXXXX
PLAN, WHETHER OR NOT IT IS SUBJECT TO THE PROVISIONS OF TITLE I
THERETO, (2) ANY PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR (3) ANY OTHER ENTITY
THAT WOULD BE DEEMED TO BE A "BENEFIT PLAN INVESTOR" WITHIN THE
MEANING OF DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101(f)(2)
(ANY OF THE FOREGOING, AN "ERISA ENTITY")
THIS TERM CERTIFICATE IS NOT GUARANTEED OR INSURED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY ANY OTHER PERSON.
(b) The Transfer Agent and Registrar shall not permit the transfer of
any Term Certificates unless such transfer complies with the terms of the
foregoing legends and, in the case of a transfer (i) to an Institutional
Accredited Investor (other than a Qualified Institutional Buyer), the
transferee delivers a completed Purchaser Letter in the form attached to this
supplement as Exhibit D or (ii) to a person other than a Qualified
Institutional Buyer or an Institutional Accredited Investor, upon delivery of
an opinion of counsel selected by the
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Company, satisfactory to the Trustee and the Company, to the effect that the
transferee is taking delivery of the Term Certificates in a transaction that is
otherwise exempt from the registration requirements of the Securities Act.
SECTION 2.06. Application of Proceeds. On the Effective Date, the Term
Certificateholders shall deliver to the Trustee the existing Class A
Certificates, Series 1994-3 issued on the Issuance Date in exchange for Class A
Certificates, Series 1994-3 issued on the Effective Date.
SECTION 2.07. Sale of Additional Term Certificates.
(a) The Company may, upon written notice to the Trustee, the Master
Servicer and the Term Certificateholders and upon satisfaction of each of the
conditions set forth in subsection (b) of this Section 2.06, direct the Trustee
in writing to issue on the following Payment Date (each such date a "Subsequent
Issuance Date") additional Class A Certificates, identical in all respects to
the existing Class A Certificates, in an aggregate principal amount specified
by the Company (pro rata based on the initial invested amount of each Class)
(except that the Certificate Rate applicable to such additional Class A
Certificates may differ from the Certificate Rate applicable to existing Class
A Certificates; provided that the Series 1994-3 Target Receivables Amount does
not exceed the Series 1994-3 Allocated Receivables Amount, after giving effect
to any increase in the Invested Amount on such Subsequent Issuance Date.
The Company may arrange for the sale of such additional Class A
Certificates, pursuant to a private placement or any other sale arrangement;
provided that the Company agrees that it shall first offer to the existing Term
Certificateholders the opportunity to purchase such additional Class A
Certificates on substantially the same terms and conditions that such
additional Class A Certificates are to be offered to other purchasers. If
existing Class A Certificateholders elect not to purchase all such additional
Class A Certificates within 10 Business Days following their receipt of a
written offer therefor (which written offer is accompanied by information
sufficient to enable a prudent investor to make such purchase), the Company may
proceed with its arrangements to sell all such additional Class A Certificates
to any other eligible purchasers. In the event that the existing Class A
Certificateholders subscribe to purchase more additional Class A Certificates
than are being offered by the Company at such time, then each such existing
Class A Certificateholder shall be entitled to purchase a pro rata portion of
such additional Class A Certificates based on the aggregate principal amount of
Class A Certificates then held by such holder. On each Subsequent Issuance
Date, if any, the Series 1994-3 Invested Amount (and each other amount set
forth herein, the calculation of which is based on such amount) shall be
recalculated by the Company to include the additional initial invested amounts
with respect to the Class A Certificates issued on such date.
(b) On the Subsequent Issuance Date, the Trustee shall only
authenticate and deliver any additional Class A Certificates, upon satisfaction
of the following on or prior to such Subsequent Issuance Date:
(i) the Rating Agencies shall have been notified by the Company of
the proposed issuance of additional Class A Certificates at least 10 days
prior to the proposed
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Subsequent Issuance Date, each Rating Agency shall have issued a rating
(as confirmed in a letter delivered to the Trustee) on the additional
Class A Certificates that is equivalent to the rating issued by such
Rating Agency on the Issuance Date and the Rating Agency Condition shall
have been satisfied on or prior to such Subsequent Issuance Date;
(ii) the Trustee shall have received an Officer's Certificate
certifying that no Early Amortization Event or Potential Early
Amortization Event shall have occurred and be continuing with respect to
Series 1994-3 or would occur as a result of such issuance upon which the
Trustee may conclusively rely;
(iii) a Tax Opinion (including the opinion set forth in clause
(a)(ii) of the definition thereof) addressed to the Trust and the Trustee
shall have been delivered to the Trustee (the costs and expenses
associated with such opinion shall constitute Program Costs); and
(iv) an Opinion of Counsel addressed to the Trust and the Trustee
shall have been delivered to the Trustee stating that all of the
conditions to the issuance of such additional Class A Certificates shall
have been satisfied (the costs and expenses associated with such opinion
shall constitute Program Costs).
(c) On each Subsequent Issuance Date, the Company in a written order
shall direct the Trustee to authenticate and deliver additional Class A
Certificates in accordance with Section 2.03.
ARTICLE III
Article III of the Agreement
Section 3.01 of the Agreement and each other section of Article III of
the Agreement relating to another Series shall be read in its entirety as
provided in the Agreement. Article III of the Agreement (except for Section
3.01 thereof and any portion thereof relating to another Series) shall read in
its entirety as follows and shall be exclusively applicable to the Term
Certificates and the Series 1994-3 Subordinated Interest:
SECTION 3.01. Establishment of Trust Accounts.
(a) The Trustee shall cause to be established and maintained in the
name of the Trustee, on behalf of the Trust, (i) for the benefit of the Class A
Certificateholders and, (ii) in the case of clauses (A) and (B) below, for the
benefit, subject to the prior and senior interests of the Term
Certificateholders, of the holder of the Series 1994-3 Subordinated Interest,
(A) a subaccount of the Collection Account (the "Series 1994-3 Collection
Subaccount"), which subaccount is the Series Collection Subaccount with respect
to Series 1994-3; (B) two subaccounts of the Series 1994-3 Collection
Subaccount: (1) the Series 1994-3 Principal Collection Sub-subaccount and (2)
the Series 1994-3 Non-Principal Collection Sub-subaccount (respectively, the
"Series 1994-3 Principal Collection Sub-subaccount" and the "Series 1994-3
Non-Principal Collection Sub-subaccount"); and (C) a subaccount of the Series
1994-3 Xxx-
00
00
Principal Collection Sub-subaccount (the "Series 1994-3 Accrued Interest
Sub-subaccount"; all accounts established pursuant to this subsection 3.01(a)
and listed on Schedule 1, collectively, the "Trust Accounts"), each Trust
Account to bear a designation indicating that the funds deposited therein are
held for the benefit of the Persons (and, for each such Person, to the extent)
set forth in clauses (i) and (ii) above. The Trustee, on behalf of the Holders,
shall possess all right, title and interest in all funds from time to time on
deposit in, and all Eligible Investments credited to, the Trust Accounts and in
all proceeds thereof. The Trust Accounts shall be under the sole dominion and
control of the Trustee for the exclusive benefit of the Persons (and, for each
such Person to the extent) set forth in clauses (i) and (ii) above. In any case
where the Company has not provided applicable written direction as to Eligible
Investments to the Trustee, the Trustee shall invest in demand deposits or
money market funds that constitute Eligible Investments.
(b) All Eligible Investments in the Trust Accounts shall be held by
the Trustee, on behalf of the Holders, for the benefit of the Persons (and, for
each such Person, to the extent) set forth in clauses (i) and (ii) of
subsection (a) above. Funds on deposit in a Trust Account that is a
Sub-subaccount of the Collection Account shall, at the direction of the
Company, be invested together with funds held in other Sub-subaccounts of the
Collection Account. After giving effect to any distribution to the Company
pursuant to subsection 3.02(c), amounts on deposit and available for investment
in the Series 1994-3 Principal Collection Sub-subaccount shall be invested by
the Trustee, at the written direction of the Company, in Eligible Investments
that mature, or that are payable or redeemable upon demand of the holder
thereof, (i) in the case of any such investment made during the Series 1994-3
Revolving Period, on or prior to the next Business Day and (ii) in the case of
any such investment made during the Series 1994-3 Amortization Period, on or
prior to the Business Day immediately preceding the next Payment Date. Amounts
on deposit and available for investment in the Series 1994-3 Non-Principal
Collection Sub-subaccount and the Series 1994-3 Accrued Interest Sub-subaccount
shall be invested by the Trustee at the written direction of the Company in
Eligible Investments that mature, or that are payable or redeemable upon demand
of the holder thereof, on or prior to the Business Day immediately preceding
the subsequent Payment Date. As of the Business Day immediately preceding the
Settlement Report Date, all interest and other investment earnings (net of
losses and investment expenses) on funds deposited in the Series 1994-3 Accrued
Interest Sub-subaccount shall be deposited in the Series 1994-3 Non-Principal
Collection Sub-subaccount and all interest and investment earnings (net of
losses and investment expenses) on funds deposited in the Series 1994-3
Principal Collection Sub-subaccount shall be deposited in the Series 1994-3
Non-Principal Collection Sub-subaccount.
SECTION 3.02. Daily Allocations.
(a) The portion of Aggregate Daily Collections allocated to the Term
Certificates and the Series 1994-3 Subordinated Interest pursuant to Article
III of the Agreement shall be allocated and distributed as set forth in this
Article III by the Trustee based solely on the information provided it by the
Master Servicer in the Daily Report (upon which the Trustee may conclusively
rely).
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(b) (i) On each Business Day, an amount equal to the Accrued Expense
Amount for such day (or, during the Series 1994-3 Revolving Period, such
greater amount as the Company may request in writing) shall be transferred by
the Trustee from the Series 1994-3 Collection Subaccount to the Series 1994-3
Non-Principal Collection Sub-subaccount; and
(ii) on each Business Day (including Payment Dates), following the
transfers pursuant to clause (i) above, any remaining funds on deposit in
the Series 1994-3 Collection Subaccount shall be transferred by the
Trustee to the Series 1994-3 Principal Collection Sub-subaccount.
(c) (i) On each Business Day during the Series 1994-3 Revolving Period
(including Payment Dates), after giving effect to all allocations of Aggregate
Daily Collections referred to in subparagraphs (b)(i) and (b)(ii) on such
Business Day, amounts on deposit in the Series 1994-3 Principal Collection
Sub-subaccount shall be distributed or transferred by the Trustee, based solely
on the information provided to the Trustee by the Master Servicer in the Daily
Report (upon which the Trustee may conclusively rely, (A) first, to pay Excess
Program Costs and (B) second, (I) to the Company as the holder of the Series
1994-3 Subordinated Interest in accordance with the directions contained in the
Daily Report, (II) at the election of the Company as the holder of the Series
1994-3 Subordinated Interest, by written notice to the Master Servicer and the
Trustee, to such accounts or to such Persons as the Company may direct in
writing (which directions may consist of standing instructions provided by the
Company that shall remain in effect until changed by the Company in writing) or
(III) at the election of the Company as the holder of the Series 1994-3
Subordinated Interest, by written notice to the Master Servicer and the
Trustee, to one or more VFC Principal Collection Sub-subaccounts or any other
Outstanding Series; provided that such distributions or transfers, as the case
may be, shall be made only if no Early Amortization Event or Potential Early
Amortization Event relating to an Early Amortization Event set forth in
subsections (a), (d) (but only with respect to a Servicer Default set forth in
subsection 6.01(e) of the Servicing Agreement relating to the Master Servicer
or to one or more Servicers that are responsible for Servicing Receivables
representing 15% or more of the Aggregate Receivables Amount) or (e), (j) or
(k) of Section 5.01 of this Supplement has occurred and is continuing and only
to the extent that, if, after giving effect to such distributions or transfers,
the Series 1994-3 Target Receivables Amount would not exceed the Series 1994-3
Allocated Receivables Amount. Amounts distributed to the Company hereunder
shall be deemed to be paid first from Collections received directly by the
Master Servicer and second from Collections received in the Lockboxes.
(ii) During the Series 1994-3 Amortization Period, amounts on deposit
in the Series 1994-3 Principal Collection Sub-subaccount on each Payment
Date shall be distributed on such Payment Date in accordance with
subsection 3.05(c). No amounts on deposit in the Series 1994-3 Principal
Collection Sub-subaccount shall be distributed by the Trustee to the
Company during the Series 1994-3 Amortization Period.
(d) On each Business Day an amount equal to the Series 1994-3 Daily
Interest Expense for such day shall be transferred by the Trustee, based solely
on the information provided to the Trustee by the Master Servicer in the Daily
Report (upon which the Trustee may
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conclusively rely) from the Series 1994-3 Non-Principal Collection
Sub-subaccount to the Series 1994-3 Accrued Interest Sub-subaccount.
(e) The allocations to be made pursuant to this Section 3.02 are
subject to the provisions of Sections 2.05, 7.02, 9.01 and 9.03 of the
Agreement.
SECTION 3.03. Determination of Interest.
(a) The amount of interest distributable with respect to the Term
Certificates on each Payment Date for the Accrual Period then ending shall be
determined as follows:
(i) for the Class A Certificates, an amount (the "Class A Monthly
Interest") equal to (x) the product of (A) the Class A Certificate Rate;
(B) the Class A Invested Amount on the first day of such Accrual Period
(after giving effect to any distributions of principal on such date); and
(C) the actual number of days in such Accrual Period divided by 360;
provided that if any additional Class A Certificates have been issued on
any Subsequent Issuance Date, the Class A Monthly Interest shall equal the
sum of the monthly interest amount for each outstanding tranche of Class A
Certificates (based on the outstanding Invested Amount and the applicable
Class A Certificate Rate in respect of such tranche) plus (y) the Late
Charge, if any, payable pursuant to Section 8.11;
(ii) the Master Servicer shall notify the Trustee in writing (upon
which the Trustee may conclusively rely) on each Settlement Report Date of
the amount calculated pursuant to clause (i) above.
(b) On each Payment Date, the Master Servicer shall determine the
excess, if any (the "Class A Interest Shortfall"), of (A) the Class A Monthly
Interest for the Accrual Period ending on such Payment Date over (B) the amount
that is available to be distributed to the Class A Certificateholders on such
Payment Date in respect thereof pursuant to this Supplement. If the Class A
Interest Shortfall with respect to any Payment Date is greater than zero, an
additional amount ("Class A Additional Interest") equal to the product, for the
next Accrual Period (or portion thereof) until such Class A Interest Shortfall
is repaid, of (A) a rate per annum equal to the Class A Certificate Rate; (B)
such Class A Interest Shortfall (or the portion thereof that has not been paid
to the Class A Certificateholders); and (C) the actual number of days in the
next Accrual Period divided by 360, shall be payable as provided herein with
respect to the Class A Certificates on each Payment Date following such Payment
Date to and including the Payment Date on which such Class A Interest Shortfall
is paid in full to the Class A Certificateholders.
SECTION 3.04. Determination of Series 1994-3 Principal.
(a) Payments of Series 1994-3 Monthly Principal. The amount (the
"Series 1994-3 Monthly Principal Payment") distributable from the Series 1994-3
Principal Collection Sub-subaccount on each Payment Date during the Series
1994-3 Amortization Period shall be equal to the amount on deposit in such
account on the immediately preceding Settlement Report Date; provided that the
Series 1994-3 Monthly Principal Payment on any Payment Date shall not
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exceed the Series 1994-3 Invested Amount on such Payment Date after giving
effect to the reductions and increases pursuant to paragraphs (b) and (c)
below.
(b) Reductions to Series 1994-3 Principal. If, on any Special
Allocation Settlement Report Date, the Series 1994-3 Allocable Charged-Off
Amount is greater than zero for the related Settlement Period, the Trustee
shall in accordance with the written directions of the Master Servicer (upon
which the Trustee may conclusively rely) make the following applications of
such amounts in the following order of priority:
(i) the Series 1994-3 Required Subordinated Amount shall be reduced
(but not below zero) by an amount equal to the Series 1994-3 Allocable
Charged-Off Amount (which shall also be reduced by the amount so applied);
and
(ii) then, to the extent that the Series 1994-3 Allocable Charged-Off
Amount is greater than zero following the application in clause (i) above,
the Class A Invested Amount shall be reduced (but not below zero) by an
amount equal to such remaining Series 1994-3 Allocable Charged-Off Amount
(which shall also be reduced by the amount so applied).
(c) Increases to Series 1994-3 Principal. If, on any Special
Allocation Settlement Report Date, the Series 1994-3 Allocable Recoveries
Amount is greater than zero for the related Settlement Period, the Trustee
shall in accordance with the written directions of the Master Servicer (upon
which the Trustee may conclusively rely) make the following applications (after
giving effect to the applications in paragraph (b) of such amount in the
following order of priority):
(i) the Class A Invested Amount shall be increased (but only to the
extent of any previous reductions of the Class A Invested Amount pursuant
to subsection 3.04(b)(ii)) by the amount of the Series 1994-3 Allocable
Recoveries Amount (which shall also be reduced by the amount so applied);
and
(ii) then, to the extent that the Series 1994-3 Allocable Recoveries
Amount is greater than zero following the application in clause (i) above,
the Series 1994-3 Required Subordinated Amount shall be increased (but
only to the extent of any previous reductions of the Series 1994-3
Required Subordinated Amount pursuant to subsection 3.04(b)(i)) by such
remaining Series 1994-3 Allocable Recoveries Amount (which shall also be
reduced by the amount so applied).
SECTION 3.05. Applications.
(a) The Trustee shall distribute, based solely on the information
provided to the Trustee by the Master Servicer in the Daily Report (upon which
the Trustee may conclusively rely), on each Payment Date, from amounts on
deposit in the Series 1994-3 Accrued Interest Sub-subaccount to the extent
funds are available (but if funds therein are insufficient to make all such
applications, then also from any funds on deposit in the Series 1994-3
Principal Collection Sub-subaccount): an amount equal to the Class A Monthly
Interest payable on such Payment
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Date, plus any Class A Interest Shortfall on a prior Payment Date, plus the
amount of any Class A Additional Interest for such Payment Date and any Class A
Additional Interest previously due but not distributed to the Class A
Certificateholders on a prior Payment Date, to the Class A Certificateholders;
provided, however, that during the Series 1994-3 Amortization Period, no Class
A Additional Interest will be paid until repayment in full of the Series 1994-3
Invested Amount and all Class A Monthly Interest has been paid.
(b) On each Payment Date, the Trustee shall apply, based solely on the
information provided to the Trustee by the Master Servicer in the Daily Report
(upon which the Trustee may conclusively rely), funds on deposit in the Series
1994-3 Non-Principal Collection Sub-subaccount in the following order of
priority to the extent funds are available:
(i) an amount equal to the Series 1994-3 Monthly Servicing Fee for
the Accrual Period ending on such Payment Date shall be withdrawn from the
Series 1994-3 Non-Principal Collection Sub-subaccount by the Trustee and
paid to the Master Servicer (less any amount payable to the Trustee
pursuant to Section 8.05 of the Agreement which shall be paid to the
Trustee); and
(ii) an amount equal to any Program Costs due and payable shall be
withdrawn from the Series 1994-3 Non-Principal Collection Sub-subaccount
by the Trustee and paid (a) first to the Persons owed any such amounts
that are Company Unsubordinated Obligations (first, to Purchasers ratably
in accordance with the amounts owed, and second, to any other Persons to
which such Program Costs are owed, ratably in accordance with the amounts
owed) and (b) second to the Persons owed any such amount that are Company
Subordinated Obligations (first, to the Purchasers ratably in accordance
with the amounts owed, and second, to any other Persons to whom such
Program Costs are owed, ratably in accordance with the amounts owed).
Any remaining amount on deposit in the Series 1994-3 Non-Principal Collection
Sub-subaccount (in excess of the Accrued Expense Amount as of such day) not
allocated pursuant to clauses (i) and (ii) above shall be paid to the holder of
the Series 1994-3 Subordinated Interest; provided, however, that during the
Series 1994-3 Amortization Period, such remaining amounts shall be deposited in
the Series 1994-3 Principal Collection Sub-subaccount for distribution in
accordance with subsection 3.05(c).
(c) During the Series 1994-3 Amortization Period, the Trustee shall
apply, based solely on the information provided to the Trustee by the Master
Servicer in the Daily Report (upon which the Trustee may conclusively rely), on
each Payment Date, amounts on deposit in the Series 1994-3 Principal Collection
Sub-subaccount in the following order of priority:
(i) to the extent required, to application under Section 3.05(a);
(ii) if any amounts are owed to the Trustee or any other Person, on
account of the Series 1994-3 Monthly Servicing Fees incurred in respect of
the performance of its responsibilities as Successor Master Servicer or
amounts are owing to the Trustee
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(whether as Trustee or as Successor Master Servicer) by the Master
Servicer pursuant to Section 8.05 of the Agreement out of the Series
1994-3 Monthly Servicing Fees and the Master Servicer has failed to pay
such amounts an amount equal to the product of (a) the aggregate amounts
so owed to such Trustee or other Person and (b) the Series 1994-3 Invested
Percentage as of the end of the immediately preceding Settlement Period
and the denominator of which shall be equal to the Aggregate Invested
Amount as of the end of the immediately preceding Settlement Period shall
be transferred from the Series 1994-3 Principal Collection Sub-subaccount
to the Trustee or such other Person; provided that no amount payable under
this Section 3.05(c)(ii) shall exceed the Series 1994-3 Monthly Servicing
Fee (after giving effect to the amount paid under Section 3.05(b));
(iii) following the repayment in full of all amounts set forth in
clauses (i) and (ii) above, an amount equal to the Series 1994-3 Monthly
Principal Payment for such Payment Date shall be distributed from the
Series 1994-3 Principal Collection Sub-subaccount pro rata to the Class A
Certificateholders until repayment in full of the Class A Invested Amount;
(iv) following the repayment in full of all amounts set forth in
clauses (i) through (iii) above, the remaining amount on deposit in the
Series 1994-3 Principal Collection Sub-subaccount on such Payment Date, if
any, shall be distributed first, to the Class A Certificateholders in an
amount not to exceed the unpaid Make-Whole Amount, if any, and second, to
the Class A Certificateholders of Series 1993-2 and Series 1994-2 in an
amount not to exceed the unpaid Make-Whole Amount (the "Other Series
Make-Whole Amount") owed to such Class A Certificateholders under the
Series 1993-2 Supplement and the Series 1994-2 Supplement, if any;
(v) if, following the repayment in full of all amounts set forth in
clauses (i) through (iv) above, any amounts are owed to the Trustee on
account of its fees, expenses and disbursements incurred in respect of the
performance of its responsibilities hereunder (other than payments made
pursuant to clause (ii) above), such amounts shall be transferred from the
Series 1994-3 Principal Collection Sub-subaccount and paid to the Trustee;
and
(vi) following the repayment in full of all amounts set forth in
clauses (i) through (v) above, the remaining amount on deposit in the
Series 1994-3 Principal Collection Sub-subaccount on such Payment Date, if
any, shall be distributed to the holder of the Series 1994-3 Subordinated
Interest.
SECTION 3.06. Make-Whole Amount.
(a) Subject to the Agreement and Section 9.13 of the Receivables Sales
Agreement, a Seller may be terminated as an originator of Receivables (whether
by reason of sale or other disposition of such Seller or otherwise), provided,
that in the event that within twelve months following any such removal of a
Seller as an originator of Receivables an Early Amortization Event arising
under Sections 5.01(a) or (e) (any such Early Amortization Event, an
"Applicable Early Amortization Event") shall occur and, as a result thereof,
the Series 1994-3 Amortization
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Period with respect to the Class A Certificates shall occur, then in addition
to all other amounts required to be paid to the Class A Certificateholders
under the Agreement, the Class A Certificateholders shall be entitled to
receive an additional Make-Whole Amount (as hereinafter defined). The
Make-Whole Amount shall be payable pursuant to Section 3.05(c) of the Agreement
as set forth in this Supplement. The Trustee agrees that if any of the events
described in the provisions of Section 5.01 which are not included as a basis
for an Applicable Early Amortization Event as set forth above in the definition
of such term shall occur within twelve months following the voluntary removal
of a Seller as an originator of Receivables, then unless the occurrence of such
event shall automatically result in an Early Amortization Event in accordance
with Section 5.01, the Trustee will not give notice or otherwise declare an
Early Amortization Event with respect to this Series without obtaining the
consent of the Holders of not less than 65% of the Class A Invested Amount.
(b) The "Make-Whole Amount" shall mean, with respect to any Class A
Certificate, an amount equal to the excess, if any, of the Discounted Value of
such Class A Certificate over the sum of (i) the Class A Invested Amount of
such Class A Certificate on the day preceding the Call Date plus (ii) interest
accrued thereon as of (including interest due on) the Call Date. The Make-Whole
Amount shall be calculated on the Make-Whole Calculation Date and shall in no
event be less than zero. From and after the Make-Whole Calculation Date, if
either the Make-Whole Amount or Other Series Make-Whole Amount is greater than
zero no amounts held in the Trust Accounts shall be distributed to the Series
1994-3 Subordinated Interest until the Make-Whole Amount and the Other Series
Make Whole Amount have been fully paid to the Class A Certificateholders and
the Class A Certificateholders of Series 1993-2 and of Series 1994-2, as
applicable.
ARTICLE IV
Distributions and Reports
Article IV of the Agreement (except for any portion thereof relating
to another Series) shall read in its entirety as follows and the following
shall be exclusively applicable to the Term Certificates issued pursuant to
this Supplement:
SECTION 4.01. Distributions.
(a) The final distribution of principal in respect of the Term
Certificates or portions thereof will be made after due notice by the Trustee
of the pendency of such distribution (subject to at least five Business Days'
prior written notice from the Master Servicer to the Trustee containing all
information required for the Trustee's notice, upon which the Trustee may
conclusively rely) by check drawn on, or by transfer to an account maintained
by the holder with, a bank in New York City. Any other distribution of
principal in respect of the Term Certificates or on account of interest or fees
on the Term Certificates on each Payment Date will be made or caused to be made
by the Paying Agent or the Trustee to the persons in whose name the Term
Certificates are registered at the close of business on the related Record
Date. Such payment will be made by a check mailed to the Term
Certificateholders at such Term Certificateholders, registered addresses or,
upon application by any Term Certificateholder of at least $5,000,000 in
original principal amount thereof to the Trustee not later than five Business
Days prior to the
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related Payment Date, by transfer to an account maintained by the Term
Certificateholder with a bank in New York City.
(b) All allocations and distributions hereunder shall be in accordance
with the Daily Reports and the Monthly Settlement Statements and subject to
Section 3.01(h) of the Agreement.
SECTION 4.02. Statements and Notices.
(a) Monthly Settlement Statements. On each Settlement Report Date
(commencing with the first Settlement Report Date occurring in April, 2000),
the Master Servicer shall deliver to the Trustee and each Rating Agency a
Monthly Settlement Statement in the Form of Exhibit C setting forth, among
other things, the Loss Reserve Ratio, the Dilution Reserve Ratio, the Minimum
Ratio, in each case, where applicable, with respect to the Class A Certificates
and the Carrying Cost Reserve Ratio and the Servicing Reserve Ratio, each as
recalculated for the next succeeding Settlement Period.
(b) Annual Certificateholders' Tax Statement. On or before April 1 of
each calendar year (or such earlier date as required by applicable law),
beginning with calendar year 2000, the Company shall furnish, or cause to be
furnished, to each Person who at any time during the preceding calendar year
was a Term Certificateholder, a statement prepared by the Company containing
the aggregate amount distributed to such Person for such preceding calendar
year or the applicable portion thereof during which such Person was a Term
Certificateholder, together with such other information as is required to be
provided by an issuer of indebtedness under the Code and such other customary
information as the Company deems necessary to enable the Term
Certificateholders to prepare their tax returns. Such obligation of the Company
shall be deemed to have been satisfied to the extent that substantially
comparable information shall have been provided by the Trustee pursuant to any
requirements of the Code as from time to time in effect. The Trustee shall be
under no obligation to prepare tax returns for the Trust.
(c) Early Amortization Event Notices. As promptly as reasonably
practicable after its receipt of notice of the occurrence of an Early
Amortization Event with respect to Series 1994-3, the Trustee shall give notice
of such occurrence to each Rating Agency (which notice shall in any event be
given, by telephone or otherwise, not later than the second Business Day after
such receipt).
(d) The Trustee agrees that it will furnish to each Holder of a Class
A Certificate all notices, reports and certificates that are either prepared or
received by the Trustee pursuant to the Agreement, without any need for request
for any such materials by any such Holder, on the same date as any such
materials are otherwise distributed, in the case of materials prepared by the
Trustee, or within one Business Day of receipt by the Trustee, in the case of
materials prepared by others, including without limitation, the Monthly
Settlement Statement, the Officer's Certificate contemplated by Section 4.03 of
the Servicing Agreement and the reports contemplated by Section 4.04 of the
Servicing Agreement, provided, however, that this sentence shall not apply to
the Daily Report delivered by the Master Servicer to the Trustee. Materials
furnished by the Trustee pursuant to this paragraph (d) will be sent by first
class mail, postage
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prepaid, to each such Holder at the address shown for it in the Certificate
Register maintained by the Trustee.
(e) In order to enable the Trustee to furnish materials to each Holder
of a Class A Certificate in accordance with paragraph (d) above, the Master
Servicer agrees that it will furnish to the Trustee all notices, reports and
certificates that are either prepared or received by the Master Servicer under
the Agreement and are not otherwise required to be delivered to the Trustee.
(f) If, on any day on which the Daily Report is delivered to the
Trustee the Master Servicer is unable to make the certification called for
therein without exception thereto, then the Master Servicer shall also provide
a copy of such Daily Report to each Class A Certificateholder by means of
either (i) Federal Express or similar overnight courier service, (ii) certified
mail, return receipt requested, or (iii) facsimile transmission (subject to
confirmation of receipt by an authorized officer of such Class A
Certificateholder), in any case dispatched by the Master Servicer on the same
day as such Daily Report is delivered to the Trustee to the address of such
Holder shown for it in the Certificate Register maintained by the Trustee. The
Company also shall furnish to each Class A Certificateholder the statement
contemplated by Section 2.07(h) of the Agreement within the time permitted
under such Section by one of the means described in the preceding sentence. In
the event that the Master Servicer does not provide the Daily Report to the
Class A Certificateholders on a timely basis if required to do so by this
Section 4.02(f), then for each day that elapses from the date on which such
Daily Report was required to be provided to Class A Certificateholders until
and including the date on which such Daily Report is in fact provided, the
grace or cure period provided to the Company under Section 5.01(b) (to the
extent that a grace or cure period is applicable to the matters disclosed in
such Daily Report) before a Potential Early Amortization Event becomes an Early
Amortization Event or the grace or cure period provided to the Servicer under
clauses (a) and (c) and Section 6.01 of the Servicing Agreement (to the extent
that a grace or cure period is applicable to the matters disclosed in such
Daily Report) before a prospective Servicer Default becomes a Servicer Default
shall, as applicable, be reduced by each day of such delay.
(g) The Master Servicer agrees that as soon as available and, in any
case, within 100 days after the end of each fiscal year, it will provide to
each Holder of a Class A Certificate the audited consolidated financial
statements of the Master Servicer and its consolidated subsidiaries, consisting
of the audited consolidated balance sheet of the Master Servicer and its
consolidated subsidiaries as of the end of such fiscal year and the audited
consolidated statements of income, changes in stockholders' equity and cash
flows of the Master Servicer and its consolidated subsidiaries for such fiscal
year, certified by the independent public accountants of the Master Servicer
and its consolidated subsidiaries.
(h) The Master Servicer agrees that as soon as available and, in any
case, within 50 days after the end of each fiscal month in each fiscal quarter
in each fiscal year (or, if the Master Servicer elects to provide quarterly
information as hereinafter described, within 50 days after the end of each
fiscal quarter), it will provide to each Holder of a Class A Certificate the
consolidated financial statements of the Master Servicer consisting of the
unaudited consolidated balance sheet of the Master Servicer and its
consolidated subsidiaries as of the end of such fiscal month (or, at the option
of the Master Servicer and upon written notice to the Class A
Certificateholders, as of the end of each fiscal quarter) and the unaudited
consolidated statements of income, changes in stockholders' equity and cash
flows of the Master Servicer and its consolidated subsidiaries for such fiscal
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month (or, at the option of the Master Servicer and upon written notice to the
Class A Certificateholders, as of the end of each such quarter) and for the
fiscal year to date, setting forth in each case in comparative form, the figures
for the corresponding periods of the preceding fiscal year, all in reasonable
detail and certified by the Chief Financial Officer or the Treasurer of the
Master Servicer as being a complete and correct copy of the Master Servicer's
financial statements which have been prepared in accordance with generally
accepted accounting principals consistently applied (except as otherwise
disclosed therein and without the information normally provided in the
accompanying footnotes), and which present fairly the financial position of the
Master Servicer and its consolidated subsidiaries and the results of operation
and cash flows thereof subject, in each case, to changes resulting from year-end
audit adjustments; provided, however, that at such time and so long as the
Master Servicer shall be required to file reports with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended,
the delivery of its Quarterly Report on Form 10-Q shall satisfy the requirements
of this Section 4.02 with respect to consolidated financial statements.
SECTION 4.03. Notices. Unless otherwise provided, notices required to
be given to the Holders hereunder shall be given by first class mail to the
address of such Holders as they appear in the Certificate Register or the
Subordinated Interest Register, as applicable. The Company and the Master
Servicer shall deliver copies of all notices, reports, statements and other
documents delivered by it pursuant to the Pooling and Servicing Agreements to
each Rating Agency.
SECTION 4.04. Audit and Inspection Rights.
(a) The Company agrees that the audit rights of the Trustee provided
for in Section 2.07(d) of the Agreement may be exercised by the Class A
Certificateholders, and the Master Servicer or Servicer agrees that the
inspection rights of the Trustee provided for in Section 4.09 of the Servicing
Agreement may be exercised by the Class A Certificateholders, subject in each
case, however, to each of the following conditions:
(i) for purposes of this Section 4.04, references to the Class A
Certificateholders shall mean, collectively, the Holders of Class A
Certificates of Series 1994-3 together with the Holders of Class A
Certificates of Series 1993-2 and the Holders of Class A Certificates of
Series 1994-2, and a Holder of Class A Certificates of more than one of
the foregoing Series will be treated as only one Class A
Certificateholder;
(ii) such rights may not be exercised more than one time in any
consecutive 12 month period by (A) each Class A Certificateholder that is
an Initial Purchaser or (B) Class A Certificateholders, in the aggregate,
that are not Initial Purchasers in accordance with clause (iv) below,
provided, that the foregoing limitation shall not apply if and for so long
as a prospective Servicer Default (i.e., a condition that with the giving
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of notice and/or the passage of time would constitute a Servicer Default),
Servicer Default, Potential Early Amortization Event or Early Amortization
Event shall have occurred and shall be continuing under the Agreement;
(iii) for purposes of clause (ii) above, multiple Class A
Certificateholders under common management shall be treated collectively
as only one Class A Certificateholder;
(iv) for purposes of clause (ii) above, all transferees of (A) any of
the "Initial Purchasers" named in the Series 1993-2 Supplement, (B) any of
The Prudential Insurance Company of America, Pacific Mutual Life
Insurance, or The Great West Life & Annuity Insurance Company, or (C) any
Class A Certificateholder managed by any thereof and treated collectively
therewith in accordance with clause (iii) above (collectively, the
"Initial Purchasers"), and successive transferees thereafter, shall be
treated collectively as one Class A Certificateholder and, in order to
exercise the rights provided for in paragraph (a), must act collectively
through an agent or representative appointed to act for all by a vote of
not less than 65% of the Invested Amount of all Class A Certificateholders
excluding the Initial Purchasers and must hold, in aggregate, not less
than 25% of the aggregate Invested Amount of the Class A Certificates of
Series 1993-2, Series 1994-2 and Series 1994-3; and
(v) such rights may not be exercised (and the Company or the
Servicer, as applicable, may deny access to the relevant information) by
any Holder reasonably believed by the Company, the Master Servicer or the
Servicer in good faith to be a competitor of the Master Servicer or
Servicer or any Subsidiary, or by any Holder which the Company, the Master
Servicer or the Servicer reasonably believes in good faith might violate
or otherwise undermine the confidentiality of the materials to be
reviewed, provided, that the Company, the Master Servicer and the Servicer
each hereby acknowledge that none of the Initial Purchasers will be
subject to objection by the Company, the Master Servicer or the Servicer
for reasons of competition or confidentiality.
ARTICLE V
Additional Early Amortization Events
SECTION 5.01. Additional Early Amortization Events. If any one of the
events specified in Section 7.01 of the Agreement (after any grace periods or
consents applicable thereto) or any one of the following events (each, an
"Early Amortization Event"), shall occur:
(a) (i) failure on the part of the Company or the Master Servicer to
direct any payment or deposit to be made, or failure of any payment or deposit
required by the terms of the Agreement or any Supplement to be made, in respect
of interest owing on any Term Certificates within five days of the date such
payment or deposit is required to be made;
(b) failure on the part of the Company duly to observe or perform in
any material respect any covenant or agreement of the Company set forth in any
Pooling and Servicing
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Agreement (including each covenant contained in Sections 2.07 and 2.08 of the
Agreement) that continues unremedied 30 days after the earlier of (i) the date
on which a Responsible Officer of the Company or, so long as the Master
Servicer is an Affiliate of the Company, a Responsible Officer of the Master
Servicer has knowledge of such failure and (ii) the date on which written
notice of such failure, requiring the same to be remedied, shall have been
given to the Company by the Trustee, or to the Company and the Trustee by
holders of the Term Certificates evidencing 10% or more of the Series 1994-3
Invested Amount;
(c) any representation or warranty made or deemed made by the Company
in any Pooling and Servicing Agreement to or for the benefit of the Term
Certificateholders shall prove to have been incorrect in any material respect
when made or when deemed made that continues to be incorrect 30 days after the
earlier of (i) the date on which a Responsible Officer of the Company or, so
long as the Master Servicer is an Affiliate of the Company, a Responsible
Officer of the Master Servicer has knowledge of such failure and (ii) the date
on which notice of such failure, requiring the same to be remedied, shall have
been given to the Company by the Trustee or to the Company and the Trustee by
holders of the Term Certificates evidencing 10% or more of the Series 1994-3
Invested Amount and as a result of such incorrectness, the interests, rights or
remedies of the Term Certificateholders have been materially and adversely
affected; provided, however, that an Early Amortization Event with respect to
Series 1994-3 shall not be deemed to have occurred under this paragraph if the
incorrectness of such representation or warranty gives rise to an obligation to
repurchase or make a Dilution Adjustment in respect of the related Receivables
and the Company has repurchased or made a Dilution Adjustment in respect of the
related Receivable or all such Receivables, if applicable, in accordance with
the provisions of any Pooling and Servicing Agreement;
(d) a Servicer Default other than any Servicer Default that is within
subsection 5.01(a) above shall have occurred and be continuing; or
(e) the Series 1994-3 Allocated Receivables Amount shall be less than
the Series 1994-3 Target Receivables Amount for any period of five consecutive
Business Days;
(f) a Purchase Termination Event shall have occurred and be
continuing;
(g) a Change in Control shall have occurred;
(h) any of the Agreement, the Servicing Agreement, this Supplement or
the Receivables Sale Agreement shall cease, for any reason, to be in full force
and effect, or the Company, the Seller, the Servicer or any Affiliate thereof
shall so assert in writing;
(i) the Lien created in favor of the Trust on all the Trust Assets
shall cease to be a perfected, first priority enforceable Lien thereon, or the
Company or Xxxxxx Micro Inc. shall so assert in writing (and such Receivables
are not repurchased pursuant to the Agreement);
(j) a Federal tax notice of Lien shall have been filed against the
Company or the Trust unless there shall have been delivered to the Trustee and
the Rating Agencies proof of release of such Lien;
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(k) 15 days shall have elapsed after a Responsible Officer of the
Company receives notice as to, or becomes aware of, a notice of Lien having
been filed by the Pension Benefit Guaranty Corporation against the Company or
the Trust under Section 412 (n) of the Code or Section 302(f) of ERISA for a
failure to make a required installment or other payment to a plan to which
Section 412 (n) of the Code or Section 302 (f) of ERISA applies unless there
shall have been delivered to the Trustee and the Rating Agencies proof of the
release of such Lien;
(l) (i) one or more judgments for the payment of money (to the extent
not bonded or covered by insurance to the reasonable satisfaction of the
Trustee) shall be rendered against the Company (A) in an aggregate amount
greater than $100,000 or (B) that, individually or in the aggregate, have
resulted or could reasonably be expected to result in a Company Material
Adverse Effect or (ii) one or more judgments for the payment of money (to the
extent not bonded or covered by insurance to the reasonable satisfaction of the
Trustee) shall be rendered against the Servicer, the Seller or any combination
thereof in an aggregate amount greater than (i) 7.25% of the Consolidated
Tangible Net Worth of Xxxxxx Micro Inc. at the end of the most recently ended
Fiscal Quarter or (ii) $80,000,000 whichever is less and the same shall remain
undischarged for a period of 30 consecutive days during which execution shall
not be effectively stayed, or any action shall be legally taken by a judgment
creditor to levy upon the assets or properties of the Company, the Servicer or
the Seller to enforce any such judgment and no stay of enforcement shall be in
effect;
(m) Payment of interest with respect to the Class A Certificates is
not made on the Payment Date (without regard to any grace period) more than
three times prior to the Scheduled Revolving Termination Date when the full
amount of funds that would be required to make such payment are not on deposit
in the Series 1994-3 Accrued Interest Sub-subaccount on such Payment Date;
provided, however that failure to make payment on a Payment Date will not be a
cause of an Early Amortization Event under this subsection (n) if such delay or
failure is reasonably attributable to any action taken or not taken by the
Trustee in respect of such payment, unless the Trustee's action or lack of
action was the direct result of misdirection, or lack of required direction, by
Xxxxxx Micro Inc.
then, in the case of (x) any event described in Section 7.01 of the Agreement
(other than the event described in Section 7.01(a)(vi) of the Agreement),
automatically without any notice or action on the part of the Trustee or the
holders of the Term Certificates, an early amortization period shall
immediately commence or (y) an event described above (or the event described in
Section 7.01(a)(vi) of the Agreement, after the applicable grace period (if
any) set forth in the applicable subsection, the Trustee may, and at the
written direction of 65% of the Series 1994-3 Invested Amount shall, by written
notice then given to the Company and the Master Servicer, declare that an early
amortization period has commenced as of the date of such notice with respect to
Series 1994-3 (any such period under clause (x) or (y) above an "Early
Amortization Period"); provided, however, that in the case of the event
described in clause (e) above, if an Early Amortization Period has not been
declared within 10 Business Days from the occurrence of such event, then an
Early Amortization Period shall occur automatically unless, (i) prior to the
end of such 10 Business Day period, the Series 1994-3 Allocated Receivables
Amount shall no longer be less than the Series 1994-3 Target Receivables Amount
and (ii) so long as the Series 1994-3 Allocated Receivables Amount continues to
be equal to or greater than the Series 1994-3
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Target Receivables Amount, Term Certificateholders evidencing 66-2/3% or more
of the Series 1994-3 Invested Amount voting as a single class shall have waived
the occurrence of such event.
ARTICLE VI
Servicing Fee
SECTION 6.01. Servicing Compensation.. A monthly servicing fee (the
"Series 1994-3 Monthly Servicing Fee") shall be payable to the Master Servicer
on each Payment Date for the preceding Settlement Period, in an amount equal to
the product of (a) the Servicing Fee and (b) the Series 1994-3 Invested
Percentage as of the end of the preceding Settlement Period. To the extent that
funds on deposit in the Series 1994-3 Non-Principal Collection Sub-subaccount
at any such date are insufficient to pay the Series 1994-3 Monthly Servicing
Fee due on such date as set forth in the Monthly Settlement Statement delivered
by the Master Servicer to the Trustee, the Trustee shall so notify the Company
and the Company shall immediately pay the Master Servicer the amount of any
such deficiency; provided, however that any payments to be made by the Company
pursuant to this Section shall, if the Master Servicer is Xxxxxx Micro Inc. or
an Affiliate thereto, (i) be Company Subordinated Obligations, (ii) be made
solely from funds available to the Company that are not required to be applied
to the Company Unsubordinated Obligations then due and (iii) not constitute a
general recourse claim against the Company but only a claim against the Company
to the extent of funds available after satisfying all Company Unsubordinated
Obligations then due.
ARTICLE VII
Covenants, Representations and Warranties
SECTION 7.01. Representations and Warranties of the Company and the
Master Servicer. The Company and the Master Servicer each hereby represents and
warrants to the Trustee and each of the Term Certificateholders that each and
every of their respective representations and warranties contained in the
Agreement and the Servicing Agreement is true and correct as of the Issuance
Date and any Subsequent Issuance Date.
SECTION 7.02. Covenants of the Company and the Master Servicer. The
Company and the Master Servicer each hereby agree, in addition to their
obligations under the Agreement and the Servicing Agreement, that:
(a) they shall not terminate the Agreement unless in compliance with
the terms of the Agreement and the supplements relating to each Outstanding
Series;
(b) they will (i) provide the Trustee with evidence, reasonably
satisfactory to the Trustee, of (A) the establishment of a disaster recovery
plan, (B) the establishment of computer back-up systems and (C) the operational
readiness of an off-site disaster recovery facility;
(c) for so long as any Term Certificates are outstanding and are
"restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act, the Company will cause to be provided to any holder of Term
Certificates and any prospective purchaser of Term Certificates or an interest
therein, upon the request of such holder or prospective purchaser, the
information
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35
required to be provided to such holder or prospective purchaser by Rule
144A(d)(4) under the Securities Act;
(d) it shall observe in all material respects each of its respective
covenants (both affirmative and negative) contained in the Agreement, the
Servicing Agreement, this Supplement and all other Transaction Documents to
which it is a party.
SECTION 7.03. Negative Covenant of the Company; Covenants of the
Master Servicer.
(a) The Company shall not make any Restricted Payment while Series
1994-3 is an Outstanding Series, except (i) from amounts distributed to the
Company (x) in respect of the Exchangeable Company Interest, provided that on
the date any such Restricted Payment is made, the Company is in compliance with
its payment obligations under Section 2.05 of the Agreement or (y) pursuant to
subsection 3.02(c); (ii) in compliance with all terms of the Transaction
Documents, including the Company's covenant as to net worth set forth in
subsection 2.07(m) of the Agreement and (iii) such Restricted Payment is made
in accordance with all corporate and legal formalities applicable to the
Company; provided that no Restricted Payment shall be made if an Early
Amortization Event has occurred and is continuing (or would occur as a result
of making such Restricted Payment).
(b) The Master Servicer hereby agrees that it shall observe each and
all of its respective covenants (both affirmative and negative) contained in
each Pooling and Servicing Agreement in all material respects.
ARTICLE VIII
Miscellaneous
SECTION 8.01. Ratification of Agreement. As modified and supplemented
by this Supplement, the Agreement is in all respects ratified and confirmed and
the Agreement as so supplemented by this Supplement shall be read, taken and
construed as one and the same instrument.
SECTION 8.02. Governing Law. THIS SUPPLEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE
TO ANY CONFLICT OF LAW PRINCIPLES, EXCEPT TO THE EXTENT ISSUES OF PERFECTION
ARE GOVERNED BY THE LAWS OF ANOTHER JURISDICTION.
SECTION 8.03. Further Assurances. Each of the Company, the Master
Servicer and the Trustee agrees, from time to time, to do and perform any and
all acts and to execute any and all further instruments required or reasonably
requested by the other more fully to effect the purposes of this Supplement and
the sale of the Term Certificates hereunder, including, without limitation, in
the case of the Company and the Master Servicer, the execution of any financing
or registration statements or similar documents or notices or continuation
statements relating to the Receivables and the other Trust Assets for filing or
registration under the provisions of the UCC or similar legislation of any
applicable jurisdiction provided that, in the case of the Trustee, in
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36
furtherance and without limiting the generality of subsection 8.01(d) of the
Agreement, the Trustee shall have received reasonable assurance of adequate
reimbursement and indemnity in connection with taking such action before the
Trustee shall be required to take any such action.
SECTION 8.04. No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of the Trustee or any Term
Certificateholder, any right, remedy, power or privilege hereunder, shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exhaustive of any rights, remedies, powers and privileges
provided by law.
SECTION 8.05. Amendments.
(a) This Supplement may only be amended, supplemented or otherwise
modified from time to time if (i) such amendment, supplement or modification is
effected in accordance with the provisions of Section 10.01 of the Agreement
and (ii) the Rating Agency Condition is satisfied; provided that any amendment,
supplement or modification which is governed by Section 10.01(a) of the
Agreement will be subject to the delivery of an Opinion of Counsel delivered to
the Trustee, that such action shall not have a Material Adverse Effect, and
further, any such amendment, supplement or modification will not be subject to
the second proviso of the first sentence set forth in Section 10.01(a) of the
Agreement; provided further that any amendment, supplement or modification
which is governed by Section 10.01(b) of the Agreement and relates to an
amendment, supplement or modification of Article III, Article IV, the
definition of the Class A Ratio, Series 1994-3 Required Subordinated Amount and
any defined terms used therein shall require the consent of Class A
Certificateholders evidencing more than 65% of the Series 1994-3 Invested
Amount, unless such amendment, supplement or modification increases the Class A
Ratio or the Series 1994-3 Required Subordinated Amount, in which case, no
consent of the Class A Certificateholders shall be required so long as the
Rating Agency Condition has been satisfied. Prior to consenting to any
amendment the Trustee shall be entitled to obtain and rely on an Opinion of
Counsel from the Company stating that such amendment is authorized and
permitted pursuant to the Agreement and this Supplement.
(b) The Receivables Sale Agreement may only be amended, supplemented
or modified, and any provision thereof may only be waived, with the consent of
the Class A Certificateholders evidencing more than 65% of the Aggregate
Invested Amount of all Series of Investor Certificates that (i) were
outstanding prior to the Effective Date and (ii) are adversely affected in any
material respect by such amendment, supplement, modification or waiver.
SECTION 8.06. Notices. All notices, requests and demands to or upon
any party hereto to be effective shall be given in the manner set forth in the
case of the Company, the Servicer and the Trustee, in Section 10.05 of the
Agreement, and in the case of any other party, in writing (including a
confirmed transmission by telecopy), and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made when delivered by hand
or three days after being deposited in the mail, postage prepaid, or, in the
case of telecopy notice, when
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37
received, addressed as follows in the case of the Rating Agencies or to such
other address as may be hereafter notified by the respective parties hereto:
Fitch: Fitch IBCA, Inc.
Xxx Xxxxx Xxxxxx Xxxxx
Xxx Xxxx, XX 00000
Telecopier (000) 000-0000
Attention: Asset-Backed Surveillance
S&P: Standard & Poor's Ratings Services
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Asset-Backed Surveillance Group
Telecopier: (000) 000-0000
Any notice required or permitted to be mailed to a Term Certificateholder shall
be given as provided in Section 4.03.
SECTION 8.07. Counterparts. This Supplement may be executed in any
number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original,
and all of which taken together shall constitute one and the same Agreement.
SECTION 8.08. No Bankruptcy Petition. Each Term Certificateholder
shall be deemed to have agreed by its acceptance of a Term Certificate (or a
beneficial interest therein) that, prior to the date which is one year and one
day after the later of (i) the last day of the Series 1994-3 Amortization
Period and (ii) the date that all Investor Certificates of each other
Outstanding Series are repaid in full, it will not institute against, or join
any other Person in instituting against, the Company any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
similar proceedings under any Federal or state bankruptcy or similar law.
SECTION 8.09. Limitation on Addition and Termination of Sellers.
(a) Notwithstanding anything to the contrary contained in the
Receivables Sale Agreement or the Agreement, the Company shall not consent to
the addition of a Seller thereunder unless each of the following conditions
shall have been satisfied:
(i) Each of the conditions set forth in Section 3.05 of the
Receivables Sale Agreement shall have been satisfied and the Trustee shall
have received evidence in the form of an appropriate Officer's Certificate
as to that fact.
(ii) The Company and the Trustee shall have received evidence that
the Rating Agency Condition shall have been satisfied with respect to the
addition of such Seller; provided that satisfaction of the Rating Agency
Condition (and such receipt of evidence thereof) shall not be required
with respect to the addition of up to three additional Sellers during any
calendar year, each of which meets the following criteria: (x) such
proposed
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38
additional Seller is, in the judgment of the Company as certified by the
Company to the Trustee in an Officer's Certificate, in the same line of
business as the existing Sellers as of the related Seller Addition Date
(as defined in the Receivables Sale Agreement) and (y) as of the Seller
Addition Date, immediately prior to giving effect to such addition, the
ratio (as determined by the Company and expressed as a percentage) of (I)
the aggregate Principal Amount of what would constitute all Eligible
Receivables of the proposed Seller if it were a Seller at the end of the
Business Day immediately preceding the Seller Addition Date minus the
amount which would constitute the Overconcentration Amount applicable to
such Receivables on the Seller Addition Date if the proposed Seller were a
Seller to (II) the Aggregate Receivables Amount on the Seller Addition
Date (before giving effect to such addition), is less than five percent;
provided, however, that in no event may additional Sellers be added
without satisfaction of the Rating Agency Condition and the consent of the
holders of 65% of the Aggregate Invested Amount of all Series of Investor
Certificates that were outstanding prior to the Effective Date if the
aggregate Principal Amount of what would constitute all Eligible
Receivables of all additional Sellers would exceed fifteen percent of the
aggregate Principal Amount of Receivables on the date upon which the first
additional Seller is added.
(iii) The Company and the Trustee shall have received a certificate
prepared by a Responsible Officer of the Master Servicer certifying that
after giving effect to the addition of such Seller, the Aggregate
Allocated Receivables Amount shall not be less than the Aggregate Target
Receivables Amount on the related Seller Addition Date and setting forth a
re-calculation of the Series 1994-3 Required Subordinated Amount
(including Receivables originated by the additional Sellers).
(iv) The Trustee shall have notified the Company and each Rating
Agency that a Standby Liquidation System is in place for such proposed
additional Seller.
(b) Notwithstanding anything to the contrary contained in the
Receivables Sale Agreement, the Company shall not consent to any request made
pursuant to Section 9.13(b) thereof, nor shall any Seller which is the subject
of such request be terminated under the Receivables Sale Agreement, in each
case unless (i) no Early Amortization Event, Potential Early Amortization Event
or Potential Purchase Termination Event (as defined in the Receivables Sale
Agreement) (other than with respect to the Seller to be so terminated) has
occurred and is continuing (both before and after giving effect to such
termination) and (ii) the Trustee shall have received prior written notice of
such termination (which notice shall be accompanied by a pro forma Daily Report
confirming that the Aggregate Allocated Receivables Amount shall not be less
than the Aggregate Target Receivables Amount, each calculated after giving
effect to such termination and excluding all Receivables originated by the
Seller to be terminated).
(c) Upon the termination of a Seller pursuant to Section 9.13(b) of
the Receivables Sale Agreement and the foregoing paragraph (c), the calculation
(including, without limitation, for purposes of the pro forma calculations
pursuant to paragraph (c) above) of the Aggregate Target Receivables Amount,
the Aggregate Allocated Receivables Amount, the Series 1994-3 Required
Subordinated Amount and all other amounts from which each such amount is
directly
35
39
or indirectly derived shall exclude in each case the Receivables originated by
such terminated Seller.
SECTION 8.10. Certificateholder List. Notwithstanding Section 5.07 of
the Agreement, each Class A Certificateholder shall have access to (a) the list
of Holders of Series 1994-3 Certificates without regard to the requirement set
forth in such Section that otherwise would require application by three or more
Holders or by Holders representing not less than 10% of the Invested Amount of
the Investor Certificates of any Series and (b) the list of Holders of any
other Series if three or more Holders or Holders representing not less than 5%
of the Invested Amount of the Investor Certificates of any Series apply in
writing to the Trustee, in each case subject to the terms and conditions of
Section 5.07.
SECTION 8.11. Late Charge. In the event that payment of interest or
principal with respect to the Class A Certificates is not made on the Payment
Date (without regard to any grace period) when the funds required to make such
payment are then on deposit in the Series 1994-3 Accrued Interest
Sub-subaccount or the Series 1994-3 Principal Collection Sub-subaccount, as
applicable, then unless such failure to pay is attributable to the
circumstances described in subsection (m) of Section 5.01, the Company shall
pay to each Class A Certificateholder a late charge (the "Late Charge")
calculated on a per diem basis on the amount of such late payment for each day
following the Payment Date until and including the date on which paid, at a
rate equal to the greater of (i) the Class A Certificate Rate plus 200 basis
points per annum and (ii) Chase's Prime Rate then in effect, such Late Charge
to be payable pursuant to Section 3.03 of the Agreement as set forth in this
Supplement.
SECTION 8.12. Final Payment; Surrender of Certificates. Final payment
on the Series 1994-3 Certificates shall be made to each Holder in the same
manner in which prior payments are made to such Holder and without any need for
such Holder to physically surrender its Class A Certificate(s) to the Trustee;
provided, that at such time as final payment or provision for final payment, of
the Series 1994-3 Certificates shall have been made, such Certificates shall be
deemed canceled and of no effect and shall not represent any further claim on
or interest in the Trust Assets notwithstanding any failure on the part of the
Holder thereof to physically surrender its Class A Certificate(s).
SECTION 8.13. Rights of the Trustee. The Trustee shall not be bound to
make any investigation into the facts of matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent,
direction, order, approval, bond, note or other paper or document, unless
requested in writing so to do by the Holders of Investor Certificates
evidencing more than 10% of the Series 1994-3 Invested Amount if the Class A
Certificateholders under this Supplement could be materially and adversely
affected if the Trustee does not perform such acts; provided, however, that if
the payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation
shall be, in the opinion of the Trustee, not reasonably assured to the Trustee
by the security afforded to it by the terms of this Agreement, the Trustee may
require reasonable indemnity against such cost, expense or liability as a
condition to so proceeding. The reasonable expense of every such examination
shall be paid by the Master Servicer (or, if Xxxxxx Micro Inc. is no longer the
Master Servicer, by Xxxxxx Micro Inc.) or, if paid by the Trustee, shall be
reimbursed by the
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Master Servicer (or if Xxxxxx Micro Inc. is no longer the Master Servicer, by
Xxxxxx Micro Inc.) upon demand. The Trustee shall be entitled to make such
further inquiry or investigation into such facts or matters as it may
reasonably see fit, and if the Trustee shall determine to make such further
inquiry or investigation, it shall be entitled to examine the books and records
of the Company, personally or by agent or attorney, at the sole cost and
expense of the Company.
In any case in which security or indemnity is required to be provided
by a Class A Certificateholder under any provision of the Pooling and Servicing
Agreements to either the Trustee, the Transfer Agent and Registrar, the
Company, the Master Servicer or any Servicer (an "Indemnified Party") as a
condition to such Indemnified Party taking, or not taking, any action, the
unsecured indemnity of any such Class A Certificateholder that is an Initial
Purchaser or is an institutional purchaser with an unsecured debt rating or
claims paying ability of at least "BBB" or its equivalent shall be deemed to
satisfy such requirement for security or indemnity.
SECTION 8.14. Waiver of Past Defaults. Without reference to Section
6.03 of the Servicing Agreement, Holders of Investor Certificates evidencing
more than 65% of the Series 1994-3 Invested Amount adversely affected in any
material respect may waive any continuing default by the Master Servicer, a
Servicer or the Company in the performance of its respective obligations
hereunder and its consequences. Upon any such waiver of a past default, such
default shall cease to exist, and any default arising therefrom shall be deemed
to have been remedied for every purpose of the Pooling and Servicing
Agreements. No such waiver shall extend to any subsequent or other default or
impair any right consequent thereon except to the extent expressly so waived.
Either the Company, the Master Servicer or the Servicer shall provide notice to
each Rating Agency of any such waiver.
SECTION 8.15. Amendment of Policies. Neither the Master Servicer, any
Servicer, nor any Seller shall without the consent of 65% of the Aggregate
Invested Amount of all Series of Investor Certificates that were outstanding
prior to the Effective Date, make any change in the Policies that could
reasonably be expected to have a material adverse effect on the collectibility
of the Receivables taken as a whole, or the ability of the Master Servicer to
perform its obligations under the Transaction Documents. The Master Servicer
shall provide written notice to each Rating Agency of any such change in the
Policies.
ARTICLE IX
Final Distributions
SECTION 9.01. Certain Distributions.
(a) Not later than 2:00 p.m., New York City time, on the Payment Date
following the date on which the proceeds from the disposition of the
Receivables pursuant to subsection 7.02(b) of the Agreement are deposited into
the Series 1994-3 Non-Principal Collection Sub-subaccount and the Series 1994-3
Principal Collection Sub-subaccount, the Trustee shall distribute such amounts
pursuant to Article III of this Supplement.
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(b) Notwithstanding anything to the contrary in this Supplement or the
Agreement, any distribution made pursuant to this Section shall be deemed to be
a final distribution pursuant to Section 9.03 of the Agreement with respect to
the Term Certificates.
42
IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee
have caused this Amended and Restated Series 1994-3 Supplement to be duly
executed by their respective officers as of the day and year first above
written.
XXXXXX FUNDING INC.,
By: /s/ P. Xxxx Xxxxxxxx
-------------------------------
Title: Attorney-in-Fact
XXXXXX MICRO INC., as Master Servicer,
By: /s/ P. Xxxx Xxxxxxxx
--------------------------------
Title: Senior Director & Worldwide
Assistant Treasurer
THE CHASE MANHATTAN BANK, not in its
individual capacity but solely as
Trustee,
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Title: Vice President
Signature Page
to
Series 1994-3 Supplement
43
EXHIBIT A TO
SERIES 1994-3 SUPPLEMENT
XXXXXX FUNDING MASTER TRUST
AMENDED AND RESTATED FORM OF CLASS A CERTIFICATE, SERIES 1994-3
REGISTERED
NO. $__________(of
$__________issued)
THIS TERM CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 (THE "ACT"). THE HOLDER HEREOF, BY PURCHASING THIS TERM CERTIFICATE,
AGREES THAT SUCH TERM CERTIFICATE MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY IN
ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS IN AN AMOUNT OF AT LEAST
$2,000,000 AND (1) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER
THE ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OR ACCOUNTS OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A OR (2) TO A PERSON WHO (A) IS AN INSTITUTIONAL "ACCREDITED INVESTOR",
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
ACT, AND WHO DELIVERS A PURCHASER LETTER TO THE TRUSTEE IN THE FORM ATTACHED TO
THE SERIES 1994-3 SUPPLEMENT OR (B) IS TAKING DELIVERY OF SUCH CERTIFICATE
PURSUANT TO A TRANSACTION THAT IS OTHERWISE EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE ACT, AS CONFIRMED IN AN OPINION OF COUNSEL ADDRESSED TO THE
TRUSTEE AND THE COMPANY WHICH OPINION AND COUNSEL ARE SATISFACTORY TO THE
COMPANY AND THE TRUSTEE.
THIS TERM CERTIFICATE MAY NOT BE ACQUIRED OR HELD BY OR ON BEHALF OF
(1) AN "EMPLOYEE BENEFIT PLAN" WITHIN THE MEANING OF SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR OTHER
RETIREMENT ARRANGEMENT, INDIVIDUAL RETIREMENT ACCOUNT OR XXXXX PLAN, WHETHER OR
NOT IT IS SUBJECT TO THE PROVISIONS OF TITLE I THERETO, (2) ANY PLAN DESCRIBED
IN SECTION 4975(e) (1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE") OR (3) ANY OTHER ENTITY THAT WOULD BE DEEMED TO BE A "BENEFIT PLAN
INVESTOR" WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION
2510.3-101(f) (2) (ANY OF THE FOREGOING, AN "ERISA ENTITY").THIS TERM
CERTIFICATE IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR BY ANY OTHER PERSON.
Purchasers of this Term Certificate will be deemed to have made
certain representations and warranties set forth in the Supplement (it being
understood that the Initial Purchaser named
A-1
44
herein shall not be deemed to have made any representation or warranty pursuant
to Section 2.05 of the Supplement).
This Class A Certificate evidences a fractional
undivided interest in the assets of the
XXXXXX FUNDING MASTER TRUST
the corpus of which consists of receivables representing amounts payable for
goods or services, which receivables have been purchased by Xxxxxx Funding
Inc., a Delaware corporation, which in turn transferred and assigned such
receivables to the Xxxxxx Micro Master Trust.
(Not an interest in or recourse obligation of
Xxxxxx Micro Inc., Xxxxxx Funding Inc.,
or any of their respective Affiliates)
This certifies that
[NAME OF CERTIFICATEHOLDER]
(the "Class A Certificateholder") is the registered owner of a fractional
undivided interest in the assets of Xxxxxx Funding Master Trust (the "Trust"),
originally created pursuant to the Pooling and Servicing Agreement, dated as of
February 12, 1993 (as amended and restated on March 8, 2000 and as the same may
from time to time be amended, restated, supplemented or otherwise modified
thereafter, the "Pooling Agreement"), by and among Xxxxxx Funding Inc., a
Delaware corporation (the "Company"), Xxxxxx Micro Inc., a California
corporation, as master servicer (the "Master Servicer") and The Chase Manhattan
Bank, a New York banking corporation, not in its individual capacity but solely
as trustee (in such capacity, the "Trustee") for the Trust, as supplemented by
the Amended and Restated Series 1994-3 Supplement, dated as of March 8, 2000
(as amended, supplemented or otherwise modified from time to time, the
"Supplement", collectively with the Pooling Agreement, the "Agreement"), by and
among the Company, the Master Servicer and the Trustee. The corpus of the Trust
consists of receivables (the "Receivables") representing amounts payable for
goods or services and all other Trust Assets referred to in the Agreement.
Although a summary of certain provisions of the Agreement is set forth below,
this Class A Certificate does not purport to summarize the Agreement, is
qualified in its entirety by the terms and provisions of the Agreement and
reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced hereby
and the rights, duties and obligations of the Trustee. A copy of the Agreement
may be requested by writing to the Trustee at The Chase Manhattan Bank, 000 X.
00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Advanced
Structured Products Group. To the extent not defined herein, the capitalized
terms used herein have the meanings ascribed to them in the Agreement.
This Class A Certificate is issued under, is entitled to the benefits
of, and is subject to, the terms, provisions and conditions of the Agreement,
to which Agreement the Class A Certificateholder by virtue of the acceptance
hereof assents and is bound.
The Master Servicer, the Company, each Class A Certificateholder and
the Trustee intend, for federal, state and local income and franchise tax
purposes only, that the Class A Certificates be evidence of indebtedness of the
Company secured by the Trust Assets and that the
A-2
45
Trust not be characterized as an association or publicly traded partnership
taxable as a corporation. The Class A Certificateholder, by the acceptance
hereof, agrees to treat the Class A Certificates for federal, state and local
income and franchise tax purposes as indebtedness of the Company.
This Class A Certificate is one of a Class of Investor Certificates
entitled "Xxxxxx Micro Master Trust, Class A Certificates, Series 1994-3" (the
"Class A Certificates" and also referred to as the "Term Certificates"). The
Term Certificates represent fractional undivided interests in the Trust Assets,
consisting of the right to receive distributions specified in the Supplement
out of (i) the Series 1994-3 Invested Percentage (expressed as a decimal) of
the Collections received with respect to the Receivables and of all other funds
on deposit in the Collection Account and (ii) to the extent such interests
appear in the Supplement, all other funds on deposit in the Series 1994-3
Collection Subaccount and any subaccounts thereof (the "Series 1994-3
Certificateholders' Interest"). Concurrent with the issuance of the Term
Certificates, the Trust shall also issue a Subordinated Company Interest to the
Company representing a fractional undivided interest in the Trust Assets,
consisting of the right to receive the distributions specified in the
Supplement out of (i) the Series 1994-3 Invested Percentage (expressed as a
decimal) of Collections received with respect to the Receivables and all other
funds on deposit in the Collection Account and (ii) to the extent such
interests appear in the Supplement, all other funds on deposit in the Series
1994-3 Collection Subaccount and any subaccounts thereof, in each case to the
extent not required to be distributed to or for the benefit of the Term
Certificateholders (the "Series 1994-3 Subordinated Interest"). The Trust
Assets are allocated in part to the Term Certificateholders and the holders of
the Series 1994-3 Subordinated Interest with the remainder allocated to the
Investor Certificateholders and the holders of the Subordinated Company
Interest of other Series and to the Company. An Exchangeable Company Interest
representing the Company's interest in the Trust was issued to the Company
pursuant to the Pooling Agreement on March 8, 2000. The Exchangeable Company
Interest represents the interest in the Trust Assets not represented by the
Investor Certificates and Subordinated Company Interest of each Outstanding
Series. The Exchangeable Company Interest may be decreased by the Company
pursuant to the Pooling Agreement in exchange for an increase in the Invested
Amount of a Class of Investor Certificates of an Outstanding Series and an
increase in the related Series Subordinated Company Interest, or one or more
newly issued Series of Investor Certificates and the related newly issued
Series Subordinated Company Interest, upon the conditions set forth in the
Pooling Agreement.
Interest on the Class A Invested Amount will be distributed to the
Class A Certificateholders on each Payment Date. The interest payable on each
Payment Date shall be an amount equal to the product of (i) the Class A
Certificate Rate, (ii) the Class A Invested Amount on the first day of such
Accrual Period (after giving effect to any distributions of principal on such
date) and (iii) the actual number of days in such Accrual Period divided by
360. Interest due but not paid on any Payment Date (the "Class-A Interest
Shortfall") will be due on the next Payment Date, together with interest on
such amount equal to the product, for the Accrual Period succeeding such
Accrual Period (or portion thereof) until such Class A Interest Shortfall is
paid, of (i) a rate per annum equal to the Class A Certificate Rate, (ii) such
Class A Interest Shortfall (or the portion thereof which has not been paid to
the Class A Certificateholders) and (iii) the actual number of days in such
succeeding Accrual Period divided by 360.
A-3
46
On each Payment Date during the Series 1994-3 Amortization Period, a
Series 1994-3 Monthly Principal Payment shall be made from amounts deposited
into the Series 1994-3 Principal Collection Subsubaccount during the preceding
Accrual Period (after the payment of any Servicing Fees due to the Successor
Servicer), pro rata to the Class A Certificateholders until repayment in full
of the Class A Invested Amount on such date. The Class A Invested Amount may be
otherwise reduced by distributions to the Class A Certificateholders as set
forth in the Agreement.
Distributions with respect to this Class A Certificate shall be paid
by the Trustee or its agent in immediately available funds to the Class A
Certificateholder at the registered address of the Class A Certificateholder as
provided to the Trustee. Final payment of this Class A Certificate shall be
made after due notice of such final distribution delivered by the Trustee to
the Class A Certificateholders in accordance with the Agreement. The Class A
Invested Amount may be prepaid by the Company in accordance with the Agreement.
This Class A Certificate does not represent an obligation of, or an
interest in, the Company, the Servicer or any Affiliate of either of them.
Subject to the provisions of the Agreement, the transfer of this Class
A Certificate shall be registered in the Certificate Register upon surrender of
this Class A 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 the
Class A Certificateholder's attorney-in-fact duly authorized in writing, and
thereupon one or more Class A Certificates of authorized denominations and of
like Investor Certificateholders' Interests will be issued to the designated
transferee or transferees.
The Trustee, the Company, the Paying Agent, the Transfer Agent and
Registrar and any agent of either of them, may treat the person in whose name
this Class A Certificate is registered as the owner hereof for all purposes.
It is expressly understood and agreed by the Company and the Class A
Certificateholder that (i) the Agreement is executed and delivered by the
Trustee, not individually or personally but solely as Trustee of the Trust, in
the exercise of the powers and authority conferred and vested in it, (ii)
except as set forth in the Agreement, the representations, undertakings and
agreements made on the part of the Trust in the Agreement are made and intended
not as personal representations, undertakings and agreements by the Trustee,
but are made and intended for the purpose of binding only the Trust, (iii)
nothing herein contained shall be construed as creating any liability of the
Trustee, individually or personally, to perform any covenant either expressed
or implied made on the part of the Trust in the Agreement, all such liability,
if any, being expressly waived by the parties who are signatories to the
Agreement and by any Person claiming by, through or under such parties;
provided, however, the Trustee shall be liable in its individual capacity for
its own willful misconduct or negligence and for any tax assessed against the
Trustee based on or measured by any fees, commission or compensation received
by it for acting as Trustee and (iv) under no circumstances shall the Trustee
be personally liable for the payment of any indebtedness or expenses of the
Trust or be liable for the breach or failure of any
A-4
47
obligation, representation, warranty or covenant made or undertaken by the
Trust under the Agreement.
This Class A Certificate shall be construed in accordance with and
governed by the laws of the State of New York without reference to any conflict
of law principles.
The Class A Certificateholder hereby agrees that, prior to the date
which is one year and one day after the later of (i) the last day of the Series
1994-3 Amortization Period and (ii) the date that any Investor Certificates of
any other Outstanding Series are paid in full, it will not institute against,
or join any other Person in instituting against, the Company any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
similar proceedings under any federal or state bankruptcy or similar law.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Class A Certificate
shall not be entitled to any benefit under the Agreement, or be valid for any
purpose.
A-5
48
IN WITNESS WHEREOF, the Company has caused this Amended and Restated
Class A Certificate to be duly executed.
Dated: , 20
XXXXXX FUNDING INC., as
authorized pursuant to Section 5.01
of the Pooling Agreement
By:
-------------------------------
Title:
A-6
49
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates described in the
within-mentioned Agreement.
The Chase Manhattan Bank,
not in its individual
capacity but solely
as Trustee,
By: OR By:
------------------------ -------------------------
Authorized Signatory Authenticating Agent
By:
-------------------------
Authenticating Agent
A-7
50
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE(S)
--------------------------------------------------------------------
--------------------------------------------------------------------
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
attorney, with full power of substitution in the premises, to transfer said
certificate on the books kept for registration thereof.
The undersigned certifies that:
(check one)
[ ] The undersigned is transferring this Term Certificate to a Person it
reasonably believes is a "Qualified Institutional Buyer" (as defined
in Rule 144A under the Act) who has been informed that the sale is
being made in reliance upon Rule 144A.
[ ] The undersigned is transferring this Term Certificate in
accordance with the other provisions of the legends set forth
herein.
Dated:
--------------
. . . . . . . . . . . . . . . . . . . .
Note: The signature(s) to this
Assignment must correspond with
the name(s) as written on the
face of the within certificate
in every particular, without
alteration or any change
whatsoever.
A-8
51
EXHIBIT B TO
SERIES 1994-3 SUPPLEMENT
FORM OF DAILY REPORT
Attached.
52
XXXXXX FUNDING MASTER TRUST
---------------------------------------------------------------------------------------------------------------------
Company Interest Series 1993-2 Series 1994-2 Series 1994-3
-----------------------------------------------------------------------------
Investor Interest Investor Interest Investor Interest Investor Interest
---------------------------------------------------------------------------------------------------------------------
POOL ACTIVITY
Beginning Receivables Balance
Plus: Gross Credit Sales
Plus: Inter-Co. Sales
Less: Inter-Co. Collections
Less: Collections
Less: Net Write-Offs
Less: Total Dilution Adjustments
Plus/Less: A/R Adjustments
Less: Repurchased Receivables
Ending Receivables Balance
Less: Defaulted Receivables
Less: Total Ineligible Receivables
Total Eligible Receivables
Less: Overconcentration Amount
Aggregate Receivables Amount
Invested Amount #N/A #N/A #N/A
Adjusted Invested Amount #N/A #N/A #N/A
Required Subordinated Amount #N/A #N/A #N/A
Target Receivables Amount #N/A #N/A #N/A
Allocated Receivables Amount #N/A #N/A #N/A #N/A
Collateral Compliance #N/A #N/A #N/A
Ending Invested % #N/A #N/A #N/A #N/A
---------------------------------------------------------------------------------------------------------------------
DAILY ALLOCATION OF COLLECTIONS
A) Amt. Transferred to Collection Account
(Aggregate Daily Collections)
B) Transfer to Series '93,'94,'94,'00
Collection Subaccounts (from A) #N/A #N/A #N/A
C) Transfer to Company Collection
Subaccount (from A) #N/A
D) Transfer to Series Non-Principal
Collection Sub-subaccount (from B) #N/A #N/A #N/A
E) Transfer to Series Accrued
Interest Sub-subaccount (from D) #N/A #N/A #N/A
F) Transfer to Series Principal
Collection Sub-subaccount (from B) #N/A #N/A #N/A
G) Amount to hold in Principal
Collection Sub-subaccount (from B) #N/A #N/A #N/A
H) Transfer to Company
Collection Subaccount (from B) #N/A #N/A #N/A
I) Transfer to Company Collection
Subaccount (from F) -
Wire to Series 1993-2 (Interest due
3/15, 6/15, 9/15 and 12/15) -
---
Wire to Series 1994-2 (Interest due
3/15, 6/15, 9/15 and 12/15) -
---
Wire to Series 1994-3 (Interest due
3/15, 6/15, 9/15 and 12/15) -
---
Wire to Series 2000-1 (Interest due
5th - Program Costs Daily)
J) Total Transfer to Company Collection
Subaccount (Wire to Company) #N/A #N/A #N/A #N/A
-----------------------------------------------------------------------
Total Held at Trust #N/A #N/A #N/A
---------------------------------------------------------------------------------------------------------------------
REPORT DATE ACTIVITY DATE
6-Mar-00
----------------------------------------------------------------------------
Series 2000-1
------------------- Pool
Investor Interest Balance
----------------------------------------------------------------------------
POOL ACTIVITY
Beginning Receivables Balance #N/A
Plus: Gross Credit Sales #N/A
Plus: Inter-Co. Sales #N/A
Less: Inter-Co. Collections #N/A
Less: Collections #N/A
Less: Net Write-Offs #N/A
Less: Total Dilution Adjustments #N/A
Plus/Less: A/R Adjustments #N/A
Less: Repurchased Receivables #N/A
-----------
Ending Receivables Balance #N/A
#N/A
Less: Defaulted Receivables #N/A
Less: Total Ineligible Receivables #N/A
-----------
Total Eligible Receivables #N/A
Less: Overconcentration Amount #N/A
-----------
Aggregate Receivables Amount #N/A
#N/A
Invested Amount #N/A
Adjusted Invested Amount #N/A
Required Subordinated Amount #N/A
Target Receivables Amount #N/A
Allocated Receivables Amount #N/A #N/A
Collateral Compliance #N/A
Ending Invested % #N/A #N/A
----------------------------------------------------------------------------
DAILY ALLOCATION OF COLLECTIONS
A) Amt. Transferred to Collection Account
(Aggregate Daily Collections) #N/A
B) Transfer to Series '93,'94,'94,'00
Collection Subaccounts (from A) #N/A
C) Transfer to Company Collection
Subaccount (from A)
D) Transfer to Series Non-Principal
Collection Sub-subaccount (from B) #N/A
E) Transfer to Series Accrued
Interest Sub-subaccount (from D) #N/A
F) Transfer to Series Principal
Collection Sub-subaccount (from B) #N/A
G) Amount to hold in Principal
Collection Sub-subaccount (from B) #N/A
H) Transfer to Company
Collection Subaccount (from B) #N/A
I) Transfer to Company Collection
Subaccount (from F)
Wire to Series 1993-2 (Interest due
3/15, 6/15, 9/15 and 12/15)
Wire to Series 1994-2 (Interest due
3/15, 6/15, 9/15 and 12/15)
Wire to Series 1994-3 (Interest due
3/15, 6/15, 9/15 and 12/15)
Wire to Series 2000-1 (Interest due
5th - Program Costs Daily) -
---
J) Total Transfer to Company Collection
Subaccount (Wire to Company) #N/A #N/A
-------------------------------------
Total Held at Trust #N/A #N/A
----------------------------------------------------------------------------
#N/A
The undersigned, an Officer of Xxxxxx Micro, as Master Servicer, certifies that
the information set forth above is true and correct and it has performed in all
material respects all of its obligations as Servicer under the Pooling and
Servicing Agreements required to be performed as of the date hereof.
Signature: Name: Title: Date:
--------------------------------------------------------------------------------
1
53
EXHIBIT C TO
SERIES 1994-3 SUPPLEMENT
------------------------
FORM OF MONTHLY SETTLEMENT STATEMENT
Attached.
C-1
54
XXXXXX FUNDING MASTER TRUST
Beginning Date 1-Apr-00 Apr-00
Ending Date 1-May-00
(Non-Inter-Co.)
Beginning Gross Gross Credit Inter-Co. Inter-Co. (Non-Inter-Co.)
Receivable Balance Sales Sales Collections Collections Net Write-Offs
==================================================================================================
Saturday 1-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 2-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 3-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 4-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 5-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 6-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Friday 7-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Saturday 8-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 9-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 10-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 11-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 12-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 13-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Friday 14-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Saturday 15-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 16-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 17-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 18-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 19-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 20-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Friday 21-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Saturday 22-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 23-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 24-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 25-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 26-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 27-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Friday 28-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Saturday 29-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 30-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 1-May-00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 2-May-00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 3-May-00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 4-May-00 0.00 0.00 0.00 0.00 0.00 0.00
=====
Totals : 0.00 0.00 0.00 0.00 0.00
Dilutative Items
----------------------
Defective Non-
Product Resellable
========================
Saturday 1-Apr-00 0.00 0.00
Sunday 2-Apr-00 0.00 0.00
Monday 3-Apr-00 0.00 0.00
Tuesday 4-Apr-00 0.00 0.00
Wednesday 5-Apr-00 0.00 0.00
Thursday 6-Apr-00 0.00 0.00
Friday 7-Apr-00 0.00 0.00
Saturday 8-Apr-00 0.00 0.00
Sunday 9-Apr-00 0.00 0.00
Monday 10-Apr-00 0.00 0.00
Tuesday 11-Apr-00 0.00 0.00
Wednesday 12-Apr-00 0.00 0.00
Thursday 13-Apr-00 0.00 0.00
Friday 14-Apr-00 0.00 0.00
Saturday 15-Apr-00 0.00 0.00
Sunday 16-Apr-00 0.00 0.00
Monday 17-Apr-00 0.00 0.00
Tuesday 18-Apr-00 0.00 0.00
Wednesday 19-Apr-00 0.00 0.00
Thursday 20-Apr-00 0.00 0.00
Friday 21-Apr-00 0.00 0.00
Saturday 22-Apr-00 0.00 0.00
Sunday 23-Apr-00 0.00 0.00
Monday 24-Apr-00 0.00 0.00
Tuesday 25-Apr-00 0.00 0.00
Wednesday 26-Apr-00 0.00 0.00
Thursday 27-Apr-00 0.00 0.00
Friday 28-Apr-00 0.00 0.00
Saturday 29-Apr-00 0.00 0.00
Sunday 30-Apr-00 0.00 0.00
Monday 1-May-00 0.00 0.00
Tuesday 2-May-00 0.00 0.00
Wednesday 3-May-00 0.00 0.00
Thursday 4-May-00 0.00 0.00
Totals : 0.00 0.00
Index-> #N/A
2
55
XXXXXX FUNDING MASTER TRUST
Beginning Date 1-Apr-00
Ending Date 1-May-00
Dilutative Items
------------------------------------------------------------------ Total
Stock A/P Wrong Daily Credits Other Dilutative A/R
Balancing Adjustments Shipment In Other A/R Dilutive Adjustments Adjustments
==============================================================================================
Saturday 1-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 2-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 3-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 4-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 5-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 6-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Friday 7-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Saturday 8-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 9-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 10-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 11-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 12-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 13-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Friday 14-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Saturday 15-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 16-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 17-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 18-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 19-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 20-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Friday 21-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Saturday 22-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 23-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 24-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 25-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 26-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 27-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Friday 28-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Saturday 29-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 30-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 1-May-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 2-May-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 3-May-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 4-May-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
=====
Totals : 0.00 0.00 0.00 0.00 0.00 0.00
Ending
Repurchased Receivables
Receivables Balance
===========================
Saturday 1-Apr-00 0.00 0.00
Sunday 2-Apr-00 0.00 0.00
Monday 3-Apr-00 0.00 0.00
Tuesday 4-Apr-00 0.00 0.00
Wednesday 5-Apr-00 0.00 0.00
Thursday 6-Apr-00 0.00 0.00
Friday 7-Apr-00 0.00 0.00
Saturday 8-Apr-00 0.00 0.00
Sunday 9-Apr-00 0.00 0.00
Monday 10-Apr-00 0.00 0.00
Tuesday 11-Apr-00 0.00 0.00
Wednesday 12-Apr-00 0.00 0.00
Thursday 13-Apr-00 0.00 0.00
Friday 14-Apr-00 0.00 0.00
Saturday 15-Apr-00 0.00 0.00
Sunday 16-Apr-00 0.00 0.00
Monday 17-Apr-00 0.00 0.00
Tuesday 18-Apr-00 0.00 0.00
Wednesday 19-Apr-00 0.00 0.00
Thursday 20-Apr-00 0.00 0.00
Friday 21-Apr-00 0.00 0.00
Saturday 22-Apr-00 0.00 0.00
Sunday 23-Apr-00 0.00 0.00
Monday 24-Apr-00 0.00 0.00
Tuesday 25-Apr-00 0.00 0.00
Wednesday 26-Apr-00 0.00 0.00
Thursday 27-Apr-00 0.00 0.00
Friday 28-Apr-00 0.00 0.00
Saturday 29-Apr-00 0.00 0.00
Sunday 30-Apr-00 0.00 0.00
Monday 1-May-00 0.00 0.00
Tuesday 2-May-00 0.00 0.00
Wednesday 3-May-00 0.00 0.00
Thursday 4-May-00 0.00 0.00
=====
Totals : 0.00
Index-> #N/A
3
56
XXXXXX FUNDING MASTER TRUST
Beginning Date 1-Apr-00
Ending Date 1-May-00
DEFAULTED RECEIVABLES INELIGIBLE RECEIVABLES
------------------------------------------------------------------------------------------------------
61-90 Days 91-120 Days 121+ Days Credits Over 60 35% Cross Aged Federal
Past Due Past Due Past Due Past Due >121 Days Government Inter-Company
------------------------------------------------------------------------------------------------------
Saturday 1-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 2-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 3-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 4-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 5-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 6-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Friday 7-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Saturday 8-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 9-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 10-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 11-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 12-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 13-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Friday 14-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Saturday 15-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 16-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 17-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 18-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 19-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 20-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Friday 21-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Saturday 22-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 23-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 24-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 25-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 26-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 27-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Friday 28-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Saturday 29-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 30-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 1-May-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 2-May-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 3-May-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 4-May-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Totals :
INELIGIBLE RECEIVABLES
-------------------------------------
Foreign Contra
Select Source Receivables Balances
-------------------------------------
Saturday 1-Apr-00 0.00 0.00 0.00
Sunday 2-Apr-00 0.00 0.00 0.00
Monday 3-Apr-00 0.00 0.00 0.00
Tuesday 4-Apr-00 0.00 0.00 0.00
Wednesday 5-Apr-00 0.00 0.00 0.00
Thursday 6-Apr-00 0.00 0.00 0.00
Friday 7-Apr-00 0.00 0.00 0.00
Saturday 8-Apr-00 0.00 0.00 0.00
Sunday 9-Apr-00 0.00 0.00 0.00
Monday 10-Apr-00 0.00 0.00 0.00
Tuesday 11-Apr-00 0.00 0.00 0.00
Wednesday 12-Apr-00 0.00 0.00 0.00
Thursday 13-Apr-00 0.00 0.00 0.00
Friday 14-Apr-00 0.00 0.00 0.00
Saturday 15-Apr-00 0.00 0.00 0.00
Sunday 16-Apr-00 0.00 0.00 0.00
Monday 17-Apr-00 0.00 0.00 0.00
Tuesday 18-Apr-00 0.00 0.00 0.00
Wednesday 19-Apr-00 0.00 0.00 0.00
Thursday 20-Apr-00 0.00 0.00 0.00
Friday 21-Apr-00 0.00 0.00 0.00
Saturday 22-Apr-00 0.00 0.00 0.00
Sunday 23-Apr-00 0.00 0.00 0.00
Monday 24-Apr-00 0.00 0.00 0.00
Tuesday 25-Apr-00 0.00 0.00 0.00
Wednesday 26-Apr-00 0.00 0.00 0.00
Thursday 27-Apr-00 0.00 0.00 0.00
Friday 28-Apr-00 0.00 0.00 0.00
Saturday 29-Apr-00 0.00 0.00 0.00
Sunday 30-Apr-00 0.00 0.00 0.00
Monday 1-May-00 0.00 0.00 0.00
Tuesday 2-May-00 0.00 0.00 0.00
Wednesday 3-May-00 0.00 0.00 0.00
Thursday 4-May-00 0.00 0.00 0.00
Totals :
Index-> #N/A
4
57
XXXXXX FUNDING MASTER TRUST
Beginning Date 1-Apr-00
Ending Date 1-May-00
INELIGIBLE RECEIVABLES
-------------------------------------------------------------------------------------------------------------
Non Qualifying Customers with Trade Litigation & Unaplied Cash Accured
ChargeBacks DIP Obligor Terms > 90 Days Discounts Collection Adjustment Pricing Credits Other
-------------------------------------------------------------------------------------------------------------
Saturday 1-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 2-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 3-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 4-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 5-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 6-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Friday 7-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Saturday 8-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 9-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 10-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 11-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 12-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 13-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Friday 14-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Saturday 15-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 16-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 17-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 18-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 19-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 20-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Friday 21-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Saturday 22-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 23-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 24-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 25-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 26-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 27-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Friday 28-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Saturday 29-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 30-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 1-May-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 2-May-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 3-May-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 4-May-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Totals :
Total Total
Ineligible Eligible
Receivables Receivables
--------------------------
Saturday 1-Apr-00 0.00 0.00
Sunday 2-Apr-00 0.00 0.00
Monday 3-Apr-00 0.00 0.00
Tuesday 4-Apr-00 0.00 0.00
Wednesday 5-Apr-00 0.00 0.00
Thursday 6-Apr-00 0.00 0.00
Friday 7-Apr-00 0.00 0.00
Saturday 8-Apr-00 0.00 0.00
Sunday 9-Apr-00 0.00 0.00
Monday 10-Apr-00 0.00 0.00
Tuesday 11-Apr-00 0.00 0.00
Wednesday 12-Apr-00 0.00 0.00
Thursday 13-Apr-00 0.00 0.00
Friday 14-Apr-00 0.00 0.00
Saturday 15-Apr-00 0.00 0.00
Sunday 16-Apr-00 0.00 0.00
Monday 17-Apr-00 0.00 0.00
Tuesday 18-Apr-00 0.00 0.00
Wednesday 19-Apr-00 0.00 0.00
Thursday 20-Apr-00 0.00 0.00
Friday 21-Apr-00 0.00 0.00
Saturday 22-Apr-00 0.00 0.00
Sunday 23-Apr-00 0.00 0.00
Monday 24-Apr-00 0.00 0.00
Tuesday 25-Apr-00 0.00 0.00
Wednesday 26-Apr-00 0.00 0.00
Thursday 27-Apr-00 0.00 0.00
Friday 28-Apr-00 0.00 0.00
Saturday 29-Apr-00 0.00 0.00
Sunday 30-Apr-00 0.00 0.00
Monday 1-May-00 0.00 0.00
Tuesday 2-May-00 0.00 0.00
Wednesday 3-May-00 0.00 0.00
Thursday 4-May-00 0.00 0.00
Totals :
Index-> #N/A
5
58
XXXXXX FUNDING MASTER TRUST
Beginning Date 1-Apr-00
Ending Date 1-May-00
(EARLY) AMORTIZATION PERIOD ONLY
----------------------------------------------
Repurchase Repurchase Overconcentration Aggregate
Overconcentration Obligation for Obligation for plus Ineligible Receivables
Amount Defaulted Receivables Ineligible Receivables Receivables Amount
========================================================================================================
Saturday 1-Apr-00 0.00 0.00 0.00 0.00 0.00
Sunday 2-Apr-00 0.00 0.00 0.00 0.00 0.00
Monday 3-Apr-00 0.00 0.00 0.00 0.00 0.00
Tuesday 4-Apr-00 0.00 0.00 0.00 0.00 0.00
Wednesday 5-Apr-00 0.00 0.00 0.00 0.00 0.00
Thursday 6-Apr-00 0.00 0.00 0.00 0.00 0.00
Friday 7-Apr-00 0.00 0.00 0.00 0.00 0.00
Saturday 8-Apr-00 0.00 0.00 0.00 0.00 0.00
Sunday 9-Apr-00 0.00 0.00 0.00 0.00 0.00
Monday 10-Apr-00 0.00 0.00 0.00 0.00 0.00
Tuesday 11-Apr-00 0.00 0.00 0.00 0.00 0.00
Wednesday 12-Apr-00 0.00 0.00 0.00 0.00 0.00
Thursday 13-Apr-00 0.00 0.00 0.00 0.00 0.00
Friday 14-Apr-00 0.00 0.00 0.00 0.00 0.00
Saturday 15-Apr-00 0.00 0.00 0.00 0.00 0.00
Sunday 16-Apr-00 0.00 0.00 0.00 0.00 0.00
Monday 17-Apr-00 0.00 0.00 0.00 0.00 0.00
Tuesday 18-Apr-00 0.00 0.00 0.00 0.00 0.00
Wednesday 19-Apr-00 0.00 0.00 0.00 0.00 0.00
Thursday 20-Apr-00 0.00 0.00 0.00 0.00 0.00
Friday 21-Apr-00 0.00 0.00 0.00 0.00 0.00
Saturday 22-Apr-00 0.00 0.00 0.00 0.00 0.00
Sunday 23-Apr-00 0.00 0.00 0.00 0.00 0.00
Monday 24-Apr-00 0.00 0.00 0.00 0.00 0.00
Tuesday 25-Apr-00 0.00 0.00 0.00 0.00 0.00
Wednesday 26-Apr-00 0.00 0.00 0.00 0.00 0.00
Thursday 27-Apr-00 0.00 0.00 0.00 0.00 0.00
Friday 28-Apr-00 0.00 0.00 0.00 0.00 0.00
Saturday 29-Apr-00 0.00 0.00 0.00 0.00 0.00
Sunday 30-Apr-00 0.00 0.00 0.00 0.00 0.00
Monday 1-May-00 0.00 0.00 0.00 0.00 0.00
Tuesday 2-May-00 0.00 0.00 0.00 0.00 0.00
Wednesday 3-May-00 0.00 0.00 0.00 0.00 0.00
Thursday 4-May-00 0.00 0.00 0.00 0.00 0.00
Totals :
---------------
Series 1993-2
Invested Amount
===============
1-Apr-00 -
2-Apr-00 -
3-Apr-00 -
4-Apr-00 -
5-Apr-00 -
6-Apr-00 -
7-Apr-00 -
8-Apr-00 -
9-Apr-00 -
10-Apr-00 -
11-Apr-00 -
12-Apr-00 -
13-Apr-00 -
14-Apr-00 -
15-Apr-00 -
16-Apr-00 -
17-Apr-00 -
18-Apr-00 -
19-Apr-00 -
20-Apr-00 -
21-Apr-00 -
22-Apr-00 -
23-Apr-00 -
24-Apr-00 -
25-Apr-00 -
26-Apr-00 -
27-Apr-00 -
28-Apr-00 -
29-Apr-00 -
30-Apr-00 -
1-May-00 -
2-May-00 -
3-May-00 -
4-May-00 -
Index-> #N/A
6
59
XXXXXX FUNDING MASTER TRUST
Beginning Date 1-Apr-00
Ending Date 1-May-00
SERIES 1993-2 MEDIUM TERM NOTES
-----------------------------------------------------------------------------
Principal Cumulative Adjusted Required
Sub-Acct. Principal Invested Subordinated Required
Deposit Amount Sub-Acct. Amount Amount Reserve %
=============================================================================
Saturday 1-Apr-00 - - - #DIV/0! 0.00%
Sunday 2-Apr-00 - - - #DIV/0! 0.00%
Monday 3-Apr-00 - - - #DIV/0! 0.00%
Tuesday 4-Apr-00 - - - #DIV/0! 0.00%
Wednesday 5-Apr-00 - - - #DIV/0! 0.00%
Thursday 6-Apr-00 - - - #DIV/0! 0.00%
Friday 7-Apr-00 - - - #DIV/0! 0.00%
Saturday 8-Apr-00 - - - #DIV/0! 0.00%
Sunday 9-Apr-00 - - - #DIV/0! 0.00%
Monday 10-Apr-00 - - - #DIV/0! 0.00%
Tuesday 11-Apr-00 - - - #DIV/0! 0.00%
Wednesday 12-Apr-00 - - - #DIV/0! 0.00%
Thursday 13-Apr-00 - - - #DIV/0! 0.00%
Friday 14-Apr-00 - - - #DIV/0! 0.00%
Saturday 15-Apr-00 - - - #DIV/0! 0.00%
Sunday 16-Apr-00 - - - #DIV/0! 0.00%
Monday 17-Apr-00 - - - #DIV/0! 0.00%
Tuesday 18-Apr-00 - - - #DIV/0! 0.00%
Wednesday 19-Apr-00 - - - #DIV/0! 0.00%
Thursday 20-Apr-00 - - - #DIV/0! 0.00%
Friday 21-Apr-00 - - - #DIV/0! 0.00%
Saturday 22-Apr-00 - - - #DIV/0! 0.00%
Sunday 23-Apr-00 - - - #DIV/0! 0.00%
Monday 24-Apr-00 - - - #DIV/0! 0.00%
Tuesday 25-Apr-00 - - - #DIV/0! 0.00%
Wednesday 26-Apr-00 - - - #DIV/0! 0.00%
Thursday 27-Apr-00 - - - #DIV/0! 0.00%
Friday 28-Apr-00 - - - #DIV/0! 0.00%
Saturday 29-Apr-00 - - - #DIV/0! 0.00%
Sunday 30-Apr-00 - - - #DIV/0! 0.00%
Monday 1-May-00 - - - #DIV/0! 0.00%
Tuesday 2-May-00 - - - #DIV/0! 0.00%
Wednesday 3-May-00 - - - #DIV/0! 0.00%
Thursday 4-May-00 - - - #DIV/0! 0.00%
Totals :
SERIES 1993-2 MEDIUM TERM NOTES
-------------------------------
Series 1993-2
Carrying Cost Servicing
Reserve % Reserve %
===============================
Saturday 1-Apr-00 0.00% 0.00%
Sunday 2-Apr-00 0.00% 0.00%
Monday 3-Apr-00 0.00% 0.00%
Tuesday 4-Apr-00 0.00% 0.00%
Wednesday 5-Apr-00 0.00% 0.00%
Thursday 6-Apr-00 0.00% 0.00%
Friday 7-Apr-00 0.00% 0.00%
Saturday 8-Apr-00 0.00% 0.00%
Sunday 9-Apr-00 0.00% 0.00%
Monday 10-Apr-00 0.00% 0.00%
Tuesday 11-Apr-00 0.00% 0.00%
Wednesday 12-Apr-00 0.00% 0.00%
Thursday 13-Apr-00 0.00% 0.00%
Friday 14-Apr-00 0.00% 0.00%
Saturday 15-Apr-00 0.00% 0.00%
Sunday 16-Apr-00 0.00% 0.00%
Monday 17-Apr-00 0.00% 0.00%
Tuesday 18-Apr-00 0.00% 0.00%
Wednesday 19-Apr-00 0.00% 0.00%
Thursday 20-Apr-00 0.00% 0.00%
Friday 21-Apr-00 0.00% 0.00%
Saturday 22-Apr-00 0.00% 0.00%
Sunday 23-Apr-00 0.00% 0.00%
Monday 24-Apr-00 0.00% 0.00%
Tuesday 25-Apr-00 0.00% 0.00%
Wednesday 26-Apr-00 0.00% 0.00%
Thursday 27-Apr-00 0.00% 0.00%
Friday 28-Apr-00 0.00% 0.00%
Saturday 29-Apr-00 0.00% 0.00%
Sunday 30-Apr-00 0.00% 0.00%
Monday 1-May-00 0.00% 0.00%
Tuesday 2-May-00 0.00% 0.00%
Wednesday 3-May-00 0.00% 0.00%
Thursday 4-May-00 0.00% 0.00%
Totals:
Index-> #N/A
7
60
XXXXXX FUNDING MASTER TRUST
Beginning Date 1-Apr-00
Ending Date 1-May-00
SERIES 1994-2 MEDIUM TERM NOTES
---------------------------------------------------------------------------------------------
Principal Cumulative Adjusted Required
Series 1994-2 Sub-Acct. Principal Invested Subordinated Required
Invested Amount Deposit Amount Sub-Acct. Amount Amount Reserve %
=============================================================================================
Saturday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Sunday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Monday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Tuesday 4-Apr-00 4-Apr-00 - - - - #DIV/0! 0.00%
Wednesday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Thursday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Friday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Saturday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Sunday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Monday 10-Apr-00 10-Apr-00 - - - - #DIV/0! 0.00%
Tuesday 11-Apr-00 11-Apr-00 - - - - #DIV/0! 0.00%
Wednesday 12-Apr-00 12-Apr-00 - - - - #DIV/0! 0.00%
Thursday 13-Apr-00 13-Apr-00 - - - - #DIV/0! 0.00%
Friday 14-Apr-00 14-Apr-00 - - - - #DIV/0! 0.00%
Saturday 15-Apr-00 15-Apr-00 - - - - #DIV/0! 0.00%
Sunday 16-Apr-00 16-Apr-00 - - - - #DIV/0! 0.00%
Monday 17-Apr-00 17-Apr-00 - - - - #DIV/0! 0.00%
Tuesday 18-Apr-00 18-Apr-00 - - - - #DIV/0! 0.00%
Wednesday 19-Apr-00 19-Apr-00 - - - - #DIV/0! 0.00%
Thursday 20-Apr-00 20-Apr-00 - - - - #DIV/0! 0.00%
Friday 21-Apr-00 21-Apr-00 - - - - #DIV/0! 0.00%
Saturday 22-Apr-00 22-Apr-00 - - - - #DIV/0! 0.00%
Sunday 23-Apr-00 23-Apr-00 - - - - #DIV/0! 0.00%
Monday 24-Apr-00 24-Apr-00 - - - - #DIV/0! 0.00%
Tuesday 25-Apr-00 25-Apr-00 - - - - #DIV/0! 0.00%
Wednesday 26-Apr-00 26-Apr-00 - - - - #DIV/0! 0.00%
Thursday 27-Apr-00 27-Apr-00 - - - - #DIV/0! 0.00%
Friday 28-Apr-00 28-Apr-00 - - - - #DIV/0! 0.00%
Saturday 29-Apr-00 29-Apr-00 - - - - #DIV/0! 0.00%
Sunday 30-Apr-00 30-Apr-00 - - - - #DIV/0! 0.00%
Monday 1-May-00 1-May-00 - - - - #DIV/0! 0.00%
Tuesday 2-May-00 2-May-00 - - - - #DIV/0! 0.00%
Wednesday 3-May-00 3-May-00 - - - - #DIV/0! 0.00%
Thursday 4-May-00 4-May-00 - - - - #DIV/0! 0.00%
Totals :
-----------------------------------
Series 1994-2
Carrying Cost Servicing
Reserve % Reserve %
===================================
Saturday 1-Apr-00 1-Apr-00 0.00% 0.00%
Sunday 2-Apr-00 2-Apr-00 0.00% 0.00%
Monday 3-Apr-00 3-Apr-00 0.00% 0.00%
Tuesday 4-Apr-00 4-Apr-00 0.00% 0.00%
Wednesday 5-Apr-00 5-Apr-00 0.00% 0.00%
Thursday 6-Apr-00 6-Apr-00 0.00% 0.00%
Friday 7-Apr-00 7-Apr-00 0.00% 0.00%
Saturday 8-Apr-00 8-Apr-00 0.00% 0.00%
Sunday 9-Apr-00 9-Apr-00 0.00% 0.00%
Monday 10-Apr-00 10-Apr-00 0.00% 0.00%
Tuesday 11-Apr-00 11-Apr-00 0.00% 0.00%
Wednesday 12-Apr-00 12-Apr-00 0.00% 0.00%
Thursday 13-Apr-00 13-Apr-00 0.00% 0.00%
Friday 14-Apr-00 14-Apr-00 0.00% 0.00%
Saturday 15-Apr-00 15-Apr-00 0.00% 0.00%
Sunday 16-Apr-00 16-Apr-00 0.00% 0.00%
Monday 17-Apr-00 17-Apr-00 0.00% 0.00%
Tuesday 18-Apr-00 18-Apr-00 0.00% 0.00%
Wednesday 19-Apr-00 19-Apr-00 0.00% 0.00%
Thursday 20-Apr-00 20-Apr-00 0.00% 0.00%
Friday 21-Apr-00 21-Apr-00 0.00% 0.00%
Saturday 22-Apr-00 22-Apr-00 0.00% 0.00%
Sunday 23-Apr-00 23-Apr-00 0.00% 0.00%
Monday 24-Apr-00 24-Apr-00 0.00% 0.00%
Tuesday 25-Apr-00 25-Apr-00 0.00% 0.00%
Wednesday 26-Apr-00 26-Apr-00 0.00% 0.00%
Thursday 27-Apr-00 27-Apr-00 0.00% 0.00%
Friday 28-Apr-00 28-Apr-00 0.00% 0.00%
Saturday 29-Apr-00 29-Apr-00 0.00% 0.00%
Sunday 30-Apr-00 30-Apr-00 0.00% 0.00%
Monday 1-May-00 1-May-00 0.00% 0.00%
Tuesday 2-May-00 2-May-00 0.00% 0.00%
Wednesday 3-May-00 3-May-00 0.00% 0.00%
Thursday 4-May-00 4-May-00 0.00% 0.00%
Totals :
Index-> #N/A
8
61
XXXXXX FUNDING MASTER TRUST
Beginning Date 1-Apr-00
Ending Date 1-May-00
SERIES 1994-3 MEDIUM TERM NOTES
------------------------------------------------------------------------------------------
Principal Cumulative Adjusted Required
Series 1994-3 Sub-Acct. Principal Invested Subordinated Required
Invested Amount Deposit Amount Sub-Acct. Amount Amount Reserve %
==========================================================================================
Saturday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Sunday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Monday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Tuesday 4-Apr-00 4-Apr-00 - - - - #DIV/0! 0.00%
Wednesday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Thursday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Friday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Saturday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Sunday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Monday 10-Apr-00 10-Apr-00 - - - - #DIV/0! 0.00%
Tuesday 11-Apr-00 11-Apr-00 - - - - #DIV/0! 0.00%
Wednesday 12-Apr-00 12-Apr-00 - - - - #DIV/0! 0.00%
Thursday 13-Apr-00 13-Apr-00 - - - - #DIV/0! 0.00%
Friday 14-Apr-00 14-Apr-00 - - - - #DIV/0! 0.00%
Saturday 15-Apr-00 15-Apr-00 - - - - #DIV/0! 0.00%
Sunday 16-Apr-00 16-Apr-00 - - - - #DIV/0! 0.00%
Monday 17-Apr-00 17-Apr-00 - - - - #DIV/0! 0.00%
Tuesday 18-Apr-00 18-Apr-00 - - - - #DIV/0! 0.00%
Wednesday 19-Apr-00 19-Apr-00 - - - - #DIV/0! 0.00%
Thursday 20-Apr-00 20-Apr-00 - - - - #DIV/0! 0.00%
Friday 21-Apr-00 21-Apr-00 - - - - #DIV/0! 0.00%
Saturday 22-Apr-00 22-Apr-00 - - - - #DIV/0! 0.00%
Sunday 23-Apr-00 23-Apr-00 - - - - #DIV/0! 0.00%
Monday 24-Apr-00 24-Apr-00 - - - - #DIV/0! 0.00%
Tuesday 25-Apr-00 25-Apr-00 - - - - #DIV/0! 0.00%
Wednesday 26-Apr-00 26-Apr-00 - - - - #DIV/0! 0.00%
Thursday 27-Apr-00 27-Apr-00 - - - - #DIV/0! 0.00%
Friday 28-Apr-00 28-Apr-00 - - - - #DIV/0! 0.00%
Saturday 29-Apr-00 29-Apr-00 - - - - #DIV/0! 0.00%
Sunday 30-Apr-00 30-Apr-00 - - - - #DIV/0! 0.00%
Monday 1-May-00 1-May-00 - - - - #DIV/0! 0.00%
Tuesday 2-May-00 2-May-00 - - - - #DIV/0! 0.00%
Wednesday 3-May-00 3-May-00 - - - - #DIV/0! 0.00%
Thursday 4-May-00 4-May-00 - - - - #DIV/0! 0.00%
Totals :
---------------------------
Series 1994-3
Carrying Cost Servicing
Reserve % Reserve %
===========================
Saturday 1-Apr-00 1-Apr-00 0.00% 0.00%
Sunday 2-Apr-00 2-Apr-00 0.00% 0.00%
Monday 3-Apr-00 3-Apr-00 0.00% 0.00%
Tuesday 4-Apr-00 4-Apr-00 0.00% 0.00%
Wednesday 5-Apr-00 5-Apr-00 0.00% 0.00%
Thursday 6-Apr-00 6-Apr-00 0.00% 0.00%
Friday 7-Apr-00 7-Apr-00 0.00% 0.00%
Saturday 8-Apr-00 8-Apr-00 0.00% 0.00%
Sunday 9-Apr-00 9-Apr-00 0.00% 0.00%
Monday 10-Apr-00 10-Apr-00 0.00% 0.00%
Tuesday 11-Apr-00 11-Apr-00 0.00% 0.00%
Wednesday 12-Apr-00 12-Apr-00 0.00% 0.00%
Thursday 13-Apr-00 13-Apr-00 0.00% 0.00%
Friday 14-Apr-00 14-Apr-00 0.00% 0.00%
Saturday 15-Apr-00 15-Apr-00 0.00% 0.00%
Sunday 16-Apr-00 16-Apr-00 0.00% 0.00%
Monday 17-Apr-00 17-Apr-00 0.00% 0.00%
Tuesday 18-Apr-00 18-Apr-00 0.00% 0.00%
Wednesday 19-Apr-00 19-Apr-00 0.00% 0.00%
Thursday 20-Apr-00 20-Apr-00 0.00% 0.00%
Friday 21-Apr-00 21-Apr-00 0.00% 0.00%
Saturday 22-Apr-00 22-Apr-00 0.00% 0.00%
Sunday 23-Apr-00 23-Apr-00 0.00% 0.00%
Monday 24-Apr-00 24-Apr-00 0.00% 0.00%
Tuesday 25-Apr-00 25-Apr-00 0.00% 0.00%
Wednesday 26-Apr-00 26-Apr-00 0.00% 0.00%
Thursday 27-Apr-00 27-Apr-00 0.00% 0.00%
Friday 28-Apr-00 28-Apr-00 0.00% 0.00%
Saturday 29-Apr-00 29-Apr-00 0.00% 0.00%
Sunday 30-Apr-00 30-Apr-00 0.00% 0.00%
Monday 1-May-00 1-May-00 0.00% 0.00%
Tuesday 2-May-00 2-May-00 0.00% 0.00%
Wednesday 3-May-00 3-May-00 0.00% 0.00%
Thursday 4-May-00 4-May-00 0.00% 0.00%
Totals :
Index-> #N/A
9
62
XXXXXX FUNDING MASTER TRUST
Beginning Date 1-Apr-00
Ending Date 1-May-00
2000-1 VARIABLE FUNDING CERTIFICATES
----------------------------------------------------------------------------------------
Principal Cumulative Adjusted Required
Series 2000-1 Sub-Acct. Principal Invested Subordinated Required
Invested Amount Deposit Amount Sub-Acct. Amount Amount Reserve %
========================================================================================
Saturday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Sunday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Monday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Tuesday 4-Apr-00 4-Apr-00 - - - - #DIV/0! 0.00%
Wednesday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Thursday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Friday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Saturday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Sunday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Monday 10-Apr-00 10-Apr-00 - - - - #DIV/0! 0.00%
Tuesday 11-Apr-00 11-Apr-00 - - - - #DIV/0! 0.00%
Wednesday 12-Apr-00 12-Apr-00 - - - - #DIV/0! 0.00%
Thursday 13-Apr-00 13-Apr-00 - - - - #DIV/0! 0.00%
Friday 14-Apr-00 14-Apr-00 - - - - #DIV/0! 0.00%
Saturday 15-Apr-00 15-Apr-00 - - - - #DIV/0! 0.00%
Sunday 16-Apr-00 16-Apr-00 - - - - #DIV/0! 0.00%
Monday 17-Apr-00 17-Apr-00 - - - - #DIV/0! 0.00%
Tuesday 18-Apr-00 18-Apr-00 - - - - #DIV/0! 0.00%
Wednesday 19-Apr-00 19-Apr-00 - - - - #DIV/0! 0.00%
Thursday 20-Apr-00 20-Apr-00 - - - - #DIV/0! 0.00%
Friday 21-Apr-00 21-Apr-00 - - - - #DIV/0! 0.00%
Saturday 22-Apr-00 22-Apr-00 - - - - #DIV/0! 0.00%
Sunday 23-Apr-00 23-Apr-00 - - - - #DIV/0! 0.00%
Monday 24-Apr-00 24-Apr-00 - - - - #DIV/0! 0.00%
Tuesday 25-Apr-00 25-Apr-00 - - - - #DIV/0! 0.00%
Wednesday 26-Apr-00 26-Apr-00 - - - - #DIV/0! 0.00%
Thursday 27-Apr-00 27-Apr-00 - - - - #DIV/0! 0.00%
Friday 28-Apr-00 28-Apr-00 - - - - #DIV/0! 0.00%
Saturday 29-Apr-00 29-Apr-00 - - - - #DIV/0! 0.00%
Sunday 30-Apr-00 30-Apr-00 - - - - #DIV/0! 0.00%
Monday 1-May-00 1-May-00 - - - - #DIV/0! 0.00%
Tuesday 2-May-00 2-May-00 - - - - #DIV/0! 0.00%
Wednesday 3-May-00 3-May-00 - - - - #DIV/0! 0.00%
Thursday 4-May-00 4-May-00 - - - - #DIV/0! 0.00%
Totals :
--------------------------
Carrying Cost Servicing
Reserve % Reserve %
=========================
Saturday 1-Apr-00 1-Apr-00 0.00% 0.00%
Sunday 2-Apr-00 2-Apr-00 0.00% 0.00%
Monday 3-Apr-00 3-Apr-00 0.00% 0.00%
Tuesday 4-Apr-00 4-Apr-00 0.00% 0.00%
Wednesday 5-Apr-00 5-Apr-00 0.00% 0.00%
Thursday 6-Apr-00 6-Apr-00 0.00% 0.00%
Friday 7-Apr-00 7-Apr-00 0.00% 0.00%
Saturday 8-Apr-00 8-Apr-00 0.00% 0.00%
Sunday 9-Apr-00 9-Apr-00 0.00% 0.00%
Monday 10-Apr-00 10-Apr-00 0.00% 0.00%
Tuesday 11-Apr-00 11-Apr-00 0.00% 0.00%
Wednesday 12-Apr-00 12-Apr-00 0.00% 0.00%
Thursday 13-Apr-00 13-Apr-00 0.00% 0.00%
Friday 14-Apr-00 14-Apr-00 0.00% 0.00%
Saturday 15-Apr-00 15-Apr-00 0.00% 0.00%
Sunday 16-Apr-00 16-Apr-00 0.00% 0.00%
Monday 17-Apr-00 17-Apr-00 0.00% 0.00%
Tuesday 18-Apr-00 18-Apr-00 0.00% 0.00%
Wednesday 19-Apr-00 19-Apr-00 0.00% 0.00%
Thursday 20-Apr-00 20-Apr-00 0.00% 0.00%
Friday 21-Apr-00 21-Apr-00 0.00% 0.00%
Saturday 22-Apr-00 22-Apr-00 0.00% 0.00%
Sunday 23-Apr-00 23-Apr-00 0.00% 0.00%
Monday 24-Apr-00 24-Apr-00 0.00% 0.00%
Tuesday 25-Apr-00 25-Apr-00 0.00% 0.00%
Wednesday 26-Apr-00 26-Apr-00 0.00% 0.00%
Thursday 27-Apr-00 27-Apr-00 0.00% 0.00%
Friday 28-Apr-00 28-Apr-00 0.00% 0.00%
Saturday 29-Apr-00 29-Apr-00 0.00% 0.00%
Sunday 30-Apr-00 30-Apr-00 0.00% 0.00%
Monday 1-May-00 1-May-00 0.00% 0.00%
Tuesday 2-May-00 2-May-00 0.00% 0.00%
Wednesday 3-May-00 3-May-00 0.00% 0.00%
Thursday 4-May-00 4-May-00 0.00% 0.00%
Totals :
Index-> #N/A
10
63
XXXXXX FUNDING MASTER TRUST
Beginning Date 1-Apr-00
Ending Date 1-May-00
2000-1 ESTIMATED ESTIMATED
Maximum 2000-1 Allocated Maximum 2000-1
Target Receivables Receivables Required Maximum 2000-1
Amount Amount Subordinated Amount Invested Amount
Saturday 1-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Sunday 2-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Monday 3-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Tuesday 4-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Wednesday 5-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Thursday 6-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Friday 7-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Saturday 8-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Sunday 9-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Monday 10-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Tuesday 11-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Wednesday 12-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Thursday 13-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Friday 14-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Saturday 15-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Sunday 16-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Monday 17-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Tuesday 18-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Wednesday 19-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Thursday 20-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Friday 21-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Saturday 22-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Sunday 23-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Monday 24-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Tuesday 25-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Wednesday 26-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Thursday 27-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Friday 28-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Saturday 29-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Sunday 30-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Monday 1-May-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Tuesday 2-May-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Wednesday 3-May-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Thursday 4-May-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Totals :
MTN MTN MTN VFC
1993-2 1994-2 1994-3 2000-1
Invested Invested Invested Invested
% % % %
==========================================================
31-Mar-00 0.00% 0.00% 0.00% 0.00%
1-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
2-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
3-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
4-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
5-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
6-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
7-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
8-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
9-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
10-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
11-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
12-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
13-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
14-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
15-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
16-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
17-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
18-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
19-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
20-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
21-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
22-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
23-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
24-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
25-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
26-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
27-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
28-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
29-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
30-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
1-May-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
2-May-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
3-May-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
4-May-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Index-> #N/A
11
64
Overconcentration
OVERCONCENTRATION GRID:
SHORT-TERM LONG-TERM
A-1+,F-1+,P-1 AA-, AA-, Aa3 15.00%
A-1,F-1,P-1 A+, A+, A1 15.00%
A-2,F-2,P-2 BBB+, BBB+, Baa1 7.50%
X-0,X-0,X-0 XXX-, XXX-, Xxx0 5.00%
UNRATED UNRATED 3.00%
ELIGIBLE RECEIVABLES:
REPORT CHECK: 0.00
REPORT DATE ACTIVITY DATE
6-Mar-00
S&P RATING DESK: (000) 000-0000
XXXXX'X RATING DESK: (000) 000-0000
FITCH RATING DESK: (000) 000-0000 FAX: (000) 000-0000
(Total Eligible Receivables per Daily Statement - Cell F24)
RATING ELIGIBLE CONCENTRATION EXCESS
CUSTOMER S&P/XXXXX'X/FITCH A/R BALANCE % OF ELIGIBLES $ THRESHOLD % CONCENTRATION
--------------------------------------------- -------------- ------------------------------------------
1 #DIV/0! - #DIV/0! -
2 #DIV/0! - #DIV/0! -
3 #DIV/0! - #DIV/0! -
4 #DIV/0! - #DIV/0! -
5 #DIV/0! - #DIV/0! -
6 #DIV/0! - #DIV/0! -
7 #DIV/0! - #DIV/0! -
8 #DIV/0! - #DIV/0! -
9 #DIV/0! - #DIV/0! -
10 #DIV/0! - #DIV/0! -
11 #DIV/0! - #DIV/0! -
12 #DIV/0! - #DIV/0! -
13 #DIV/0! - #DIV/0! -
14 #DIV/0! - #DIV/0! -
15 #DIV/0! - #DIV/0! -
16 #DIV/0! - #DIV/0! -
17 #DIV/0! - #DIV/0! -
18 #DIV/0! - #DIV/0! -
19 #DIV/0! - #DIV/0! -
20 #DIV/0! - #DIV/0! -
---
$ -
===
65
XXXXXX MICRO MASTER TRUST
MONTHLY RESERVES
($ in thousands)
Aggregate
Principal Total Total Dollar Receivables
Non-I/C Amount of Dilutive A/R Weighted Amount Weighted
Sales Receivables Items Gross Written-Off Average (as of Mth end Ave.
Period Per Per Per A/R Prior Dilution on the daily Pay.
Ended Rollforward Rollforward Rollforward 91 - 120 to 91 Days Horizon statement) Terms
-----------------------------------------------------------------------------------------------------------------------------
Jan-97 0 0 0 0 0 0.00 - 0.0
Feb-97 0 0 0 0 0 0.00 - 0.0
Mar-97 0 0 0 0 0 0.00 - 0.0
Apr-97 0 0 0 0 0 0.00 - 0.0
May-97 0 0 0 0 0 0.00 - 0.0
Jun-97 0 0 0 0 0 0.00 - 0.0
Jul-97 0 0 0 0 0 0.00 - 0.0
Aug-97 0 0 0 0 0 0.00 - 0.0
Sep-97 0 0 0 0 0 0.00 - 0.0
Oct-97 0 0 0 0 0 0.00 - 0.0
Nov-97 0 0 0 0 0 0.00 - 0.0
Dec-97 0 0 0 0 0 0.00 - 0.0
Jan-98 0 0 0 0 0 0.00 - 0.0
Feb-98 0 0 0 0 0 0.00 - 0.0
Mar-98 0 0 0 0 0 0.00 - 0.0
Apr-98 0 0 0 0 0 0.00 - 0.0
May-98 0 0 0 0 0 0.00 - 0.0
Jun-98 0 0 0 0 0 0.00 - 0.0
Jul-98 0 0 0 0 0 0.00 - 0.0
Aug-98 0 0 0 0 0 0.00 - 0.0
Sep-98 0 0 0 0 0 0.00 - 0.0
Oct-98 0 0 0 0 0 0.00 - 0.0
Nov-98 0 0 0 0 0 0.00 - 0.0
Dec-98 0 0 0 0 0 0.00 - 0.0
Jan-99 0 0 0 0 0 0.00 - 0.0
Feb-99 0 0 0 0 0 0.00 - 0.0
Mar-99 0 0 0 0 0 0.00 - 0.0
Apr-99 0 0 0 0 0 0.00 - 0.0
May-99 0 0 0 0 0 0.00 - 0.0
Jun-99 0 0 0 0 0 0.00 - 0.0
Jul-99 0 0 0 0 0 0.00 - 0.0
Aug-99 0 0 0 0 0 0.00 - 0.0
Sep-99 0 0 0 0 0 0.00 - 0.0
Oct-99 0 0 0 0 0 0.00 - 0.0
Nov-99 0 0 0 0 0 0.00 - 0.0
Dec-99 0 0 0 0 0 0.00 - 0.0
Jan-00 0 0 0 0 0 0.00 - 0.0
Feb-00 0 0 0 0 0 0.00 - 0.0
Mar-00 0 0 0 0 0 0.00 - 0.0
Apr-00 0 0 0 0 0 0.00 - 0.0
Series Series Series Base
1993-2 1994-2 1994-3 Rate
Period Discount Discount Discount (Prime
Ended Rate Rate Rate Rate)
---------------------------------------------------------
Jan-97 6.61% 6.91% 7.17% 0.00%
Feb-97 6.61% 6.91% 7.17% 0.00%
Mar-97 6.61% 6.91% 7.17% 0.00%
Apr-97 6.61% 6.91% 7.17% 0.00%
May-97 6.61% 6.91% 7.17% 0.00%
Jun-97 6.61% 6.91% 7.17% 0.00%
Jul-97 6.61% 6.91% 7.17% 0.00%
Aug-97 6.61% 6.91% 7.17% 0.00%
Sep-97 6.61% 6.91% 7.17% 0.00%
Oct-97 6.61% 6.91% 7.17% 0.00%
Nov-97 6.61% 6.91% 7.17% 0.00%
Dec-97 6.61% 6.91% 7.17% 0.00%
Jan-98 6.61% 6.91% 7.17% 0.00%
Feb-98 6.61% 6.91% 7.17% 0.00%
Mar-98 6.61% 6.91% 7.17% 0.00%
Apr-98 6.61% 6.91% 7.17% 0.00%
May-98 6.61% 6.91% 7.17% 0.00%
Jun-98 6.61% 6.91% 7.17% 0.00%
Jul-98 6.61% 6.91% 7.17% 0.00%
Aug-98 6.61% 6.91% 7.17% 0.00%
Sep-98 6.61% 6.91% 7.17% 0.00%
Oct-98 6.61% 6.91% 7.17% 0.00%
Nov-98 6.61% 6.91% 7.17% 0.00%
Dec-98 6.61% 6.91% 7.17% 0.00%
Jan-99 6.61% 6.91% 7.17% 0.00%
Feb-99 6.61% 6.91% 7.17% 0.00%
Mar-99 6.61% 6.91% 7.17% 0.00%
Apr-99 6.61% 6.91% 7.17% 0.00%
May-99 6.61% 6.91% 7.17% 0.00%
Jun-99 6.61% 6.91% 7.17% 0.00%
Jul-99 6.61% 6.91% 7.17% 0.00%
Aug-99 6.61% 6.91% 7.17% 0.00%
Sep-99 6.61% 6.91% 7.17% 0.00%
Oct-99 6.61% 6.91% 7.17% 0.00%
Nov-99 6.61% 6.91% 7.17% 0.00%
Dec-99 6.61% 6.91% 7.17% 0.00%
Jan-00 6.61% 6.91% 7.17% 0.00%
Feb-00 6.61% 6.91% 7.17% 0.00%
Mar-00 6.61% 6.91% 7.17% 0.00%
Apr-00 6.61% 6.91% 7.17% 0.00%
66
Three
Month Max.
Dilution Max. Average 12 Mth.
Servicing 12-month 12 Mth. Dilution Aged Aged Aged Payment
Period Fee Dilution Rolling Rolling Horizon Dilution A/R A/R A/R Terms
Ended Rate Ratio Average Avg. Factor Period Ratio Ratio Ratio Factor
----------------------------------------------------------------------------------------------------------------------------
Jan-97 0.00%
Feb-97 0.00%
Mar-97 0.00% #DIV/0!
Apr-97 0.00% #DIV/0!
May-97 0.00% #DIV/0!
Jun-97 0.00% #DIV/0! #DIV/0!
Jul-97 0.00% #DIV/0! 0.00 #DIV/0! #DIV/0!
Aug-97 0.00% #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0!
Sep-97 0.00% #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0!
Oct-97 0.00% #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0!
Nov-97 0.00% #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0!
Dec-97 0.00% #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0!
Jan-98 0.00% #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0!
Feb-98 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Mar-98 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Apr-98 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
May-98 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Jun-98 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Jul-98 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Aug-98 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Sep-98 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Oct-98 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Nov-98 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Dec-98 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Jan-99 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Feb-99 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Mar-99 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Apr-99 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
May-99 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Jun-99 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Jul-99 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Aug-99 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Sep-99 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Oct-99 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Nov-99 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Dec-99 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Jan-00 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Feb-00 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Mar-00 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Apr-00 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Minimum
Payment Days
Period Terms Sales
Ended Factor Out.
-----------------------------------
Jan-97
Feb-97
Mar-97
Apr-97 #DIV/0!
May-97 #DIV/0!
Jun-97 #DIV/0!
Jul-97 #DIV/0!
Aug-97 #DIV/0!
Sep-97 #DIV/0!
Oct-97 #DIV/0!
Nov-97 #DIV/0!
Dec-97 #DIV/0!
Jan-98 #DIV/0!
Feb-98 0.00 #DIV/0!
Mar-98 0.00 #DIV/0!
Apr-98 0.00 #DIV/0!
May-98 0.00 #DIV/0!
Jun-98 0.00 #DIV/0!
Jul-98 0.00 #DIV/0!
Aug-98 0.00 #DIV/0!
Sep-98 0.00 #DIV/0!
Oct-98 0.00 #DIV/0!
Nov-98 0.00 #DIV/0!
Dec-98 0.00 #DIV/0!
Jan-99 0.00 #DIV/0!
Feb-99 0.00 #DIV/0!
Mar-99 0.00 #DIV/0!
Apr-99 0.00 #DIV/0!
May-99 0.00 #DIV/0!
Jun-99 0.00 #DIV/0!
Jul-99 0.00 #DIV/0!
Aug-99 0.00 #DIV/0!
Sep-99 0.00 #DIV/0!
Oct-99 0.00 #DIV/0!
Nov-99 0.00 #DIV/0!
Dec-99 0.00 #DIV/0!
Jan-00 0.00 #DIV/0!
Feb-00 0.00 #DIV/0!
Mar-00 0.00 #DIV/0!
Apr-00 0.00 #DIV/0!
67
SERIES 1993-2, 1994-2, 1994-3 - MEDIUM TERM NOTES
---------------------------------------------------------------------------------------------------------
MAX
(a) (b) (c) (A+B) OR (C)
aa bb cc Max
12 Mth. (aa*bb)+cc
Dilution Loss Avg. or 25% REQUIRED
Period Stress Reserve Reserve Dilution Dilution Minimum RESERVES
Ended Factor Ratio Ratio Ratio Period Ratio RATIO
-------------------------------------------------------------------------------------------------------------------------
Jan-97 0.00 0.0%
Feb-97 0.00 0.0%
Mar-97 0.00 0.0%
Apr-97 0.00 0.0%
May-97 0.00 0.0%
Jun-97 0.00 0.0%
Jul-97 0.00 #DIV/0! 0.0%
Aug-97 0.00 #DIV/0! 0.0%
Sep-97 0.00 #DIV/0! 0.0%
Oct-97 0.00 #DIV/0! 0.0%
Nov-97 0.00 #DIV/0! 0.0%
Dec-97 0.00 #DIV/0! 0.0%
Jan-98 0.00 #DIV/0! 0.0%
Feb-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Mar-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Apr-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
May-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Jun-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Jul-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Aug-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Sep-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Oct-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Nov-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Dec-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Jan-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Feb-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Mar-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Apr-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
May-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Jun-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Jul-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Aug-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Sep-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Oct-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Nov-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Dec-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Jan-00 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Feb-00 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Mar-00 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Apr-00 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
SERIES 1993-2, 1994-2, 1994-3 - MEDIUM TERM NOTES
-------------------------------------------------------
SERIES SERIES SERIES
1993-2 1994-2 1994-3
CARRYING CARRYING CARRYING
COST COST COST SERVICING
Period RESERVE RESERVE RESERVE FEE
Ended RATIO RATIO RATIO RATIO
-----------------------------------------------------------------------
Jan-97
Feb-97
Mar-97
Apr-97 #DIV/0! #DIV/0! #DIV/0!
May-97 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Jun-97 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Jul-97 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Aug-97 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Sep-97 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Oct-97 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Nov-97 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Dec-97 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Jan-98 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Feb-98 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Mar-98 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Apr-98 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
May-98 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Jun-98 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Jul-98 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Aug-98 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Sep-98 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Oct-98 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Nov-98 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Dec-98 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Jan-99 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Feb-99 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Mar-99 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Apr-99 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
May-99 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Jun-99 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Jul-99 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Aug-99 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Sep-99 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Oct-99 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Nov-99 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Dec-99 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Jan-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Feb-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Mar-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
68
2000-1 VARIABLE FUNDING CERTIFICATES
--------------------------------------------------------------------------------------------------------
(a) (b) (c) MAX
aa bb cc Max (A+B) OR (C)
12 Mth. (aa*bb)+cc
Dilution Loss Avg. or 25% REQUIRED
Period Stress Reserve Reserve Dilution Dilution Minimum RESERVES
Ended Factor Ratio Ratio Ratio Period Ratio RATIO
-----------------------------------------------------------------------------------------------------------------------
Jan-97 0.00 0.0%
Feb-97 0.00 0.0%
Mar-97 0.00 0.0%
Apr-97 0.00 0.0%
May-97 0.00 0.0%
Jun-97 0.00 0.0%
Jul-97 0.00 #DIV/0! 0.0%
Aug-97 0.00 #DIV/0! 0.0%
Sep-97 0.00 #DIV/0! 0.0%
Oct-97 0.00 #DIV/0! 0.0%
Nov-97 0.00 #DIV/0! 0.0%
Dec-97 0.00 #DIV/0! 0.0%
Jan-98 0.00 #DIV/0! 0.0%
Feb-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Mar-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Apr-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
May-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Jun-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Jul-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Aug-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Sep-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Oct-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Nov-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Dec-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Jan-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Feb-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Mar-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Apr-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
May-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Jun-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Jul-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Aug-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Sep-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Oct-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Nov-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Dec-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Jan-00 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Feb-00 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Mar-00 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Apr-00 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
2000-1 VARIABLE FUNDING CERTIFICATES
------------------------------------
CARRYING
COST SERVICING
Period RESERVE FEE
Ended RATIO RATIO
------------------------------------------
Jan-97
Feb-97
Mar-97
Apr-97 #DIV/0!
May-97 #DIV/0! #DIV/0!
Jun-97 #DIV/0! #DIV/0!
Jul-97 #DIV/0! #DIV/0!
Aug-97 #DIV/0! #DIV/0!
Sep-97 #DIV/0! #DIV/0!
Oct-97 #DIV/0! #DIV/0!
Nov-97 #DIV/0! #DIV/0!
Dec-97 #DIV/0! #DIV/0!
Jan-98 #DIV/0! #DIV/0!
Feb-98 #DIV/0! #DIV/0!
Mar-98 #DIV/0! #DIV/0!
Apr-98 #DIV/0! #DIV/0!
May-98 #DIV/0! #DIV/0!
Jun-98 #DIV/0! #DIV/0!
Jul-98 #DIV/0! #DIV/0!
Aug-98 #DIV/0! #DIV/0!
Sep-98 #DIV/0! #DIV/0!
Oct-98 #DIV/0! #DIV/0!
Nov-98 #DIV/0! #DIV/0!
Dec-98 #DIV/0! #DIV/0!
Jan-99 #DIV/0! #DIV/0!
Feb-99 #DIV/0! #DIV/0!
Mar-99 #DIV/0! #DIV/0!
Apr-99 #DIV/0! #DIV/0!
May-99 #DIV/0! #DIV/0!
Jun-99 #DIV/0! #DIV/0!
Jul-99 #DIV/0! #DIV/0!
Aug-99 #DIV/0! #DIV/0!
Sep-99 #DIV/0! #DIV/0!
Oct-99 #DIV/0! #DIV/0!
Nov-99 #DIV/0! #DIV/0!
Dec-99 #DIV/0! #DIV/0!
Jan-00 #DIV/0! #DIV/0!
Feb-00 #DIV/0! #DIV/0!
Mar-00 #DIV/0! #DIV/0!
Apr-00 #DIV/0! #DIV/0!
69
XXXXXX MICRO
OVERCOLLATERALIZATION SUMMARY
--------------------------------------------------------------------------------
($ in thousands)
ASSUMPTIONS:
AGING TYPE Due To Date
CREDIT MEMO LAG 30 30
DILUTION HORIZON 30 30
DEFAULT HORIZON 90 90
DEEMED DEFAULTS 90-120 91-120
FIRST PERIOD OF DATA JAN-97
RATING FACTOR 2.00=A 2
PROJECTED ADV. RATE 75%
The Company's method of aging its receivables.
Lag from the original invoice date to the credit memo date.
This represents the number of days of sales GE Capital/Redwood is exposed to
dilution. This is based on the maximum of how many days of sales are in our
borrowing or A/R turnover.
This represents the number of days of sales GE Capital/Redwood is lending on.
(i.e. If we are lending up to 90 days past invoice date, we would have 90 days
of sales in our borrowing base or 3 months).
Represents the next aging category outside of our borrowing base window (i.e. If
we are lending up to 90 days past invoice date, our deemed default would be the
91-120 aging category).
The beginning period of our historical data.
The rating factor is the stress factor used to underwrite a pool to a certain
credit level. (AAA = 2.5, AA=2.25, A=2.00, BBB=1.75).
Projected advance rate based on ((2 times dilution) plus 5%).
0.00% Max O/C
4/SALES AVG. OF LAST PRIOR 3 7X8
5 MONTHS AGO 3 MOS OF #5 OF 1 XFACTOR
1 2 3 4 5 6 7 8 9
91-120 Monthly 3 Month Highest Prior Default Rating
Month Sales A/R Dilutions Bucket Def. Ratio Average 12 mos of #6 Horizon Factor
---------------------------------------------------------------------------------------------------------------------------
Jan-97 - - - -
Feb-97 - - - -
Mar-97 - - - -
Apr-97 - - - -
May-97 - - - - #DIV/0!
Jun-97 - - - - #DIV/0! 0.00% 0.00% 0 0
Jul-97 - - - - #DIV/0! 0.00% 0.00% 0 0
Aug-97 - - - - #DIV/0! 0.00% 0.00% 0 0
Sep-97 - - - - #DIV/0! 0.00% 0.00% 0 0
Oct-97 - - - - #DIV/0! 0.00% 0.00% 0 0
Nov-97 - - - - #DIV/0! 0.00% 0.00% 0 0
Dec-97 - - - - #DIV/0! 0.00% 0.00% 0 0
Jan-98 - - - - #DIV/0! 0.00% 0.00% 0 0
Feb-98 - - - - #DIV/0! 0.00% 0.00% 0 0
Mar-98 - - - - #DIV/0! 0.00% 0.00% 0 0
Apr-98 - - - - #DIV/0! 0.00% 0.00% 0 0
May-98 - - - - #DIV/0! 0.00% 0.00% 0 0
Jun-98 - - - - #DIV/0! 0.00% 0.00% 0 0
Jul-98 - - - - #DIV/0! 0.00% 0.00% 0 0
Aug-98 - - - - #DIV/0! 0.00% 0.00% 0 0
Sep-98 - - - - #DIV/0! 0.00% 0.00% 0 0
Oct-98 - - - - #DIV/0! 0.00% 0.00% 0 0
Nov-98 - - - - #DIV/0! 0.00% 0.00% 0 0
Dec-98 - - - - #DIV/0! 0.00% 0.00% 0 0
Jan-99 - - - - #DIV/0! 0.00% 0.00% 0 0
Feb-99 - - - - #DIV/0! 0.00% 0.00% 0 0
Mar-99 - - - - #DIV/0! 0.00% 0.00% 0 0
Apr-99 - - - - #DIV/0! 0.00% 0.00% 0 0
May-99 - - - - #DIV/0! 0.00% 0.00% 0 0
Jun-99 - - - - #DIV/0! 0.00% 0.00% 0 0
Jul-99 - - - - #DIV/0! 0.00% 0.00% 0 0
Aug-99 - - - - #DIV/0! 0.00% 0.00% 0 0
Sep-99 - - - - #DIV/0! 0.00% 0.00% 0 0
Oct-99 - - - - #DIV/0! 0.00% 0.00% 0 0
Nov-99 - - - - #DIV/0! 0.00% 0.00% 0 0
Dec-99 - - - - #DIV/0! 0.00% 0.00% 0 0
3/1,1 SUM 12 MOS. PRIOR 1 HIGHEST PRIOR 4
MOS. AGO 10/TWELVE MOS. OF 1 11x12xFACT. TWELVE OF 00 00-00 00/11 12x15x16
10 11 12 13 14 15 16 17
Dilution 12 Month Avg Dilution Normal "Spike" Spike Less Spike Divided Spike
Month Percent Dil/Sales Horizon Dilution 12 Mos Avg 12 Month Avg Impact
------------------------------------------------------------------------------------------------------------------------------
Jan-97
Feb-97
Mar-97
Apr-97
May-97 0.00%
Jun-97 0.00%
Jul-97 0.00%
Aug-97 0.00%
Sep-97 0.00%
Oct-97 0.00%
Nov-97 0.00%
Dec-97 0.00%
Jan-98 0.00%
Feb-98 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Mar-98 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Apr-98 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
May-98 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Jun-98 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Jul-98 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Aug-98 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Sep-98 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Oct-98 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Nov-98 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Dec-98 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Jan-99 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Feb-99 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Mar-99 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Apr-99 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
May-99 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Jun-99 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Jul-99 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Aug-99 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Sep-99 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Oct-99 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Nov-99 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Dec-99 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
(13+17)/2 9/2 18+19
18 19 20 21
Dilution Default Total GECC
Month Coverage Coverage O/C LOC
-----------------------------------------------------------------------
Jan-97
Feb-97
Mar-97
Apr-97
May-97
Jun-97
Jul-97
Aug-97
Sep-97
Oct-97
Nov-97
Dec-97
Jan-98
Feb-98 0.00% 0.00% 0.00% 0.00%
Mar-98 0.00% 0.00% 0.00% 0.00%
Apr-98 0.00% 0.00% 0.00% 0.00%
May-98 0.00% 0.00% 0.00% 0.00%
Jun-98 0.00% 0.00% 0.00% 0.00%
Jul-98 0.00% 0.00% 0.00% 0.00%
Aug-98 0.00% 0.00% 0.00% 0.00%
Sep-98 0.00% 0.00% 0.00% 0.00%
Oct-98 0.00% 0.00% 0.00% 0.00%
Nov-98 0.00% 0.00% 0.00% 0.00%
Dec-98 0.00% 0.00% 0.00% 0.00%
Jan-99 0.00% 0.00% 0.00% 0.00%
Feb-99 0.00% 0.00% 0.00% 0.00%
Mar-99 0.00% 0.00% 0.00% 0.00%
Apr-99 0.00% 0.00% 0.00% 0.00%
May-99 0.00% 0.00% 0.00% 0.00%
Jun-99 0.00% 0.00% 0.00% 0.00%
Jul-99 0.00% 0.00% 0.00% 0.00%
Aug-99 0.00% 0.00% 0.00% 0.00%
Sep-99 0.00% 0.00% 0.00% 0.00%
Oct-99 0.00% 0.00% 0.00% 0.00%
Nov-99 0.00% 0.00% 0.00% 0.00%
Dec-99 0.00% 0.00% 0.00% 0.00%
17
70
XXXXXX MICRO
ACCOUNTS RECEIVABLE STATISTICS - PREVIOUS MASTER TRUST (NON CMD & SELECT SOURCE)
--------------------------------------------------------------------------------
($ in thousands)
Dilutive
------------------------------------------
BOM Gross Credit Inter-Co. Inter-Co. Defective Non- Stock A/P
Period A/R Balance Sales Sales Collections Collections Write-offs Product Resellable Balancing Adj.
--------------------------------------------------------------------------------------------------------------------------------
Jan-97 - - - - - - - - - -
Feb-97 - - - - - - - - - -
Mar-97 - - - - - - - - - -
Apr-97 - - - - - - - - - -
May-97 - - - - - - - - - -
Jun-97 - - - - - - - - - -
Jul-97 - - - - - - - - - -
Aug-97 - - - - - - - - - -
Sep-97 - - - - - - - - - -
Oct-97 - - - - - - - - - -
Nov-97 - - - - - - - - - -
Dec-97 - - - - - - - - - -
Jan-98 - - - - - - - - - -
Feb-98 - - - - - - - - - -
Mar-98 - - - - - - - - - -
Apr-98 - - - - - - - - - -
May-98 - - - - - - - - - -
Jun-98 - - - - - - - - - -
Jul-98 - - - - - - - - - -
Aug-98 - - - - - - - - - -
Sep-98 - - - - - - - - - -
Oct-98 - - - - - - - - - -
Nov-98 - - - - - - - - - -
Dec-98 - - - - - - - - - -
Jan-99 - - - - - - - - - -
Feb-99 - - - - - - - - - -
Mar-99 - - - - - - - - - -
Apr-99 - - - - - - - - - -
May-99 - - - - - - - - - -
Jun-99 - - - - - - - - - -
Jul-99 - - - - - - - - - -
Aug-99 - - - - - - - - - -
Sep-99 - - - - - - - - - -
Oct-99 - - - - - - - - - -
Nov-99 - - - - - - - - - -
Dec-99 - - - - - - - - - -
Jan-00 - - - - - - - - - -
Feb-00 - - - - - - - - - -
Dilutive
-------------------
Turnover (w/o I/C) Dilution
Wrong Other Total EOM ------------------- -----------------
Period Shipment Dilutive Dilutive A/R Balance Days Mos. 12 Mos. Roll Mos. 12 Mos. Roll
---------------------------------------------------------------------------------------------------------
Jan-97 - - - - 28 - 0.0%
Feb-97 - - - - 28 - 0.0%
Mar-97 - - - - 35 - 0.0%
Apr-97 - - - - 28 - 0.0%
May-97 - - - - 28 - 0.0%
Jun-97 - - - - 35 - 0.0%
Jul-97 - - - - 28 - 0.0%
Aug-97 - - - - 28 - 0.0%
Sep-97 - - - - 35 - 0.0%
Oct-97 - - - - 28 - 0.0%
Nov-97 - - - - 28 - 0.0%
Dec-97 - - - - 35 - - 0.0% 0.0%
Jan-98 - - - - 28 - - 0.0% 0.0%
Feb-98 - - - - 28 - - 0.0% 0.0%
Mar-98 - - - - 35 - - 0.0% 0.0%
Apr-98 - - - - 28 - - 0.0% 0.0%
May-98 - - - - 28 - - 0.0% 0.0%
Jun-98 - - - - 35 - - 0.0% 0.0%
Jul-98 - - - - 28 - - 0.0% 0.0%
Aug-98 - - - - 28 - - 0.0% 0.0%
Sep-98 - - - - 35 - - 0.0% 0.0%
Oct-98 - - - - 28 - - 0.0% 0.0%
Nov-98 - - - - 28 - - 0.0% 0.0%
Dec-98 - - - - 35 - - 0.0% 0.0%
Jan-99 - - - - 28 - - 0.0% 0.0%
Feb-99 - - - - 28 - - 0.0% 0.0%
Mar-99 - - - - 35 - - 0.0% 0.0%
Apr-99 - - - - 28 - - 0.0% 0.0%
May-99 - - - - 28 - - 0.0% 0.0%
Jun-99 - - - - 35 - - 0.0% 0.0%
Jul-99 - - - - 28 - - 0.0% 0.0%
Aug-99 - - - - 28 - - 0.0% 0.0%
Sep-99 - - - - 35 - - 0.0% 0.0%
Oct-99 - - - - 28 - - 0.0% 0.0%
Nov-99 - - - - 28 - - 0.0% 0.0%
Dec-99 - - - - 35 - - 0.0% 0.0%
Jan-00 - - - - 28 - - 0.0% 0.0%
Feb-00 - - - - 28 - - 0.0% 0.0%
NOTE: REDUCTIONS TO THE BOM A/R BALANCE NEED TO BE INPUTTED AS A NEGATIVE
NUMBER.
18
71
XXXXXX MICRO
ACCOUNTS RECEIVABLE STATISTICS - PREVIOUS MASTER TRUST (SELECT SOURCE ONLY)
--------------------------------------------------------------------------------
($ in thousands)
Dilutive
------------------------------------------
BOM Gross Credit Inter-Co. Inter-Co. Defective Non- Stock A/P
Period A/R Balance Sales Sales Collections Collections Write-offs Product Resellable Balancing Adj.
--------------------------------------------------------------------------------------------------------------------------------
Jan-97 - - - - - - - - -
Feb-97 - - - - - - - - -
Mar-97 - - - - - - - - -
Apr-97 - - - - - - - - -
May-97 - - - - - - - - -
Jun-97 - - - - - - - - -
Jul-97 - - - - - - - - -
Aug-97 - - - - - - - - -
Sep-97 - - - - - - - - -
Oct-97 - - - - - - - - -
Nov-97 - - - - - - - - -
Dec-97 - - - - - - - - -
Jan-98 - - - - - - - - -
Feb-98 - - - - - - - - -
Mar-98 - - - - - - - - -
Apr-98 - - - - - - - - -
May-98 - - - - - - - - -
Jun-98 - - - - - - - - -
Jul-98 - - - - - - - - -
Aug-98 - - - - - - - - -
Sep-98 - - - - - - - - -
Oct-98 - - - - - - - - -
Nov-98 - - - - - - - - -
Dec-98 - - - - - - - - - -
Jan-99 - - - - - - - - - -
Feb-99 - - - - - - - - - -
Mar-99 - - - - - - - - - -
Apr-99 - - - - - - - - - -
May-99 - - - - - - - - - -
Jun-99 - - - - - - - - - -
Jul-99 - - - - - - - - - -
Aug-99 - - - - - - - - - -
Sep-99 - - - - - - - - - -
Oct-99 - - - - - - - - - -
Nov-99 - - - - - - - - - -
Dec-99 - - - - - - - - - -
Jan-00 - - - - - - - - - -
Feb-00 - - - - - - - - - -
Dilutive
-------------------
Turnover (w/o I/C) Dilution
Wrong Other Total EOM ------------------- -----------------
Period Shipment Dilutive Dilutive A/R Balance Days Mos. 12 Mos. Roll Mos. 12 Mos. Roll
---------------------------------------------------------------------------------------------------------
Jan-97 - - - - 28 - 0.0%
Feb-97 - - - - 28 - 0.0%
Mar-97 - - - - 35 - 0.0%
Apr-97 - - - - 28 - 0.0%
May-97 - - - - 28 - 0.0%
Jun-97 - - - - 35 - 0.0%
Jul-97 - - - - 28 - 0.0%
Aug-97 - - - - 28 - 0.0%
Sep-97 - - - - 35 - 0.0%
Oct-97 - - - - 28 - 0.0%
Nov-97 - - - - 28 - 0.0%
Dec-97 - - - - 35 - 0.0%
Jan-98 - - - - 28 - 0.0%
Feb-98 - - - - 28 - 0.0%
Mar-98 - - - - 35 - 0.0%
Apr-98 - - - - 28 - 0.0%
May-98 - - - - 28 - 0.0%
Jun-98 - - - - 35 - 0.0%
Jul-98 - - - - 28 - 0.0%
Aug-98 - - - - 28 - 0.0%
Sep-98 - - - - 35 - 0.0%
Oct-98 - - - - 28 - 0.0%
Nov-98 - - - - 28 - 0.0%
Dec-98 - - - - 35 - 0.0%
Jan-99 - - - - 28 - 0.0%
Feb-99 - - - - 28 - 0.0%
Mar-99 - - - - 35 - 0.0%
Apr-99 - - - - 28 - 0.0%
May-99 - - - - 28 - 0.0%
Jun-99 - - - - 35 - 0.0%
Jul-99 - - - - 28 - 0.0%
Aug-99 - - - - 28 - 0.0%
Sep-99 - - - - 35 - 0.0%
Oct-99 - - - - 28 - 0.0%
Nov-99 - - - - 28 - 0.0%
Dec-99 - - - - 35 - - 0.0% 0.0%
Jan-00 - - - - 28 - - 0.0% 0.0%
Feb-00 - - - - 28 - - 0.0% 0.0%
NOTE: REDUCTIONS TO THE BOM A/R BALANCE NEED TO BE INPUTTED AS A NEGATIVE
NUMBER.
19
72
XXXXXX MICRO
ACCOUNTS RECEIVABLE STATISTICS (NON CMD ONLY)
--------------------------------------------------------------------------------
($ in thousands)
NOTE: REDUCTIONS TO THE BOM A/R BALANCE NEED TO BE INPUTTED AS A NEGATIVE
NUMBER.
Dilutive
------------------------------------------
BOM Gross Credit Inter-Co. Inter-Co. Defective Non- Stock A/P
Period A/R Balance Sales Sales Collections Collections Write-offs Product Resellable Balancing Adj.
--------------------------------------------------------------------------------------------------------------------------------
Jan-97 - - - - - - - - - -
Feb-97 - - - - - - - - - -
Mar-97 - - - - - - - - - -
Apr-97 - - - - - - - - - -
May-97 - - - - - - - - - -
Jun-97 - - - - - - - - - -
Jul-97 - - - - - - - - - -
Aug-97 - - - - - - - - - -
Sep-97 - - - - - - - - - -
Oct-97 - - - - - - - - - -
Nov-97 - - - - - - - - - -
Dec-97 - - - - - - - - - -
Jan-98 - - - - - - - - - -
Feb-98 - - - - - - - - - -
Mar-98 - - - - - - - - - -
Apr-98 - - - - - - - - - -
May-98 - - - - - - - - - -
Jun-98 - - - - - - - - - -
Jul-98 - - - - - - - - - -
Aug-98 - - - - - - - - - -
Sep-98 - - - - - - - - - -
Oct-98 - - - - - - - - - -
Nov-98 - - - - - - - - - -
Dec-98 - - - - - - - - - -
Jan-99 - - - - - - - - - -
Feb-99 - - - - - - - - - -
Mar-99 - - - - - - - - - -
Apr-99 - - - - - - - - - -
May-99 - - - - - - - - - -
Jun-99 - - - - - - - - - -
Jul-99 - - - - - - - - - -
Aug-99 - - - - - - - - - -
Sep-99 - - - - - - - - - -
Oct-99 - - - - - - - - - -
Nov-99 - - - - - - - - - -
Dec-99 - - - - - - - - - -
Jan-00 - - - - - - - - - -
Feb-00 - - - - - - - - - -
Dilutive
-------------------
Turnover (w/o I/C) Dilution
Wrong Other Total EOM ------------------- -----------------
Period Shipment Dilutive Dilutive A/R Balance Days Mos. 12 Mos. Roll Mos. 12 Mos. Roll
---------------------------------------------------------------------------------------------------------
Jan-97 - - - - 28 - 0.0%
Feb-97 - - - - 28 - 0.0%
Mar-97 - - - - 35 - 0.0%
Apr-97 - - - - 28 - 0.0%
May-97 - - - - 28 - 0.0%
Jun-97 - - - - 35 - 0.0%
Jul-97 - - - - 28 - 0.0%
Aug-97 - - - - 28 - 0.0%
Sep-97 - - - - 35 - 0.0%
Oct-97 - - - - 28 - 0.0%
Nov-97 - - - - 28 - 0.0%
Dec-97 - - - - 35 - - 0.0% 0.0%
Jan-98 - - - - 28 - - 0.0% 0.0%
Feb-98 - - - - 28 - - 0.0% 0.0%
Mar-98 - - - - 35 - - 0.0% 0.0%
Apr-98 - - - - 28 - - 0.0% 0.0%
May-98 - - - - 28 - - 0.0% 0.0%
Jun-98 - - - - 35 - - 0.0% 0.0%
Jul-98 - - - - 28 - - 0.0% 0.0%
Aug-98 - - - - 28 - - 0.0% 0.0%
Sep-98 - - - - 35 - - 0.0% 0.0%
Oct-98 - - - - 28 - - 0.0% 0.0%
Nov-98 - - - - 28 - - 0.0% 0.0%
Dec-98 - - - - 35 - - 0.0% 0.0%
Jan-99 - - - - 28 - - 0.0% 0.0%
Feb-99 - - - - 28 - - 0.0% 0.0%
Mar-99 - - - - 35 - - 0.0% 0.0%
Apr-99 - - - - 28 - - 0.0% 0.0%
May-99 - - - - 28 - - 0.0% 0.0%
Jun-99 - - - - 35 - - 0.0% 0.0%
Jul-99 - - - - 28 - - 0.0% 0.0%
Aug-99 - - - - 28 - - 0.0% 0.0%
Sep-99 - - - - 35 - - 0.0% 0.0%
Oct-99 - - - - 28 - - 0.0% 0.0%
Nov-99 - - - - 28 - - 0.0% 0.0%
Dec-99 - - - - 35 - - 0.0% 0.0%
Jan-00 - - - - 28 - - 0.0% 0.0%
Feb-00 - - - - 28 - - 0.0% 0.0%
20
73
XXXXXX MICRO
ACCOUNTS RECEIVABLE AGING COMPARATIVE - PREVIOUS MASTER TRUST
(NON CMD & SELECT SOURCE)
--------------------------------------------------------------------------------
($ in thousands)
Aging Type - Due Date
PERIOD DIFF CURRENT 1-30 31-60 00-00 00-000 120+ TOTAL DIFF CURRENT
------ ---- ------- ---- ----- ----- ------ ---- ----- ---- -------
Jan-97 - - - - - - - - 0.0% 0.0%
Feb-97 - - - - - - - - 0.0% 0.0%
Mar-97 - - - - - - - - 0.0% 0.0%
Apr-97 - - - - - - - - 0.0% 0.0%
May-97 - - - - - - - - 0.0% 0.0%
Jun-97 - - - - - - - - 0.0% 0.0%
Jul-97 - - - - - - - - 0.0% 0.0%
Aug-97 - - - - - - - - 0.0% 0.0%
Sep-97 - - - - - - - - 0.0% 0.0%
Oct-97 - - - - - - - - 0.0% 0.0%
Nov-97 - - - - - - - - 0.0% 0.0%
Dec-97 - - - - - - - - 0.0% 0.0%
Jan-98 - - - - - - - - 0.0% 0.0%
Feb-98 - - - - - - - - 0.0% 0.0%
Mar-98 - - - - - - - - 0.0% 0.0%
Apr-98 - - - - - - - - 0.0% 0.0%
May-98 - - - - - - - - 0.0% 0.0%
Jun-98 - - - - - - - - 0.0% 0.0%
Jul-98 - - - - - - - - 0.0% 0.0%
Aug-98 - - - - - - - - 0.0% 0.0%
Sep-98 - - - - - - - - 0.0% 0.0%
Oct-98 - - - - - - - - 0.0% 0.0%
Nov-98 - - - - - - - - 0.0% 0.0%
Dec-98 - - - - - - - - 0.0% 0.0%
Jan-99 - - - - - - - - 0.0% 0.0%
Feb-99 - - - - - - - - 0.0% 0.0%
Mar-99 - - - - - - - - 0.0% 0.0%
Apr-99 - - - - - - - - 0.0% 0.0%
May-99 - - - - - - - - 0.0% 0.0%
Jun-99 - - - - - - - - 0.0% 0.0%
Jul-99 - - - - - - - - 0.0% 0.0%
Aug-99 - - - - - - - - 0.0% 0.0%
Sep-99 - - - - - - - - 0.0% 0.0%
Oct-99 - - - - - - - - 0.0% 0.0%
Nov-99 - - - - - - - - 0.0% 0.0%
Dec-99 - - - - - - - - 0.0% 0.0%
Jan-00 - - - - - - - - 0.0% 0.0%
Feb-00 - - - - - - - - 0.0% 0.0%
PERIOD 1-30 31-60 00-00 00-000 120+ TOTAL
------ ---- ----- ----- ------ ---- -----
Jan-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Feb-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Mar-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Apr-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
May-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Jun-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Jul-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Aug-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Sep-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Oct-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Nov-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Dec-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Jan-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Feb-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Mar-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Apr-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
May-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Jun-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Jul-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Aug-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Sep-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Oct-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Nov-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Dec-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Jan-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Feb-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Mar-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Apr-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
May-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Jun-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Jul-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Aug-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Sep-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Oct-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Nov-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Dec-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Jan-00 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Feb-00 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
21
74
XXXXXX MICRO
ACCOUNTS RECEIVABLE AGING COMPARATIVE - PREVIOUS MASTER TRUST (SELECT SOURCE
ONLY)
--------------------------------------------------------------------------------
($ in thousands)
Aging Type - Due Date 13,196 12,649
PERIOD DIFF CURRENT 1-30 31-60 00-00 00-000 120+ TOTAL DIFF CURRENT
------ ---- ------- ---- ----- ----- ------ ---- ----- ---- -------
Jan-97 - - - - - - - - 0.0% 0.0%
Feb-97 - - - - - - - - 0.0% 0.0%
Mar-97 - - - - - - - - 0.0% 0.0%
Apr-97 - - - - - - - - 0.0% 0.0%
May-97 - - - - - - - - 0.0% 0.0%
Jun-97 - - - - - - - - 0.0% 0.0%
Jul-97 - - - - - - - - 0.0% 0.0%
Aug-97 - - - - - - - - 0.0% 0.0%
Sep-97 - - - - - - - - 0.0% 0.0%
Oct-97 - - - - - - - - 0.0% 0.0%
Nov-97 - - - - - - - - 0.0% 0.0%
Dec-97 - - - - - - - - 0.0% 0.0%
Jan-98 - - - - - - - - 0.0% 0.0%
Feb-98 - - - - - - - - 0.0% 0.0%
Mar-98 - - - - - - - - 0.0% 0.0%
Apr-98 - - - - - - - - 0.0% 0.0%
May-98 - - - - - - - - 0.0% 0.0%
Jun-98 - - - - - - - - 0.0% 0.0%
Jul-98 - - - - - - - - 0.0% 0.0%
Aug-98 - - - - - - - - 0.0% 0.0%
Sep-98 - - - - - - - - 0.0% 0.0%
Oct-98 - - - - - - - - 0.0% 0.0%
Nov-98 - - - - - - - - 0.0% 0.0%
Dec-98 - - - - - - - - 0.0% 0.0%
Jan-99 - - - - - - - - 0.0% 0.0%
Feb-99 - - - - - - - - 0.0% 0.0%
Mar-99 - - - - - - - - 0.0% 0.0%
Apr-99 - - - - - - - - 0.0% 0.0%
May-99 - - - - - - - - 0.0% 0.0%
Jun-99 - - - - - - - - 0.0% 0.0%
Jul-99 - - - - - - - - 0.0% 0.0%
Aug-99 - - - - - - - - 0.0% 0.0%
Sep-99 - - - - - - - - 0.0% 0.0%
Oct-99 - - - - - - - - 0.0% 0.0%
Nov-99 - - - - - - - - 0.0% 0.0%
Dec-99 - - - - - - - - 0.0% 0.0%
Jan-00 - - - - - - - - 0.0% 0.0%
Feb-00 - - - - - - - - 0.0% 0.0%
PERIOD 1-30 31-60 00-00 00-000 120+ TOTAL
------ ---- ----- ----- ------ ---- -----
Jan-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Feb-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Mar-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Apr-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
May-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Jun-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Jul-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Aug-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Sep-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Oct-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Nov-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Dec-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Jan-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Feb-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Mar-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Apr-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
May-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Jun-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Jul-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Aug-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Sep-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Oct-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Nov-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Dec-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Jan-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Feb-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Mar-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Apr-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
May-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Jun-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Jul-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Aug-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Sep-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Oct-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Nov-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Dec-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Jan-00 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Feb-00 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
22
75
XXXXXX MICRO
ACCOUNTS RECEIVABLE AGING COMPARATIVE (NON CMD ONLY)
--------------------------------------------------------------------------------
($ in thousands)
Aging Type - Due Date
PERIOD DIFF CURRENT 1-30 31-60 00-00 00-000 120+ TOTAL DIFF CURRENT
------ ---- ------- ---- ----- ----- ------ ---- ----- ---- -------
Jan-97 - - - - - - - - 0.0% 0.0%
Feb-97 - - - - - - - - 0.0% 0.0%
Mar-97 - - - - - - - - 0.0% 0.0%
Apr-97 - - - - - - - - 0.0% 0.0%
May-97 - - - - - - - - 0.0% 0.0%
Jun-97 - - - - - - - - 0.0% 0.0%
Jul-97 - - - - - - - - 0.0% 0.0%
Aug-97 - - - - - - - - 0.0% 0.0%
Sep-97 - - - - - - - - 0.0% 0.0%
Oct-97 - - - - - - - - 0.0% 0.0%
Nov-97 - - - - - - - - 0.0% 0.0%
Dec-97 - - - - - - - - 0.0% 0.0%
Jan-98 - - - - - - - - 0.0% 0.0%
Feb-98 - - - - - - - - 0.0% 0.0%
Mar-98 - - - - - - - - 0.0% 0.0%
Apr-98 - - - - - - - - 0.0% 0.0%
May-98 - - - - - - - - 0.0% 0.0%
Jun-98 - - - - - - - - 0.0% 0.0%
Jul-98 - - - - - - - - 0.0% 0.0%
Aug-98 - - - - - - - - 0.0% 0.0%
Sep-98 - - - - - - - - 0.0% 0.0%
Oct-98 - - - - - - - - 0.0% 0.0%
Nov-98 - - - - - - - - 0.0% 0.0%
Dec-98 - - - - - - - - 0.0% 0.0%
Jan-99 - - - - - - - - 0.0% 0.0%
Feb-99 - - - - - - - - 0.0% 0.0%
Mar-99 - - - - - - - - 0.0% 0.0%
Apr-99 - - - - - - - - 0.0% 0.0%
May-99 - - - - - - - - 0.0% 0.0%
Jun-99 - - - - - - - - 0.0% 0.0%
Jul-99 - - - - - - - - 0.0% 0.0%
Aug-99 - - - - - - - - 0.0% 0.0%
Sep-99 - - - - - - - - 0.0% 0.0%
Oct-99 - - - - - - - - 0.0% 0.0%
Nov-99 - - - - - - - - 0.0% 0.0%
Dec-99 - - - - - - - - 0.0% 0.0%
Jan-00 - - - - - - - - 0.0% 0.0%
Feb-00 - - - - - - - - 0.0% 0.0%
PERIOD 1-30 31-60 00-00 00-000 120+ TOTAL Check S/B=0
------ ---- ----- ----- ------ ---- ----- -----------
Jan-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Feb-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Mar-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Apr-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
May-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Jun-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Jul-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Aug-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Sep-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Oct-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Nov-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Dec-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Jan-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Feb-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Mar-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Apr-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
May-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Jun-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Jul-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Aug-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Sep-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Oct-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Nov-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Dec-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Jan-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Feb-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Mar-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Apr-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
May-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Jun-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Jul-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Aug-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Sep-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Oct-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Nov-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Dec-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Jan-00 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Feb-00 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
23
76
XXXXXX MICRO
Collateral Trigger Calculations
FYE December
TRIGGER 8.0% 30.0
============================================================================================
($ in thousands)
DILUTION RATIO RECEIVABLE COLLECTION TURNOVER
------------------------------------------ ------------------------------
Gross Dilutive Monthly Rolling 6 - Monthly Rolling 6 -
Period Sales Credits Dilution Months T/O Month
-------------------------------- ---------------------------------------------
Jan-97 0 0 0.0% 0.0
Feb-97 0 0 0.0% 0.0
Mar-97 0 0 0.0% 0.0
Apr-97 0 0 0.0% 0.0
May-97 0 0 0.0% 0.0
Jun-97 0 0 0.0% 0.0% 0.0 -
Jul-97 0 0 0.0% 0.0% 0.0 -
Aug-97 0 0 0.0% 0.0% 0.0 -
Sep-97 0 0 0.0% 0.0% 0.0 -
Oct-97 0 0 0.0% 0.0% 0.0 -
Nov-97 0 0 0.0% 0.0% 0.0 -
Dec-97 0 0 0.0% 0.0% 0.0 -
Jan-98 0 0 0.0% 0.0% 0.0 -
Feb-98 0 0 0.0% 0.0% 0.0 -
Mar-98 0 0 0.0% 0.0% 0.0 -
Apr-98 0 0 0.0% 0.0% 0.0 -
May-98 0 0 0.0% 0.0% 0.0 -
Jun-98 0 0 0.0% 0.0% 0.0 -
Jul-98 0 0 0.0% 0.0% 0.0 -
Aug-98 0 0 0.0% 0.0% 0.0 -
Sep-98 0 0 0.0% 0.0% 0.0 -
Oct-98 0 0 0.0% 0.0% 0.0 -
Nov-98 0 0 0.0% 0.0% 0.0 -
Dec-98 0 0 0.0% 0.0% 0.0 -
Jan-99 0 0 0.0% 0.0% 0.0 -
Feb-99 0 0 0.0% 0.0% 0.0 -
Mar-99 0 0 0.0% 0.0% 0.0 -
Apr-99 0 0 0.0% 0.0% 0.0 -
May-99 0 0 0.0% 0.0% 0.0 -
Jun-99 0 0 0.0% 0.0% 0.0 -
Jul-99 0 0 0.0% 0.0% 0.0 -
Aug-99 0 0 0.0% 0.0% 0.0 -
Sep-99 0 0 0.0% 0.0% 0.0 -
Oct-99 0 0 0.0% 0.0% 0.0 -
Nov-99 0 0 0.0% 0.0% 0.0 -
Dec-99 0 0 0.0% 0.0% OK 0.0 - OK
Jan-00 0 0 0.0% 0.0% OK 0.0 - OK
Feb-00 0 0 0.0% 0.0% OK 0.0 - OK
CALCULATION
High 0.0% -
Low 0.0% -
Average 0.0% -
STD Deviation 0.0% -
High + 1 std deviations 0.0% -
TRIGGER 5.0%
===================================================================================
($ in thousands)
DEFAULT RATIO
------------------------------------------------------------------
Total >60 Total Monthly Rolling 6 -
Period A/R EOM $ write-offs W/O & >60 Default Month
--------------------------------------------------------- -----------
Jan-97 - - - - #DIV/0!
Feb-97 - - - - #DIV/0!
Mar-97 - - - - #DIV/0!
Apr-97 - - - - #DIV/0!
May-97 - - - - #DIV/0!
Jun-97 - - - - #DIV/0! 0.0%
Jul-97 - - - - #DIV/0! 0.0%
Aug-97 - - - - #DIV/0! 0.0%
Sep-97 - - - - #DIV/0! 0.0%
Oct-97 - - - - #DIV/0! 0.0%
Nov-97 - - - - #DIV/0! 0.0%
Dec-97 - - - - #DIV/0! 0.0%
Jan-98 - - - - #DIV/0! 0.0%
Feb-98 - - - - #DIV/0! 0.0%
Mar-98 - - - - #DIV/0! 0.0%
Apr-98 - - - - #DIV/0! 0.0%
May-98 - - - - #DIV/0! 0.0%
Jun-98 - - - - #DIV/0! 0.0%
Jul-98 - - - - #DIV/0! 0.0%
Aug-98 - - - - #DIV/0! 0.0%
Sep-98 - - - - #DIV/0! 0.0%
Oct-98 - - - - #DIV/0! 0.0%
Nov-98 - - - - #DIV/0! 0.0%
Dec-98 - - - - #DIV/0! 0.0%
Jan-99 - - - - #DIV/0! 0.0%
Feb-99 - - - - #DIV/0! 0.0%
Mar-99 - - - - #DIV/0! 0.0%
Apr-99 - - - - #DIV/0! 0.0%
May-99 - - - - #DIV/0! 0.0%
Jun-99 - - - - #DIV/0! 0.0%
Jul-99 - - - - #DIV/0! 0.0%
Aug-99 - - - - #DIV/0! 0.0%
Sep-99 - - - - #DIV/0! 0.0%
Oct-99 - - - - #DIV/0! 0.0%
Nov-99 - - - - #DIV/0! 0.0%
Dec-99 - - - - #DIV/0! 0.0% OK
Jan-00 - - - - #DIV/0! 0.0% OK
Feb-00 - - - - #DIV/0! 0.0% OK
CALCULATION
High 0.0%
Low 0.0%
Average 0.0%
STD Deviation 0.0%
High + 1 std deviations 0.0%
24
77
XXXXXX MICRO
Collateral Trigger Calculations
FYE December
TRIGGER 8.0% 30.0
============================================================================================
($ in thousands)
DILUTION RATIO RECEIVABLE COLLECTION TURNOVER
------------------------------------------ ------------------------------
Gross Dilutive Monthly Rolling 6 - Monthly Rolling 6 -
Period Sales Credits Dilution Months T/O Month
-------------------------------- ---------------------------------------------
TRIGGER 5.0%
===================================================================================
($ in thousands)
DEFAULT RATIO
------------------------------------------------------------------
Total >60 Total Monthly Rolling 6 -
Period A/R EOM $ write-offs W/O & >60 Default Month
--------------------------------------------------------- -----------
25
78
EXHIBIT D TO
SERIES 1994-3 SUPPLEMENT
FORM OF PURCHASER LETTER
(Month] [Day], 20___
The Chase Manhattan Bank
450 West 33d Street, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Class A Certificate, Series 1994-3
Ladies and Gentlemen:
This letter (the "Purchaser Letter") is delivered by the
undersigned (the "Transferee") pursuant to the Amended and Restated Series
1994-3 Supplement to the Amended and Restated Pooling Agreement dated as of
March 8, 2000, among Xxxxxx Funding Inc. ("Funding"), Xxxxxx Micro Inc. and The
Chase Manhattan Bank, as trustee (the "Trustee") (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the
"Supplement"). Capitalized terms used herein without definition shall have the
meanings set forth in the Supplement. The Transferee represents and covenants to
the Trustee as follows:
1. It is (A) a Qualified Institutional Buyer as defined in Rule
144A(a) and is acquiring the Term Certificates for its own institutional account
or for the account or accounts of a Qualified Institutional Buyer or (B)
purchasing Term Certificates being delivered in the form of Definitive
Certificates in a transaction exempt from registration under the Securities Act
and in compliance with the provisions of the Agreement and in compliance with
the legends set forth in paragraph 4 below.
2. It is purchasing one or more Term Certificates in an amount of
at least $2,000,000 and it understands that such Term Certificate may be resold,
pledged or otherwise transferred only in an amount of at least $2,000,000;
3. It understands that the Term Certificates are being
transferred to it in a transaction not involving any public offering within the
meaning of the Securities Act, and that, if in the future it decides to resell,
pledge or otherwise transfer any Term Certificates, such Term Certificates may
be resold, pledged or transferred only (A) in a transaction meeting the
requirements of Rule 144A to a person who the seller reasonably believes is a
Qualified Institutional Buyer that purchases for its own account or for the
account or accounts of a Qualified Institutional Buyer to whom notice is given
that the resale, pledge or transfer is being made in reliance on Rule 144A or
(B) to purchasers of Term Certificates being delivered in the form of Definitive
Certificates, pursuant to a transaction otherwise exempt from registration under
the Securities Act and in compliance with the provisions of the Agreement and in
compliance with the legends set forth in paragraph 4 below.
D-1
79
4. It understands that each Term Certificate will bear a legend
substantially to the following effect:
THIS TERM CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT"). THE HOLDER HEREOF, BY
PURCHASING THIS TERM CERTIFICATE, AGREES THAT SUCH TERM
CERTIFICATE MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY IN
ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS IN AN AMOUNT
OF AT LEAST $2,000,000 AND (1) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A UNDER THE ACT ("RULE 144A"), TO A
PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OR ACCOUNTS OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A OR (2) TO A PERSON (A) WHO IS
AN "INSTITUTIONAL ACCREDITED INVESTOR", WITHIN THE MEANING OF
RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE ACT,
AND WHO DELIVERS A PURCHASER LETTER TO THE TRUSTEE IN THE FORM
ATTACHED TO THE SERIES 1994-3 SUPPLEMENT OR (B) WHO IS TAKING
DELIVERY OF SUCH TERM CERTIFICATE PURSUANT TO A TRANSACTION THAT
IS OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
ACT, AS CONFIRMED IN AN OPINION OF COUNSEL ADDRESSED TO THE
TRUSTEE AND THE COMPANY, WHICH COUNSEL AND OPINION ARE
SATISFACTORY TO THE COMPANY AND THE TRUSTEE.
THIS TERM CERTIFICATE MAY NOT BE ACQUIRED OR HELD BY OR ON BEHALF
OF (1) AN "EMPLOYEE BENEFIT PLAN" WITHIN THE MEANING OF SECTION
3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED, OR OTHER RETIREMENT ARRANGEMENT, INDIVIDUAL RETIREMENT
ACCOUNT OR XXXXX PLAN, WHETHER OR NOT IT IS SUBJECT TO THE
PROVISIONS OF TITLE I THERETO, (2) ANY PLAN DESCRIBED IN SECTION
4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE") OR (3) ANY OTHER ENTITY THAT WOULD BE DEEMED TO BE A
"BENEFIT PLAN INVESTOR" WITHIN THE MEANING OF DEPARTMENT OF LABOR
REGULATION SECTION 2510.3-101(f)(2) (ANY OF THE FOREGOING, AN
"ERISA ENTITY")
THIS TERM CERTIFICATE IS NOT GUARANTEED OR INSURED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY ANY OTHER PERSON.
D-2
80
5. The Transferee understands that there may be restrictions on
the ability of certain investors, including, without limitation, depository
institutions, either to purchase the Term Certificate or to purchase investments
having characteristics similar to those of the Term Certificate representing
more than a specified percentage of the investor's assets, and the Transferee
further represents and warrants that it has not relied on the Trustee in
determining whether and to what extent the Term Certificate constitutes a legal
investment for the Transferee.
6. Notwithstanding anything to the contrary contained herein, in
no event shall any interest in the Term Certificates be sold or 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. The Transferee hereby covenants with
you that by its acceptance thereof, the Transferee represents and warrants that
it is not (1) an employee benefit plan (as defined in Section 3(3) of ERISA)
which is subject to the provisions of ERISA, (ii) a plan (as defined in Section
4975(e)(1) of the Internal Revenue Code of 1986, as amended, other than a
governmental or church plan described in Section 4975(g)(2) or (3) of the Code)
or (iii) an entity whose underlying assets include plan assets by reason of a
plan's investment in the entity (unless registered under the Investment Company
Act of 1940, as amended).
7. The Transferee agrees that in selling the Term Certificate (or
any interest therein) purchased pursuant hereto, it will comply with the
applicable requirements of the 1933 Act.
8. The Transferee acknowledges that it has been afforded the
opportunity to ask such questions as it has deemed necessary of, and to receive
answers from, representatives of Funding or the Trustee concerning the terms and
conditions of the offering of the Term Certificate and the merits and risks of
investing in the Term Certificate.
In addition, the Transferee hereby acknowledges that by its
execution and delivery of this Purchaser Letter, the Transferee agrees to make
the representations, warranties and covenants set forth in, and otherwise to be
bound by, each and every provision of the Supplement that by its terms applies
to the "Purchaser" (as defined in the Supplement).
D-3
81
To the extent not defined herein, capitalized terms used herein
have the meanings assigned to them in the Supplement.
Very truly yours,
[NAME OF TRANSFEREE]
By:
----------------------------------------
Name:
Title:
D-4
82
SCHEDULE 1 TO
SERIES 1994-3 SUPPLEMENT
TRUST ACCOUNTS
DDA # Account Name
----- ------------
507-309933 Ingram Series 1994-3 Coll Subaccount
507-941500 Ingram Ser l994-3 Princ Coll Sub-Sub A/C
507-941527 Ingram Ser l994-3 NonPrin Coll Sb-sb A/C
507-941535 Ingram Ser l994-3 Acc Int Sub-Sub A/C
