EXHIBIT 4.2
FORM OF SERIES 2000-1 SUPPLEMENT
Dated as of November _____, 2000
to
AMENDED AND RESTATED
MASTER POOLING AND SERVICING AGREEMENT
Dated as of May 1, 1999
by and among
YAMAHA MOTOR RECEIVABLES CORPORATION,
as Transferor,
YAMAHA MOTOR CORPORATION, U.S.A.,
as Servicer,
and
THE CHASE MANHATTAN BANK,
--------------------------------------
as Trustee on behalf of
the Certificateholders
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YAMAHA MOTOR MASTER TRUST
SERIES 2000-1
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TABLE OF CONTENTS
SECTION PAGE
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SECTION 1. Designation................................................. 2
SECTION 2. Definitions................................................ 2
SECTION 3. Minimum Transferor Percentage and Minimum
Trust Principal Component, Etc............................ 11
SECTION 4. Reassignment and Transfer Terms............................ 11
SECTION 5. Delivery and Payment for the Certificates.................. 12
SECTION 6. Form of Delivery of the Series 2000-1 Certificates......... 12
SECTION 7. Transfer of Class C Certificates........................... 12
SECTION 8. Tax Treatment............................................. 13
SECTION 9. Article IV of Agreement................................... 14
SECTION 10. Article V of Agreement.................................... 35
SECTION 11. Early Amortization Events................................. 37
SECTION 12. Series-Specific Transferor Covenants...................... 39
SECTION 13. Ratification of Master Pooling and Servicing
Agreement................................................. 39
SECTION 14. Counterparts.............................................. 39
SECTION 15. Governing Law.............................................. 40
SERIES 2000-1 SUPPLEMENT, dated as of November _____, 2000
(as amended, supplemented or otherwise modified and in effect from time to
time, this "Series Supplement"), among YAMAHA MOTOR RECEIVABLES
CORPORATION, a corporation organized and existing under the laws of the
state of Delaware, as Transferor, YAMAHA MOTOR CORPORATION, U.S.A., a
corporation organized and existing under the laws of the state of
California, as Servicer, and THE CHASE MANHATTAN BANK, a New York banking
corporation, as successor trustee to Refuji Bank (together with its
successors in trust thereunder as provided in the Agreement referred to
below, the "Trustee"), as Trustee under the Amended and Restated Master
Pooling and Servicing Agreement, dated as of May 1, 1999 (as amended,
supplemented or otherwise modified and in effect from time to time, the
"Agreement").
PRELIMINARY STATEMENTS
Section 6.9 of the Agreement provides, among other things,
that the Transferor and the Trustee may, at any time and from time to time,
enter into one or more supplements to the Agreement for the purpose of
authorizing the issuance by the Trustee to the Transferor, for execution
and redelivery to the Trustee for authentication, one or more Series of
certificates. The Transferor and the Servicer each hereby enter into this
Series 2000-1 Supplement with the Trustee as required by Section 6.9(c) of
the Agreement to provide for the issuance, authentication and delivery of
the Floating Rate Series 2000-1, Class A Asset-Backed Certificates, the
Floating Rate Series 2000-1, Class B Asset-Backed Certificates and the
Floating Rate Series 2000-1, Class C Asset-Backed Certificates. In the
event that any term or provision contained herein shall conflict with or be
inconsistent with any term or provision contained in the Agreement, the
terms and provisions of this Series Supplement shall govern.
All capitalized terms used and not otherwise defined herein
shall have the meanings assigned thereto in the Agreement. All Article or
Section references herein shall mean Articles or Sections of the Agreement,
except as the context may require or as otherwise provided herein. Unless
otherwise stated herein, as the context otherwise requires or if such term
is otherwise defined in the Agreement, each capitalized term used or
defined herein shall relate only to the particular Series 2000-1
Certificates and to no other Series of certificates issued by the Trust.
SECTION 1. Designation. The Investor Certificates issued
pursuant to this Supplement shall be designated generally as the "Series
2000-1 Certificates".
SECTION 2. Definitions. The following words and phrases
shall have the following meanings with respect to the Series 2000-1
Certificates, and the definitions of such terms are applicable to the
singular as well as the plural form of such terms and to the masculine as
well as the feminine and neuter genders of such terms:
"Accumulation Periods" shall mean the Controlled
Accumulation Period and the Rapid Accumulation Period.
"Accumulation Shortfall" shall mean, for the Collection
Period immediately preceding the related Distribution Date, the amount by
which the Controlled Deposit Amount exceeds the amount deposited in the
Principal Funding Account on such Distribution Date.
"Available Principal Funds" shall have the meaning specified
in the first paragraph of Section 4.9 of the Agreement, as amended hereby
by Section 9.
"Available Subordinated Amount" shall mean, with respect to
each Transferor Subordination Event, the meaning specified in Section
4.14(b) of the Agreement, as amended hereby by Section 9, with respect to
such Transferor Subordination Event.
"Available Yield Funds" shall have the meaning specified in
the first paragraph of Section 4.9 of the Agreement, as amended hereby by
Section 9.
"Certificateholder" shall mean the Person in whose name a
Certificate is registered in the Certificate Register.
"Certificateholders' Interest" shall have the meaning
specified in Section 4.3 of the Agreement, as amended hereby by Section 9.
"Certificates" shall mean, collectively, the Class A
Certificates, the Class B Certificates and the Class C Certificates.
"Class A Adjusted Invested Amount", for any date of
determination during the Controlled Accumulation Period, shall mean an
amount equal to the Class A Invested Amount minus the aggregate principal
amount on deposit in the Principal Funding Account, and for any other date
of determination, shall mean the Class A Invested Amount.
"Class A Certificate Rate" shall mean the lesser of (1)
one-month LIBOR determined as of the second London Banking Day prior to the
related Interest Accrual Period (or, in the case of the first Distribution
Date, based on ___________ LIBOR determined as of ____________, 2000 for
the period from __________, 2000 up to but excluding ______________, 2000)
plus _____% per annum or (2) the Maximum Rate, calculated on the basis of
the actual number of days in the related Interest Accrual Period and a
360-day year.
"Class A Certificateholder" shall mean the Person in whose
name a Class A Certificate is registered in the Certificate Register.
"Class A Certificates" shall mean the Floating Rate Series
2000-1, Class A Asset-Backed Certificates.
"Class A Expected Final Payment Date" shall mean
_____________ (or, if such day is not a Business Day, the next succeeding
Business Day).
"Class A Initial Invested Amount" shall mean the aggregate
initial principal amount of the Class A Certificates, which is
_______________.
"Class A Invested Amount" for any date shall mean an amount
equal to (i) the initial principal balance of the Class A Certificates,
minus (ii) the amount of principal payments made to Class A
Certificateholders prior to such date, minus (iii) the aggregate amount of
Class A Investor Charge-Offs for all prior Distribution Dates and, if the
date of determination is a Distribution Date, for such Distribution Date,
plus (iv) the aggregate amount of Yield Collections and the aggregate
amount of Principal Collections applied in respect of the Available
Subordinated Amount and certain other amounts applied on all prior
Distribution Dates and, if the date of determination is a Distribution
Date, to be applied on the current Distribution Date, in each case, for the
purpose of reimbursing amounts deducted pursuant to the foregoing clause
(iii).
"Class A Investor Charge-Off" shall have the meaning
specified in Section 4.11(b) of the Agreement, as amended hereby by Section
9.
"Class A Monthly Interest" shall mean the monthly interest
distributable in respect of the Class A Certificates as calculated in
accordance with Section 4.5(a) of the Agreement, as amended hereby by
Section 9.
"Class A Monthly Principal" shall mean the monthly principal
distributable in respect of the Class A Certificates as calculated in
accordance with Section 4.6(a) of the Agreement, as amended hereby by
Section 9.
"Class B Adjusted Invested Amount", for any date of
determination during the Rapid Accumulation Period, shall mean an amount
equal to the Class B Invested Amount minus the aggregate principal amount
on deposit in the Principal Funding Account, and for any other date of
determination, shall mean the Class B Invested Amount
"Class B Certificate Rate" shall mean the lesser of (1)
one-month LIBOR determined as of the second London Banking Day prior to the
related Interest Accrual Period (or, in the case of the first Distribution
Date, based on ____________ LIBOR determined as of __________, 2000 for the
period from __________, 2000 up to but excluding _________, 2000) plus
_____% per annum or (2) the Maximum Rate, calculated on the basis of the
actual number of days in the related Interest Accrual Period and a 360-day
year.
"Class B Certificateholder" shall mean the Person in whose
name a Class B Certificate is registered in the Certificate Register.
"Class B Certificates" shall mean the Floating Rate Series
2000-1, Class B Asset-Backed Certificates.
"Class B Expected Final Payment Date" shall mean
_____________ (or, if such day is not a Business Day, the next succeeding
Business Day).
"Class B Initial Invested Amount" shall mean the aggregate
initial principal amount of the Class B Certificates, which is
_____________.
"Class B Invested Amount" for any date shall mean an amount
equal to (i) the initial principal balance of the Class B Certificates,
minus (ii) the amount of principal payments made to Class B
Certificateholders prior to such date, minus (iii) the aggregate amount of
Class B Investor Charge-Offs for all prior Distribution Dates and, if the
date of determination is a Distribution Date, for such Distribution Date,
plus (iv) the aggregate amount of Yield Collections and the aggregate
amount of Principal Collections applied in respect of the Available
Subordinated Amount and certain other amounts applied on all prior
Distribution Dates and, if the date of determination is a Distribution
Date, to be applied on the current Distribution Date, in each case, for the
purpose of reimbursing amounts deducted pursuant to the foregoing clause
(iii).
"Class B Investor Charge-Off" shall have the meaning
specified in Section 4.11(a) of the Agreement, as amended hereby by Section
9.
"Class B Monthly Interest" shall mean the monthly interest
distributable in respect of the Class B Certificates as calculated in
accordance with Section 4.5(b) of the Agreement, as amended hereby by
Section 9.
"Class B Monthly Principal" shall mean the monthly principal
distributable in respect of the Class B Certificates as calculated in
accordance with Section 4.6(b) of the Agreement, as amended hereby by
Section 9.
"Class C Certificate Rate" shall mean the lesser of (1)
one-month LIBOR determined as of the second London Banking Day prior to the
related Interest Accrual Period (or, in the case of the first Distribution
Date, based on ____________ LIBOR determined as of _________, 2000 for the
period from __________, 2000 up to but excluding ___________, 2000) plus
_____% per annum or (2) the Maximum Rate, calculated on the basis of the
actual number of days in the related Interest Accrual Period and a 360-day
year.
"Class C Certificateholder" shall mean the Person in whose
name a Class C Certificate is registered in the Certificate Register.
"Class C Certificates" shall mean the Floating Rate Series
2000-1, Class C Asset-Backed Certificates.
"Class C Initial Invested Amount" shall mean the aggregate
initial principal amount of the Class C Certificates, which is
______________.
"Class C Invested Amount" for any date shall mean an amount
equal to (i) the initial principal balance of the Class C Certificates,
minus (ii) the amount of principal payments made to Class C
Certificateholders prior to such date, minus (iii) the aggregate amount of
Class C Investor Charge-Offs for all prior Distribution Dates and, if the
date of determination is a Distribution Date, for such Distribution Date,
plus (iv) the aggregate amount of Yield Collections and the aggregate
amount of Principal Collections applied in respect of the Available
Subordinated Amount and certain other amounts applied on all prior
Distribution Dates and, if the date of determination is a Distribution
Date, to be applied on the current Distribution Date, in each case, for the
purpose of reimbursing amounts deducted pursuant to the foregoing clause
(iii).
"Class C Investor Charge-Off" shall have the meaning
specified in first paragraph of Section 4.11 of the Agreement, as amended
hereby by Section 9.
"Class C Monthly Interest" shall mean the monthly interest
distributable in respect of the Class C Certificates as calculated in
accordance with Section 4.5(c) of the Agreement, as amended hereby by
Section 9.
"Class C Monthly Principal" shall mean the monthly principal
distributable in respect of the Class C Certificates as calculated in
accordance with Section 4.6(c) of the Agreement, as amended hereby by
Section 9.
"Closing Date" shall mean, with respect to the Series 2000-1
Certificates, November __, 2000.
"Controlled Accumulation Amount" shall mean, with respect to
the Class A Certificates, one-sixth of the Class A Invested Amount as of
the Controlled Accumulation Date.
"Controlled Accumulation Date" shall mean _______________.
"Controlled Accumulation Period" shall mean, with respect to
the Class A Certificates, an Amortization Period commencing on the
Controlled Accumulation Date and continuing to the earlier of (x) but not
including, the commencement of the Early Amortization Period, or (y) and
including, the earlier of (1) [ ] 2005 or (2) the termination of the Trust.
"Controlled Amortization Period" shall not be applicable for
purposes of this Series Supplement.
"Controlled Deposit Amount" shall have the meaning specified
in Section 4.6(a) of the Agreement, as amended hereby by Section 9.
"Deficit Controlled Amortization Period" shall not be
applicable for purposes of this Series Supplement.
"DFS" shall mean Deutsche Financial Services Corporation, a
Nevada corporation, formerly doing business as ITT Commercial Finance Corp.
"Distribution Date" shall mean the 15th day of each month
(or, if any such day is not a Business Day, on the next succeeding Business
Day), commencing December 15, 2000.
"Early Amortization Period" shall mean, with respect to the
Class A Certificates or the Class B Certificates, the Amortization Period
commencing on (a) the day on which an Early Amortization Event occurs or is
deemed to have occurred, (b) the Class A Expected Final Payment Date if the
Class A Invested Amount is not paid in full on such date or (c) the Class B
Expected Final Payment Date if the Class B Invested Amount is not paid in
full on such date, and continuing to and including the earlier of (i) the
payment in full to Class A Certificateholders of the Class A Initial
Invested Amount and to Class B Certificateholders of the Class B Initial
Invested Amount and (ii) the Stated Series Termination Date.
"Expected Final Payment Dates" shall mean the Class A
Expected Final Payment Date and the Class B Expected Final Payment Date.
"Fixed Allocation Percentage" shall mean, on any date of
determination with respect to any Distribution Date related to any
Accumulation Period or the Early Amortization Period, the percentage
equivalent of the ratio which the Invested Amount as of the last day of the
Revolving Period bears to the greater of (a) the Trust Principal Component
on the last day of the Collection Period immediately preceding the related
Collection Period and (b) the sum of the numerators used to calculate the
invested percentage with respect to Principal Collections for all Series
(and all Classes) of certificates outstanding for the current Distribution
Date.
"Floating Allocation Percentage" shall mean, on any date of
determination with respect to any Distribution Date, the percentage
equivalent of the ratio of the sum of the Class A Adjusted Invested Amount,
the Class B Adjusted Invested Amount and the Class C Invested Amount on the
last day of the Collection Period immediately preceding the related
Collection Period to the sum of the Trust Principal Component and the
amounts on deposit in the Special Funding Account on the last day of such
Collection Period immediately preceding the related Collection Period;
provided, however, that during the initial Collection Period, the Floating
Allocation Percentage will equal the percentage equivalent of the ratio
which the amount of the Initial Invested Amount bears to the Trust
Principal Component on __________, 2000.
"Initial Invested Amount" shall mean the sum of the Class A
Initial Invested Amount, the Class B Initial Invested Amount and the Class
C Initial Invested Amount, or ______________.
"Initial Servicer Cash Collateral Deposit" shall mean an
amount equal to ________________.
"Interest Accrual Period" shall mean, with respect to any
Distribution Date, the period from and including the preceding Distribution
Date or, in the case of the first Distribution Date, from and including the
Closing Date, to but excluding such Distribution Date.
"Invested Amount" shall mean, when used with respect to any
date of determination, an amount equal to the sum of the Class A Invested
Amount, the Class B Invested Amount and the Class C Invested Amount.
"Invested Percentage" shall mean, on any date of
determination with respect to any Distribution Date, (a) when used with
respect to Principal Collections during the Revolving Period, the Floating
Allocation Percentage; (b) when used with respect to Principal Collections
during any Accumulation Period or an Early Amortization Period, the Fixed
Allocation Percentage; and (c) when used with respect to Yield Collections
and Defaulted Receivables at any time, the Floating Allocation Percentage.
"Investor Charge-Offs" shall mean, for any date of
determination, the sum of the Class A Investor Charge-Offs, the Class B
Investor Charge-Offs and the Class C Investor Charge-Offs.
"LIBOR" shall mean the rate calculated by the Trustee
pursuant to Section 4.5(d) of the Agreement, as amended hereby by Section
9.
"LIBOR Determination Date" shall have the meaning specified
in Section 4.5(d) of the Agreement, as amended hereby by Section 9.
"London Banking Day" shall have the meaning specified in
Section 4.5(d) of the Agreement, as amended hereby by Section 9.
"Maximum Rate" shall mean (i) the product of (a) the Yield
Factor for such Distribution Date and (b) twelve, minus (ii) the Servicing
Fee Percentage.
"Offered Certificates" shall mean the Class A Certificates
and the Class B Certificates.
"Principal Funding Account" shall have the meaning specified
in Section 4.8(a) of the Agreement, as amended hereby by Section 9.
"Rapid Accumulation Date" shall mean [ ] 2005.
"Rapid Accumulation Period" shall mean, with respect to the
Class B Certificates, an Amortization Period commencing on the Rapid
Accumulation Date and continuing to the earlier of (x) but not including,
the commencement of the Early Amortization Period, or (y) and including,
the earlier of (1) [ ] 2005 or (2) the termination of the Trust.
"Record Date" shall mean, with respect to any Distribution
Date, the last Business Day of the calendar month immediately preceding
such Distribution Date.
"Reference Banks" shall have the meaning specified in
Section 4.5(d) of the Agreement, as amended hereby by Section 9.
"Revolving Period" shall mean, with respect to the Series
2000-1 Certificates, the period from and including the Closing Date, up to
and including the day prior to the day on which the Controlled Accumulation
Period or, if earlier, an Early Amortization Period commences.
"Securities Act" shall have the meaning specified in Section
7(b) hereof.
"Series 2000-1 Certificates" shall have the meaning
specified in Section 1 hereof.
"Series 2000-1 Principal Shortfall" shall have the meaning
specified in Section 4.6(d) of the Agreement, as amended hereby by Section
9.
"Series 2000-1 Undistributed Principal Collections" shall
mean the amount, if any, equal to the product of (a) a fraction, the
numerator of which is equal to the sum of the Class A Adjusted Invested
Amount, the Class B Adjusted Invested Amount and the Class C Invested
Amount and the denominator of which is equal to the sum of the invested
amount of all Series then accumulating or amortizing principal (less any
amounts on deposit in any principal funding accounts) and (b) Undistributed
Principal Collections on deposit in the Collection Account and the Special
Funding Account on such Distribution Date.
"Series Factor" shall mean the percentage, as of the end of
the related Collection Period, consisting of an eight-digit decimal
expressing the Class A Invested Amount, the Class B Invested Amount or the
Class C Invested Amount, as applicable, as of such date (determined after
taking into account any increase or decrease in the Invested Amount which
will occur on the following Distribution Date) as a proportion of the Class
A Initial Invested Amount, the Class B Initial Invested Amount or the Class
C Initial Invested Amount, as applicable.
"Servicer Cash Collateral Account" shall have the meaning
specified in Section 4.7 of the Agreement, as amended hereby by Section 9.
"Servicing Fee Percentage" shall mean 2% per annum.
"Special Funding Account" shall have the meaning specified
in Section 4.2 of the Agreement.
"Stated Series Termination Date" shall mean the December
[2006] Distribution Date.
"Telerate Page 3750" shall have the meaning specified in
Section 4.5(d) of the Agreement, as amended hereby by Section 9.
"Yield Factor" shall mean, initially, 1.5%, and shall
increase to 1.75% during any Accumulation Period; provided, that the Yield
Factor shall increase to 2% with respect to the Series 1999-1 and Series
2000-1 Certificates during any Collection Period for which one-month LIBOR
(as calculated by the Trustee on the preceding LIBOR Determination Date
pursuant to Section 4.5(d)) exceeds 15% per annum; provided further, that
if one-month LIBOR (as calculated by the Trustee on any subsequent LIBOR
Determination Date pursuant to Section 4.5(d)) decreases thereafter to a
rate equal to or less than 15% per annum, the Yield Factor shall be reduced
from 2% to 1.5% or 1.75%, as applicable. The first and second provisos
above shall not be applicable at any time when the Yield Factor is used
with respect to the calculation of (i) the Trust Principal Component or
(ii) the aggregate amount of Defaulted Receivables.
SECTION 3. Minimum Transferor Percentage and Minimum Trust
Principal Component, Etc. The Minimum Transferor Percentage applicable to
the Series 2000-1 Certificates shall be10%. The Minimum Trust Principal
Component with respect to the Series 2000-1 Certificates shall be
_____________. The Servicer shall, pursuant to Section 3.4(a) of the
Agreement, deliver an Officer's Certificate setting forth each of the
following as of the end of the day on ________________, 2000: the Trust
Principal Component, the Transferor Interest and the Invested Amount for
each outstanding Series.
SECTION 4. Reassignment and Transfer Terms.
(a) The Series 2000-1 Certificates may be reassigned and
transferred to the Transferor on any Distribution Date on or after which
the Invested Amount is reduced to an amount less than or equal to 10% of
the Initial Invested Amount, subject to the provisions of Section 12.2 of
the Agreement.
(b) Except in the case of an insurance company acting
through its general account and in compliance with Prohibited Transaction
Class Exemption 95-60, a Class B Certificate, a Class C Certificate or any
interest therein may not be acquired by or transferred to any "Benefit Plan
Investor" (as defined in 29 C.F.R. ss.2510.3-101) or any person who is
directly or indirectly purchasing a Class B Certificate, a Class C
Certificate or an interest therein on behalf of, as named fiduciary of, as
trustee of, or with assets of, such a Benefit Plan Investor. Each
prospective acquirer or transferee of a Class B Certificate, a Class C
Certificate or an interest therein, by its acceptance of such Class B
Certificate, Class C Certificate or an interest therein, will be deemed to
have represented that (i) either no "prohibited transaction" under ERISA or
the Internal Revenue Code will occur in connection with such prospective
acquirer's or transferee's acquisition and holding of such Class B
Certificate or Class C Certificate or that the acquisition and holding of a
Class B Certificate or a Class C Certificate by such prospective acquirer
or transferee is subject to a statutory or administrative exemption and
(ii) that the prospective acquirer's or transferee's acquisition and
holding will not subject the Transferor, the Servicer, the Trustee or the
Trust to any obligation or liability (including obligations or liabilities
under ERISA or Section 4975 of the Internal Revenue Code) in addition to
those explicitly undertaken in the agreements relating to the transactions
described herein.
SECTION 5. Delivery and Payment for the Certificates. The
Trustee shall authenticate and deliver the Series 2000-1 Certificates in
accordance with Section 6.2 of the Agreement. The Class C Certificates
shall be issued in minimum denominations of $1,000 and integral multiples
thereof; provided, however, that one Class C Certificate may be issued in a
denomination that includes any remaining portion of the Class C Initial
Invested Amount.
SECTION 6. Form of Delivery of the Series 2000-1
Certificates. The Offered Certificates shall be delivered as provided in
Section 6.10 of the Agreement and the Class C Certificates shall be
delivered in definitive form.
SECTION 7. Transfer of Class C Certificates.
(a) The initial transfer or any pledge of the Class C
Certificates to any entity other than a corporation that is a member of the
consolidated federal income tax group of which Yamaha Motor Corporation,
U.S.A. is a member shall not occur unless the Trustee shall have received
an Opinion of Counsel to the effect that the Class C Certificates, upon
such transfer, will be characterized as debt or an interest in a
partnership for federal income tax purposes. Prior to any transfer of a
Class C Certificate to any Affiliate of the Transferor, the Servicer shall
provide to the Trustee written confirmation from each Rating Agency that
such transfer will not result in the downgrade or withdrawal of any rating
on any Class of Offered Certificates. Prior to any such transfer of a Class
C Certificate, the Transferor shall certify to the Trustee in writing
whether the proposed transferee of the Class C Certificate is an Affiliate
of the Transferor and the Trustee shall be entitled to rely conclusively on
such certificate.
(b) The Class C Certificates have not been registered under
the Securities Act of 1933, as amended (the "Securities Act") or any state
securities law. No resale or other transfer of any Class C Certificate or
any interest therein or participation thereof shall be made unless the
Trustee and the Transfer Agent and Registrar shall have received an
Officer's Certificate certifying that such resale or transfer is made (i)
pursuant to an effective registration statement under the Securities Act;
(ii) in a transaction exempt from the registration requirements of the
Securities Act and applicable state securities or "blue sky" laws; (iii) to
the Transferor; or (iv) to a person who the transferor of the Class C
Certificate reasonably believes is a qualified institutional buyer (within
the meaning thereof in Rule 144A under the Securities Act) that is aware
that such resale or other transfer is being made in reliance upon Rule
144A. Until the earlier of (i) such time as the Class C Certificates shall
be registered pursuant to a registration statement filed under the
Securities Act and (ii) the date two years from the later of the Closing
Date and the date any Class C Certificate was acquired from the Transferor
or an Affiliate of the Transferor, the Class C Certificates shall bear a
legend substantially to the effect set forth in the preceding two
sentences. Neither the Transferor, the Transfer Agent and Registrar nor the
Trustee is obligated to register the Class C Certificates under the
Securities Act, or to take any other action not otherwise required under
this Series Supplement to permit the transfer of Class C Certificates
without registration.
Notwithstanding anything to the contrary contained herein,
in no event shall a Class C Certificate or any interest therein be sold,
transferred, assigned, exchanged, pledged, hypothecated, participated or
otherwise conveyed, or a security interest granted therein, unless the
Transferor shall have consented to such transfer. The Class C Certificates
shall at all times bear a legend substantially to the effect set forth in
the preceding sentence.
SECTION 8. Tax Treatment. It is the intention of the
Transferor and the Investor Certificateholders that the Class C
Certificates (upon transfer to an entity other than the Transferor) be
characterized as either indebtedness of the Transferor or an interest in a
partnership for Federal, state and local income and franchise tax purposes
and for purposes of any other tax imposed on or measured by income. The
Transferor and each Class C Certificateholder by acceptance of its Class C
Certificates agree to treat the Class C Certificates for purposes of
Federal, state and local income or franchise taxes and any other tax
imposed on or measured by income, as such indebtedness or such an interest
and to report the transactions contemplated by this Series Supplement on
all applicable tax returns in a manner consistent with such treatment.
To the extent that any Class of Investor Certificates is
determined to represent interests in a partnership for federal income tax
purposes, it is the intention of the Transferor and the Investor
Certificateholders that (i) the holder of the Exchangeable Transferor
Certificate be designated as the tax matters partner for such partnership
and (ii) such partnership interest represent an interest limited to a
capital interest equal to the aggregate principal balance of such Class of
Investor Certificates and a share of partnership profits equal to a yield
equal to the Certificate Rate on such capital.
SECTION 9. Article IV of the Agreement. Sections 4.1 and 4.2
of the Agreement shall read in their entirety, as provided in the
Agreement. Article IV of the Agreement (except for Sections 4.1 and 4.2)
shall read in its entirety as follows and shall be applicable to the
Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.3. Rights of Certificateholders. The Class A
Certificates shall represent undivided interests in the Trust, consisting
of the right to receive, to the extent necessary to make the required
payments with respect to such Class A Certificates at the times and in the
amounts specified in this Agreement, (a) the Invested Percentage (as
applicable from time to time) of Collections received with respect to the
Receivables and (b) funds on deposit in the Collection Account, the Special
Funding Account and the Principal Funding Account. The Class B Certificates
shall represent undivided interests in the Trust, consisting of the right
to receive, to the extent necessary to make required payments with respect
to such Class B Certificates at the times and in the amounts specified in
this Agreement (after application of payments in accordance with the first
sentence of this Section 4.3), (x) the Invested Percentage (as applicable
from time to time) of Collections received with respect to the Receivables
and (y) funds on deposit in the Collection Account, the Special Funding
Account and the Principal Funding Account. The Class C Certificates shall
represent undivided interests in the Trust, consisting of the right to
receive, to the extent necessary to make required payments with respect to
such Class C Certificates at the times and in the amounts specified in this
Agreement (after application of payments in accordance with the first and
second sentences of this Section 4.3), (x) the Invested Percentage (as
applicable from time to time) of Collections received with respect to the
Receivables and (y) funds on deposit in the Collection Account, the Special
Funding Account and the Principal Funding Account. (The undivided interests
in the Trust referred to in the three immediately preceding sentences are
collectively referred to for the Series 2000-1 Certificates as the
"Certificateholders' Interest".) The Exchangeable Transferor Certificate
shall not represent any interest in the Collection Account, the Special
Funding Account or the Principal Funding Account, except as specifically
provided in this Article IV.
SECTION 4.4. Collections and Allocations.
(a) Collections. The Servicer shall apply or shall
instruct the Trustee in writing to apply all funds on deposit in the
Collection Account allocable to the Series 2000-1 Certificates as described
in this Article IV.
(b) Allocations of Collections and Payments. For each
Collection Period, all Collections received will be treated as Yield
Collections until the amount of such Collections equals an amount equal to
the product of the Yield Factor and the Pool Balance as of the beginning of
such Collection Period. In the event that the Yield Factor applicable to
the Series 2000-1 Certificates is greater than the Yield Factor applicable
to any other Series, the amount of Collections treated as Yield Collections
allocable to the Series 2000-1 Certificates shall be increased accordingly
and the amount of such increase shall reduce Principal Collections
otherwise allocable to the Series 2000-1 Certificates. By the second
Business Day following the Date of Processing a payment on a Receivable (or
as otherwise specified in Section 4.1(g); provided that with respect to
clauses (i), (iii), (iv), (v), (vii) and (viii) below during any
Accumulation Period or any Early Amortization Period, the Servicer shall be
obligated to deposit funds into the Collection Account within two (2)
Business Days following the applicable Date of Processing, notwithstanding
the provisions of Section 4.1(g)), the Servicer shall determine whether an
Early Amortization Event has occurred or is deemed to have occurred with
respect to the Certificates, and the Servicer shall allocate Collections
with respect to such Date of Processing as follows:
(i) Floating Allocation Percentage of
Yield Collections. The Floating Allocation Percentage of Yield
Collections as of the last day of the prior Collection Period (or,
if the Determination Date for such Floating Allocation Percentage
has not occurred, the Floating Allocation Percentage as of the last
day of the second preceding Collection Period) received each day
will be deposited by the Servicer into the Collection Account
within two (2) Business Days following the Date of Processing.
(ii) During the Revolving Period.
During the Revolving Period, the Floating Allocation Percentage of
Principal Collections received each day will be deposited into the
Collection Account as Excess Principal Collections no later than
two (2) Business Days following the Date of Processing to the
extent required to be distributed to other Series on the next
succeeding Distribution Date and any excess will be remitted to the
Transferor, unless such distribution of Principal Collections would
reduce the Transferor Amount as a percentage of the Trust Principal
Component below 10% (after giving effect to any new Receivables
transferred to the Trust), in which case such amount will be
retained in the Collection Account as Undistributed Principal
Collections. Any Undistributed Principal Collections remaining in
the Collection Account on the next succeeding Distribution Date
will be deposited into the Special Funding Account and made
available on subsequent Distribution Dates.
(iii) During the Controlled
Accumulation Period. During the Controlled Accumulation Period, the
Fixed Allocation Percentage of Principal Collections received each
day allocable to the Certificateholders' Interest, and any Excess
Principal Collections allocable to the Certificates pursuant to
Section 4.12 will be deposited by the Servicer into the Principal
Funding Account for the benefit of the Class A Certificateholders
no later than two (2) Business Days following the Date of
Processing until the sum of all such deposits equals the Controlled
Deposit Amount; thereafter, the Fixed Allocation Percentage of
Principal Collections received each day will be deposited into the
Collection Account as Excess Principal Collections to the extent
required to be distributed to other Series on the next succeeding
Distribution Date.
(iv) During the Rapid Accumulation
Period. During the Rapid Accumulation Period, the Fixed Allocation
Percentage of Principal Collections received each day allocable to
the Certificateholders' Interest, and any Excess Principal
Collections allocable to the Certificates pursuant to Section 4.12
will be deposited by the Servicer into the Principal Funding
Account for the benefit of the Class B Certificateholders no later
than two (2) Business Days following the Date of Processing until
the sum of all such deposits equals the Class B Invested Amount;
thereafter, the Fixed Allocation Percentage of Principal
Collections received each day will be deposited into the Collection
Account as Excess Principal Collections to the extent required to
be distributed to other Series on the next succeeding Distribution
Date.
(v) During any Early Amortization
Period and after the Class B Expected Final Payment Date. After the
Class B Expected Final Payment Date and during an Early
Amortization Period, all Principal Collections received each day
allocable to the Certificateholders' Interest, and the Excess
Principal Collections allocable to the Certificates will be
deposited by the Servicer into the Collection Account no later than
two (2) Business Days following the Date of Processing until such
deposits equal the amount of principal required to be paid to
Certificateholders.
(vi) During the Revolving Period, any
Accumulation Period and any Early Amortization Period. During the
Revolving Period, any Accumulation Period and any Early
Amortization Period, if the Transferor Percentage of Principal
Collections is required to be allocated in respect of the Available
Subordinated Amount pursuant to Section 4.14 of this Agreement, the
Transferor Percentage of Principal Collections will be deposited by
the Servicer into the Collection Account within two (2) Business
Days of the Date of Processing.
(vii) During any Accumulation Period
and any Early Amortization Period. During any Accumulation Period
and any Early Amortization Period, the Transferor Percentage of
Principal Collections will be deposited by the Servicer into the
Collection Account within two (2) Business Days of the Date of
Processing.
(c) Additional Amounts.
(i) The allocations to be made pursuant
to Section 4.4(b) also apply to any other deposits into the
Collection Account that are treated as Collections, payments made
by the Transferor pursuant to Sections 2.3 and 2.4(d) of the
Agreement and payments made by the Servicer pursuant to Section 3.3
of the Agreement. Such deposits to be treated as Collections will
be allocated as Yield Collections or Principal Collections as
indicated in this Agreement.
(ii) The amounts paid by the Transferor
pursuant to Section 2.4(d), Adjustment Payments, proceeds from the
sale, disposition or liquidation of the Receivables pursuant to
Sections 9.2, 10.2, 12.1 or 12.2 of the Agreement and Section 4 of
the Series Supplement and amounts obtained by the Trustee pursuant
to any demand on any letter of credit, surety bond or other similar
instrument delivered pursuant to the Series Supplement or from any
funds deposited with the Trustee pursuant to the Series Supplement,
shall be allocated to the Certificateholders' Interest and
allocated as Yield Collections or Principal Collections as provided
in this Agreement.
SECTION 4.5. Determination of Monthly Interest for the
Certificates.
(a) The amount of monthly interest distributable from
the Collection Account with respect to the Class A Certificates ("Class A
Monthly Interest") on any Distribution Date shall be an amount equal to the
product of (i) the Class A Certificate Rate, (ii) the actual number of days
in the related Interest Accrual Period divided by 360 and (iii) the Class A
Invested Amount; provided, however, with respect to the first Distribution
Date for the Class A Certificates, Class A Monthly Interest shall be equal
to the product of (A) the Class A Certificate Rate, (B) _____ divided by
360 and (C) the Class A Initial Invested Amount.
(b) The amount of monthly interest distributable from
the Collection Account with respect to the Class B Certificates ("Class B
Monthly Interest") on any Distribution Date shall be an amount equal to the
product of (i) the Class B Certificate Rate, (ii) the actual number of days
in the related Interest Accrual Period divided by 360 and (iii) the Class B
Invested Amount; provided, however, with respect to the first Distribution
Date for the Class B Certificates, Class B Monthly Interest shall be equal
to the product of (A) the Class B Certificate Rate, (B) _____ divided by
360 and (C) the Class B Initial Invested Amount.
(c) The amount of monthly interest distributable from
the Collection Account with respect to the Class C Certificates ("Class C
Monthly Interest") on any Distribution Date shall be an amount equal to the
product of (i) the Class C Certificate Rate, (ii) the actual number of days
in the related Interest Accrual Period divided by 360 and (iii) the Class C
Invested Amount; provided, however, with respect to the first Distribution
Date for the Class C Certificates, Class C Monthly Interest shall be equal
to the product of (A) the Class C Certificate Rate, (B) _____ divided by
360 and (C) the Class C Initial Invested Amount.
(d) On the second London Banking Day preceding the
first day of an Interest Accrual Period (a "LIBOR Determination Date"),
until the Stated Series Termination Date, the Trustee will determine the
rate for deposits in United States dollars having a [one-month maturity],
commencing on the first day of such Interest Accrual Period, which appears
on Telerate Page 3750 as of 11:00 a.m., London time, on such LIBOR
Determination Date. If such rate does not appear on Telerate Page 3750, the
rate for such LIBOR Determination Date will be determined on the basis of
rates at which deposits in United States dollars having a one-month
maturity are offered by the Reference Banks at approximately 11:00 a.m.,
London time, on that day to prime banks in the London interbank market. The
Trustee will request the principal London office in each of the Reference
Banks to provide a quotation of its rate. If at least two such quotations
are provided, the rate for such LIBOR Determination Date will be the
arithmetic mean of the quotations (rounded upward to the nearest
0.015625%). If fewer than two quotations are provided as requested, the
rate for such LIBOR Determination Date will be the arithmetic mean (rounded
upward to the nearest 0.015625%) of the rates quoted by major banks in The
City of New York, selected by the Servicer, at approximately 11:00 a.m.,
New York time, on such date for loans in United States dollars having a
one-month maturity to leading European banks; provided, however, that if
the Trustee is unable to determine a rate in accordance with one of the
procedures described above, LIBOR shall be LIBOR as determined on the most
recent LIBOR Determination Date. The Class A Certificate Rate and the Class
B Certificate Rate applicable to the then current and preceding Interest
Accrual Period shall be provided by the Trustee to any Certificateholder
upon request. For purposes of calculating LIBOR, "London Banking Day" means
any business day on which dealings in deposits in United States dollars are
transacted in the London interbank market, "Telerate Page 3750" means the
display page currently so designated on the Dow Jones Telerate Service (or
such other page as may replace that page on that service for the purpose of
displaying comparable rates or prices) and "Reference Banks" means three
major banks in the London interbank market selected by the Servicer.
SECTION 4.6. Determination of Monthly Principal for the
Certificates.
(a) The amount of monthly principal distributable
from the Collection Account with respect to the Class A Certificates on
each Distribution Date during the Controlled Accumulation Period or on the
Class A Expected Final Payment Date shall be equal to an amount calculated
as the lesser of: (i) the sum of (A) an amount equal to the Fixed
Allocation Percentage of all Principal Collections received during the
Collection Period immediately preceding the Class A Expected Final Payment
Date or Distribution Date, as applicable (calculated without giving effect
to the allocation of Excess Principal Collections from other Series, if
any, or the allocations from the Transferor Percentage of Principal
Collections), (B) the amount, if any, of Series 2000-1 Undistributed
Principal Collections for such Distribution Date and (C) the Investor
Default Amount with respect to such Distribution Date or the Class A
Expected Final Payment Date, as applicable, and any reimbursements of
unreimbursed Class A Investor Charge-Offs ("Class A Monthly Principal");
provided, however, that with respect to any Distribution Date, Class A
Monthly Principal may not exceed the Class A Adjusted Invested Amount; and
(ii) the sum of (A) the Controlled Accumulation Amount for the Collection
Period immediately preceding such Distribution Date, plus (B) any unpaid
Accumulation Shortfall related to any prior Collection Period (the
"Controlled Deposit Amount").
(b) The amount of monthly principal distributable
from the Collection Account with respect to the Class B Certificates (the
"Class B Monthly Principal") on each Distribution Date beginning with the
Distribution Date on which the Class A Certificates are paid in full, shall
be equal to an amount calculated as follows: the sum of (i) an amount equal
to the Fixed Allocation Percentage of all Principal Collections received
during the Collection Period immediately preceding such Distribution Date
(calculated without giving effect to the allocation of Excess Principal
Collections from other Series, if any, or the allocation from the
Transferor Percentage of Principal Collections), (ii) the amount, if any,
of Series 2000-1 Undistributed Principal Collections for such Distribution
Date, (iii) the Investor Default Amount with respect to such Distribution
Date and any reimbursements of unreimbursed Class B Investor Charge-Offs,
and if during an Early Amortization Period, minus (iv) Class A Monthly
Principal, if any, with respect to such Distribution Date; provided,
however, that with respect to any Distribution Date, Class B Monthly
Principal may not exceed an amount equal to the Class B Invested Amount.
(c) The amount of monthly principal distributable
from the Collection Account with respect to the Class C Certificates (the
"Class C Monthly Principal") on each Distribution Date beginning with the
Distribution Date as of which both Classes of Offered Certificates have
been paid in full, shall be equal to an amount calculated as follows: the
sum of (i) an amount equal to the Fixed Allocation Percentage of all
Principal Collections received during the Collection Period immediately
preceding such Distribution Date (calculated without giving effect to the
allocation of Excess Principal Collections from other Series, if any, or
the allocation from the Transferor Percentage of Principal Collections),
(ii) the amount, if any, of Series 2000-1 Undistributed Principal
Collections for such Distribution Date, (iii) the Investor Default Amount
with respect to such Distribution Date and any reimbursements of
unreimbursed Class C Investor Charge-Offs, and if during an Early
Amortization Period, minus (iv) Class A Monthly Principal and Class B
Monthly Principal, if any, with respect to such Distribution Date;
provided, however, that with respect to any Distribution Date, Class C
Monthly Principal may not exceed an amount equal to the Class C Invested
Amount.
(d) With respect to any Distribution Date related to
any Accumulation Period or any Early Amortization Period, if (a) the sum of
(x) an amount equal to the Fixed Allocation Percentage of all Principal
Collections received during the Collection Period immediately preceding
such Distribution Date, (y) the amount, if any, of Series 2000-1
Undistributed Principal Collections for such Distribution Date and (z) the
Investor Default Amount with respect to such Distribution Date and any
reimbursements of unreimbursed Class A Investor Charge-Offs, Class B
Investor Charge-Offs and Class C Investor Charge-Offs shall exceed (b) the
sum of (i) Class A Monthly Principal, (ii) Class B Monthly Principal and
(iii) Class C Monthly Principal with respect to any Distribution Date, then
such excess amount shall be treated as Excess Principal Collections. If,
with respect to a Distribution Date related to any Accumulation Period or
Early Amortization Period, the sum of the Class A Monthly Principal, the
Class B Monthly Principal and the Class C Monthly Principal is less than
the sum of the Class A Adjusted Invested Amount, the Class B Adjusted
Invested Amount and the Class C Invested Amount, the amount of such
shortfall shall be the Series 2000-1 Principal Shortfall (the "Series
2000-1 Principal Shortfall") with respect to such Distribution Date.
SECTION 4.7. Establishment and Maintenance of Servicer Cash
Collateral Account.
(a) The Servicer Cash Collateral Account. The Servicer, for
the benefit of the Certificateholders, shall establish and maintain or
cause to be established and maintained in the name of the Trustee, on
behalf of the Trust, an Eligible Deposit Account (the "Servicer Cash
Collateral Account"), bearing a designation clearly indicating that the
funds deposited therein are held for the benefit of the Certificateholders.
On the Closing Date, the Servicer shall deposit the Initial Servicer Cash
Collateral Deposit into the Servicer Cash Collateral Account. The Trustee
shall possess all right, title and interest in and to all funds on deposit
from time to time in the Servicer Cash Collateral Account and in all
proceeds thereof. The Servicer Cash Collateral Account shall be under the
sole dominion and control of the Trustee for the benefit of the Investor
Certificateholders. If, at any time, the Servicer Cash Collateral Account
ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on
its behalf) shall within five (5) Business Days establish a new Eligible
Deposit Account as the Servicer Cash Collateral Account meeting the
conditions specified above, transfer any cash and/or any investments to
such new Servicer Cash Collateral Account and from the date such new
Servicer Cash Collateral Account is established, it shall be the "Servicer
Cash Collateral Account."
(b) Application of Funds on Deposit in the Servicer Cash
Collateral Account. If for any reason the Servicer fails to deposit to the
Collection Account Yield Collections it has received for any Collection
Period by the Transfer Date (as indicated on the Monthly Servicer's
Certificate delivered pursuant to Section 3.4(c) of the Agreement), the
Trustee shall, on the related Distribution Date, withdraw from the Servicer
Cash Collateral Account an amount equal to the shortfall required to pay
Class A Monthly Interest and Class B Monthly Interest for such Collection
Period and deposit such amount in the Collection Account. The Servicer
shall be required to remit such amount to the Collection Account
immediately upon notice from the Trustee that the Trustee has made a
withdrawal and, if no such remittance has been made by the fifth Business
Day after the Distribution Date for such Collection Period, an Early
Amortization Event shall occur on such fifth Business Day. If the Servicer
does remit such amount to the Collection Account by the fifth Business Day
after the Distribution Date for such Collection Period, the Trustee shall
withdraw such amount from the Collection Account and deposit it into the
Servicer Cash Collateral Account. On the Closing Date and on each
Distribution Date, all funds on deposit in the Servicer Cash Collateral
Account shall be invested in Eligible Investments as directed by the
Servicer with maturities not exceeding the succeeding Transfer Date, and
all earnings (net of losses and investment expenses) on such Eligible
Investments shall be paid to the Servicer on the next succeeding
Distribution Date (provided that if the Servicer is obligated to remit
funds to the Collection Account pursuant to the foregoing sentence, such
earnings shall be retained in the Servicer Cash Collateral Account). Upon
the termination of the Trust in accordance with Section 12.1(a) of this
Agreement, all funds on deposit in the Servicer Cash Collateral Account
shall be remitted to the Servicer.
(c) Optional Termination of the Servicer Cash Collateral
Account. The Servicer may elect to terminate the Servicer Cash Collateral
Account and direct the Trustee to release all funds on deposit in such
account to the Servicer if, at any time, any of the following shall occur
and be continuing:
(i) the Servicer elects to remit Collections
to the Collection Account on a daily basis;
(ii) the ratings assigned by each of Standard
& Poor's and Moody's to the short-term debt obligations of
Yamaha shall be no lower than "A-1" and "P-1", respectively;
(iii) the ratings assigned by each of Standard
& Poor's and Moody's to the short-term debt obligations of
DFS shall be no lower than "A-1" and P-1" and Yamaha and DFS
shall have agreed in a document satisfactory to the Rating
Agencies that DFS shall remit Collections directly to the
Collection Account rather than to Yamaha;
(iv) the Servicer provides a letter of credit,
surety bond or other similar instrument and related
documents meeting the requirements of the Rating Agencies;
or
(v) the Servicer obtains written confirmation
from each of Standard & Poor's and Moody's that other
arrangements satisfactory to such Rating Agencies have been
effectuated.
(d) Mandatory Termination of the Servicer Cash Collateral
Account. If, on any Determination Date, one-month LIBOR (as calculated by
the Trustee on the preceding LIBOR Determination Date pursuant to Section
4.5(d)) shall exceed 15% per annum, then, in such event, the Servicer shall
be required to remit all Collections to the Collection Account on a daily
basis. After such time, the Servicer Cash Collateral Account shall be
terminated and the Trustee shall release all funds on deposit in such
account to the Servicer, net of any amount not already in the Collection
Account required to pay all accrued and unpaid interest on the
Certificates, which amount shall be deposited by the Trustee into the
Collection Account.
In the event that one-month LIBOR (as calculated by the
Trustee pursuant to Section 4.5(d)) shall be equal to or less than 15% per
annum on any Determination Date after the Servicer Cash Collateral Account
has been terminated, the Servicer may, but need not, reestablish and
maintain the Servicer Cash Collateral Account in accordance with Section
4.7(a). If the Servicer elects to reestablish and maintain the Servicer
Cash Collateral Account, the Servicer shall deposit an amount equal to the
Initial Servicer Cash Collateral Deposit into the Servicer Cash Collateral
Account. Once such deposit has been made, the Servicer shall no longer be
required to deposit Collections into the Collection Account on a daily
basis and the Servicer may, but need not, deposit such Collections on a
less frequent basis in accordance with Section 4.1(g).
SECTION 4.8. Establishment of the Principal Funding Account
for the Certificates.
(a) The Trustee, for the benefit of the
Certificateholders, shall establish and maintain or cause to be established
and maintained in the name of the Trustee, on behalf of the Trust, an
Eligible Deposit Account (the "Principal Funding Account"), bearing a
designation clearly indicating that the funds deposited therein are held
for the benefit of the Certificateholders. The Trustee shall possess all
right, title and interest in all funds on deposit from time to time in the
Principal Funding Account and in all proceeds thereof. The Principal
Funding Account shall be under the sole dominion and control of the Trustee
for the benefit of the Series 2000-1 Certificateholders. If, at any time,
the Principal Funding Account ceases to be an Eligible Deposit Account, the
Trustee (or the Servicer on its behalf) shall, within five (5) Business
Days, establish a new Eligible Deposit Account as the Principal Funding
Account meeting the conditions specified above, transfer any cash and/or
any investments to such new Principal Funding Account and from the date
such new Principal Funding Account is established, it shall be, for the
Series 2000-1 Certificates, the "Principal Funding Account".
(b) On each Distribution Date during any Accumulation
Period, the Servicer shall withdraw from the Principal Funding Account and
deposit in the Collection Account all interest and other investment income
(net of losses and investment expenses) on funds then on deposit in the
Principal Funding Account, which amounts shall be applied pursuant to
Section 4.9(a)-(i) as Available Yield Funds.
(c) Funds on deposit in the Principal Funding Account
prior to the Class B Expected Final Payment Date shall be invested by the
Trustee (or, if authorized by the Trustee, by the Servicer on behalf of the
Trustee) in Eligible Investments determined by the Servicer; provided that
the Trustee may sell, liquidate or dispose of an Eligible Investment before
its maturity, at the written direction of the Servicer, if such sale,
liquidation or disposal would not result in a loss of all or part of the
principal portion of such Eligible Investment or if, prior to the maturity
of such Eligible Investment, a default occurs in the payment of principal,
interest or any other amount with respect to such Eligible Investment.
(d) Pursuant to the authority granted to the Servicer
in Section 3.1(b), the Servicer shall have the power, revocable by the
Trustee, to make withdrawals and payments or to instruct the Trustee to
make withdrawals and payments from the Principal Funding Account for the
purposes of carrying out the Servicer's or Trustee's duties hereunder.
Pursuant to the authority granted to the Paying Agent in Sections 5.1 and
6.6, the Paying Agent shall have the power, revocable by the Trustee, to
withdraw funds from the Principal Funding Account for the purpose of making
distributions to the Certificateholders.
SECTION 4.9. Application of Funds on Deposit in the
Collection Account for the Certificates. On each Transfer Date, the
Servicer shall instruct the Trustee in writing to apply, and on the
immediately succeeding Distribution Date the Trustee, acting in accordance
with such instructions, shall apply, for the Collection Period immediately
preceding such Distribution Date, from amounts on deposit in the Collection
Account (A) an amount equal to the Floating Allocation Percentage of Yield
Collections plus an amount equal to the Transferor Percentage of Principal
Collections equal to the Available Subordinated Amount, if any, allocable
to the Certificates pursuant to Section 4.13 plus any net investment income
with respect to the Principal Funding Account plus the Floating Allocation
Percentage of net investment income on the Collection Account (to the
extent provided in Section 4.1(b) of the Agreement) plus the Floating
Allocation Percentage of net investment income on the Special Funding
Account to the extent provided in Section 4.2(c) of the Agreement
(collectively, the "Available Yield Funds") all in the manner set forth in
Sections 4.9(a) through 4.9(i) below and (B) an amount equal to the sum of
the remaining funds on deposit in the Collection Account with respect to
such Distribution Date including any Available Yield Funds remaining after
the application described in Sections (a) through (j) below, the Fixed
Allocation Percentage of Principal Collections, Excess Principal
Collections, if any, from other Series allocable to the Series 2000-1
Certificates pursuant to Section 4.12 and the Transferor Percentage of
Principal Collections allocable to the Series 2000-1 Certificates pursuant
to Section 4.13 (collectively the "Available Principal Funds") in the
manner set forth in Section 4.9(j) of this Agreement.
(a) Class A Monthly Interest. On each Distribution
Date, the Trustee, acting in accordance with instructions from the
Servicer, shall withdraw from the Collection Account and distribute to the
Class A Certificateholders to the extent of any Available Yield Funds, an
amount equal to Class A Monthly Interest for such Distribution Date, plus
the amount of any Class A Monthly Interest previously due but not paid to
the Class A Certificateholders on a prior Distribution Date, plus any
additional interest at the Class A Certificate Rate with respect to
interest amounts that were due but not paid on a prior Distribution Date.
(b) Class B Monthly Interest. On each Distribution
Date, the Trustee, acting in accordance with instructions from the
Servicer, shall withdraw from the Collection Account and shall distribute
to the Class B Certificateholders to the extent of any Available Yield
Funds after giving effect to the withdrawal pursuant to Section 4.9(a), an
amount equal to Class B Monthly Interest for such Distribution Date plus
the amount of any Class B Monthly Interest previously due but not paid to
the Class B Certificateholders on a prior Distribution Date, plus any
additional interest at the Class B Certificate Rate with respect to
interest amounts that were due but not paid on a prior Distribution Date.
(c) Class C Monthly Interest. On each Distribution
Date, the Trustee, acting in accordance with instructions from the
Servicer, shall withdraw from the Collection Account and shall distribute
to the Class C Certificateholders to the extent of any Available Yield
Funds after giving effect to the withdrawals pursuant to Sections 4.9(a)
and (b), an amount equal to Class C Monthly Interest for such Distribution
Date plus the amount of any Class C Monthly Interest previously due but not
paid to the Class C Certificateholders on a prior Distribution Date, plus
any additional interest at the Class C Certificate Rate with respect to
interest amounts that were due but not paid on a prior Distribution Date.
(d) Investor Monthly Servicing Fee. On each
Distribution Date, the Trustee, acting in accordance with instructions from
the Servicer, shall withdraw from the Collection Account, to the extent of
the remaining Available Yield Funds after giving effect to the withdrawals
pursuant to Sections 4.9(a), (b) and (c), an amount equal to the Investor
Monthly Servicing Fee for such Distribution Date plus any Investor Monthly
Servicing Fee due with respect to any prior Collection Periods but not
distributed to the Servicer, and distribute such amount to the Servicer
(unless such amounts shall have been previously netted against deposits to
the Collection Account).
(e) Investor Default Amount. On each Distribution
Date, the Trustee, acting in accordance with instructions from the
Servicer, shall set aside and retain in the Collection Account, to the
extent of the remaining Available Yield Funds after giving effect to
Sections 4.9(a), (b), (c) and (d), an amount equal to the aggregate
Investor Default Amount for such Distribution Date which amount shall be
deemed to be Principal Collections and treated as Excess Principal
Collections with respect to Distribution Dates with respect to the
Revolving Period, and thereafter will be set aside and retained in the
Collection Account first as a part of Class A Monthly Principal and then as
a part of Class B Monthly Principal during any Accumulation Period or any
Early Amortization Period and applied in accordance with Section 4.9(j) or,
if applicable, will be set aside and retained in the Collection Account and
be applied as part of Class C Monthly Principal as provided in Section
4.9(j).
(f) Reimbursement of Class A Investor Charge-Offs. On
each Distribution Date, the Trustee, acting in accordance with instructions
of the Servicer, shall set aside and retain in the Collection Account, to
the extent of the remaining Available Yield Funds after giving effect to
the withdrawals pursuant to Sections 4.9(a), (b), (c), (d) and (e), an
amount equal to reimbursements of unreimbursed Class A Investor
Charge-Offs, if any, which amount shall be set aside and retained in the
Collection Account as a part of Class A Monthly Principal during any Early
Amortization Period or Accumulation Period and applied in accordance with
Section 4.9(j).
(g) Reimbursement of Class B Investor Charge-Offs. On
each Distribution Date, the Trustee, acting in accordance with instructions
of the Servicer, shall set aside and retain in the Collection Account, to
the extent of the remaining Available Yield Funds after giving effect to
the withdrawals pursuant to Sections 4.9(a), (b), (c), (d), (e) and (f), an
amount equal to reimbursements of unreimbursed Class B Investor
Charge-Offs, if any, which amount shall be deemed to be Principal
Collections and treated as Excess Principal Collections with respect to
Distribution Dates with respect to the Revolving Period, and thereafter
will be set aside and retained in the Collection Account as a part of Class
B Monthly Principal during any Early Amortization Period or Accumulation
Period and applied in accordance with Section 4.9(j).
(h) Reimbursement of Class C Investor Charge-Offs. On
each Distribution Date, the Trustee, acting in accordance with instructions
from the Servicer, shall set aside and retain in the Collection Account to
the extent of the remaining Available Yield Funds after giving effect to
Sections 4.9(a), (b), (c), (d), (e), (f) and (g), an amount equal to
unreimbursed Class C Investor Charge-Offs, if any, which amount shall be
deemed to be Principal Collections and treated as Excess Principal
Collections with respect to Distribution Dates with respect to the
Revolving Period and thereafter will be set aside and retained in the
Collection Account first as a part of Class A Monthly Principal and then as
a part of Class B Monthly Principal during any Accumulation Period or any
Early Amortization Period and applied in accordance with Section 4.9(j) or,
if applicable, will be set aside and retained in the Collection Account and
be applied as part of Class C Monthly Principal as provided in Section
4.9(j).
(i) Excess Yield Collections. On each Distribution
Date during the Revolving Period, the Trustee, acting in accordance with
instructions from the Servicer, shall withdraw from the Collection Account
and distribute to the Transferor to the extent available, remaining
Available Yield Funds after giving effect to Sections 4.9(a) through (h)
above.
(j) Principal. (A) For each Distribution Date during
the Revolving Period, the Available Principal Funds will be treated as
Excess Principal Collections and applied as provided in Section 4.1(f) of
the Agreement.
(B) For each Distribution Date during the applicable
Accumulation Period or any Early Amortization Period and thereafter, the
Available Principal Funds will be allocated in the following priority:
(i) an amount equal to the Controlled
Deposit Amount for the Class A Expected Final Payment Date or any
Distribution Date during the Controlled Accumulation Period, or an
amount up to Class A Monthly Principal, plus any remaining
Available Principal Funds for any Distribution Date during an Early
Amortization Period (not to exceed the Class A Adjusted Invested
Amount), will, during the Controlled Accumulation Period, be
deposited into the Principal Funding Account and will, during any
Early Amortization Period, be allocated to the Class A
Certificateholders and distributed pursuant to Section 4.10(a)(v);
(ii) an amount equal to Class B Monthly
Principal for such Distribution Date, plus any remaining Available
Principal Funds (not to exceed the Class B Adjusted Invested
Amount), will, during the Rapid Accumulation Period, be deposited
into the Principal Funding Account and will, during any Early
Amortization Period, be allocated to the Class B Certificateholders
and distributed pursuant to Section 4.10(a)(vi);
(iii) an amount equal to Class C
Monthly Principal for such Distribution Date on or after the
Offered Certificates have been paid in full, plus any remaining
Available Principal Funds, will be distributed pursuant to Section
4.10(a)(vii); and
(iv) an amount equal to the balance of
any remaining Available Principal Funds will be treated as Excess
Principal Collections and applied as provided in Section 4.1(f) of
the Agreement.
SECTION 4.10. Distributions to Certificateholders.
(a) The Servicer shall make or shall cause the
Trustee to make the following distributions to the Paying Agent (for
distribution to the Series 2000-1 Certificateholders in accordance with
Section 5.1) at the following times from the Collection Account and the
Principal Funding Account:
(i) on each Distribution Date,
including the Class A Expected Final Payment Date, the amounts on
deposit in the Collection Account described in Section 4.9(a)
(other than any investment earnings thereon) shall be distributed
for payment to the Class A Certificateholders;
(ii) on each Distribution Date,
including the Class B Expected Final Payment Date, the amounts on
deposit in the Collection Account described in Section 4.9(b)
(other than any investment earnings thereon) shall be distributed
for payment to the Class B Certificateholders;
(iii) on the Class A Expected Final
Payment Date, all amounts on deposit in the Principal Funding
Account, up to a maximum amount on such date equal to the Class A
Invested Amount on such date, shall be distributed for payment to
the Class A Certificateholders;
(iv) on the Class B Expected Final
Payment Date, all amounts on deposit in the Principal Funding
Account, up to a maximum amount on such date equal to the Class B
Invested Amount on such date, shall be distributed for payment to
the Class B Certificateholders;
(v) if the Class A Invested Amount is
not paid in full on the Class A Expected Final Payment Date or if
an Early Amortization Event has otherwise occurred, on each
Distribution Date thereafter until the Class A Certificateholders
have been paid in full, the amount on deposit in the Collection
Account constituting Available Principal Funds, up to a maximum
amount on such date equal to the Class A Invested Amount on such
date, shall be distributed for payment to the Class A
Certificateholders;
(vi) if the Class B Invested Amount is
not paid in full on the Class B Expected Final Payment Date or if
an Early Amortization Event has otherwise occurred, on each
Distribution Date thereafter until the Class B Certificateholders
have been paid in full, the amount on deposit in the Collection
Account constituting Available Principal Funds, up to a maximum
amount on such date equal to the Class B Invested Amount on such
date, shall be distributed for payment to the Class B
Certificateholders; and
(vii) on each Distribution Date on and
after the Offered Certificates have been paid in full, all amounts
on deposit in the Collection Account constituting Available
Principal Funds, up to a maximum amount on any such date equal to
the Class C Invested Amount on such date, shall be distributed for
payment to the Class C Certificateholders.
(b) The distributions to be made pursuant to this
Section 4.10 and Section 4.9 are subject to the provisions of Sections 9.2,
10.1, 12.1 and 12.2 of the Agreement and Section 4 of this Supplement.
SECTION 4.11. Investor Charge-Offs. If, on any Distribution
Date, the Available Yield Funds on deposit in the Collection Account
remaining after the withdrawals and retention required pursuant to Sections
4.9(a), (b), (c), (d), (e), (f) and (g) is less than the Investor Default
Amount for such Distribution Date, the Class C Invested Amount will be
reduced by the amount by which such Investor Default Amount exceeds such
remaining Available Yield Funds (a "Class C Investor Charge-Off").
(a) In the event that any such reduction of the Class
C Invested Amount would cause the Class C Invested Amount to be a negative
number, the Class C Invested Amount will be reduced to zero, and the Class
B Invested Amount will be reduced by the amount by which the Class C
Invested Amount would have been reduced below zero, but not more than the
Investor Default Amount for such Distribution Date (a "Class B Investor
Charge-Off"). To the extent that on any subsequent Distribution Date there
remains any Available Yield Funds on deposit in the Collection Account
after giving effect to Sections 4.9(a), (b), (c), (d), (e) and (f), the
Servicer will apply such remaining Available Yield Funds as provided in
Section 4.9(g) to reimburse the aggregate amount of Class B Investor
Charge-Offs not previously reimbursed, up to the amount so available.
(b) In the event that any such reduction of the Class
B Invested Amount would cause the Class B Invested Amount to be a negative
number, the Class B Invested Amount will be reduced to zero, and the Class
A Invested Amount will be reduced by the amount by which the Class B
Invested Amount would have been reduced below zero, but not more than the
Investor Default Amount for such Distribution Date (a "Class A Investor
Charge-Off"). To the extent that on any subsequent Distribution Date there
remains any Available Yield Funds on deposit in the Collection Account
after giving effect to Sections 4.9(a), (b), (c), (d) and (e), the Servicer
will apply such remaining Available Yield Funds as provided in Section
4.9(f) to reimburse the aggregate amount of Class A Investor Charge-Offs
not previously reimbursed, up to the amount so available.
(c) To the extent that on any subsequent Distribution
Date there remains any Available Yield Funds on deposit in the Collection
Account after giving effect to Sections 4.9(a), (b), (c), (d), (e), (f) and
(g), the Servicer will apply such remaining Available Yield Funds as
provided in Section 4.9(h) to reimburse the aggregate amount of Class C
Investor Charge-Offs not previously reimbursed, up to the amount so
available.
SECTION 4.12. Excess Principal Collections. Excess Principal
Collections allocated to the Series 2000-1 Certificates for any
Distribution Date pursuant to Section 4.1(f)(a), and available for
distribution to the Certificateholders pursuant to Section 4.9(j)(B), shall
mean an amount equal to the product of (x) Excess Principal Collections for
all series for such Distribution Date and (y) a fraction, the numerator of
which is the Series 2000-1 Principal Shortfall for such Distribution Date
and the denominator of which is the aggregate amount of Principal
Shortfalls for all series for such Distribution Date. For any Distribution
Date during the Revolving Period, Excess Principal Collections from another
series allocated to the Series 2000-1 Certificates shall be zero.
SECTION 4.13. Transferor Percentage of Principal
Collections. For any Distribution Date during any Accumulation Period or
Early Amortization Period, the Transferor Percentage of Principal
Collections allocated to the Series 2000-1 Certificates, and available for
distribution to Certificateholders pursuant to Section 4.9(j)(B), shall
mean an amount equal to the product of (x) the Transferor Percentage of
Principal Collections for all series for such Distribution Date (after
giving effect to Section 4.14) and (y) a fraction, the numerator of which
is the Series 2000-1 Principal Shortfall for such Distribution Date and the
denominator of which is the aggregate amount of Principal Shortfalls for
all Series for such Distribution Date. Except as provided in Section 4.14,
for any Distribution Date with respect to the Revolving Period, the
Transferor Percentage of Principal Collections allocated to the Series
2000-1 Certificates shall be zero.
SECTION 4.14. Subordination of Transferor Interest In
Certain Circumstances. (a) In the event that, on any Determination Date, a
Transferor Subordination Event (as defined below) shall have occurred and
be continuing, then the Transferor's right to the Transferor Percentage of
Principal Collections received during the related Collection Period shall
be subordinated to the extent of the applicable Available Subordinated
Amount. The amount of the Transferor Percentage of Principal Collections
equal to the Available Subordinated Amount allocable to the Series 2000-1
Certificates and the certificates of any other Series shall be included in
Available Yield Funds and applied as such pursuant to Section 4.9(a)-(i)
and the remaining amount of the Transferor Percentage of Principal
Collections shall then be applied as provided in Section 4.13.
(b) In the event that on any subsequent Determination Date
such Transferor Subordination Event shall no longer be continuing, provided
that no Early Amortization Event shall have occurred, the right of the
Transferor to receive the Transferor Percentage of Principal Collections
during the related Collection Period shall no longer be subordinated, and
the Available Subordinated Amount shall be deemed to be zero again;
provided that the Transferor's right to receive the Transferor Percentage
of Principal Collections shall remain subject to Section 4.13.
In the case of the event described in clause (d)(i) below,
the Available Subordinated Amount will be equal to 1% of the Class A
Adjusted Invested Amount and the Class B Adjusted Invested Amount as of the
last day of such Collection Period.
In the case of any event described in clause (d)(ii),
(d)(iii) or (d)(viii) below, the Available Subordinated Amount will be
equal to the dollar amount by which the aggregate balance of such
Receivables exceeds the specified percentage therein.
In the case of the event described in clause (d)(iv) below,
the Available Subordinated Amount will be equal to the dollar amount by
which such sum exceeds the specified percentage therein.
In the case of the event described in clause (d)(v) below,
the Available Subordinated Amount will be adjusted each Collection Period
thereafter by the aggregate amount of Receivables in those New Accounts
included in the Trust which caused such percentage to exceed the specified
percentages therein, or alternatively, will not be so adjusted in the event
the Transferor provides to the Trustee a letter from each of the Rating
Agencies then providing a rating for any Class of Offered Certificates at
the Transferor's request that such event will not result in a downgrade or
withdrawal of the then current ratings assigned by each of them to any
Class of Offered Certificates.
In the case of the event described in clause (d)(vi) or
(d)(vii) below, the Available Subordinated Amount will be increased by the
aggregate amount of Receivables in New Accounts and Dealer Replacement
Accounts, or alternatively, will not be so adjusted in the event the
Transferor provides to the Trustee a letter from each of the Rating
Agencies then providing a rating for any Class of Offered Certificates at
the Transferor's request that such event will not result in a downgrade or
withdrawal of the then current ratings assigned by each of them to any
Class of Offered Certificates.
Should any increase in the Available Subordinated Amount
resulting from the occurrence of an event described in clauses
(d)(ii)-(d)(viii) below cause the Transferor Amount as a percentage of the
Trust Principal Component to be less than the Minimum Transferor
Percentage, then the Transferor shall deposit funds in an amount equal to
such deficiency to the Collection Account. Any such deposit by the
Transferor shall be treated as a Collection and allocated in respect of
Yield Collections and Principal Collections as specified in this Article
IV. Unless otherwise indicated, the "Available Subordinated Amount" at any
time shall be the sum of all Available Subordinated Amounts described below
at such time.
(c) The Available Subordinated Amount shall be reduced on
any Distribution Date by the amount of the Transferor Percentage of
Principal Collections which are applied as Available Yield Funds and shall
be reinstated (up to the required Available Subordinated Amount) by the
amount of the Available Yield Funds distributed to the Transferor as
provided in Section 4.9(i).
(d) A "Transferor Subordination Event" with respect to the
Offered Certificates shall mean the occurrence of any of the following
events at any time:
(i) the average payment rate determined
by dividing the aggregate amount of Collections for each Collection
Period by the beginning Pool Balance for each such Collection
Period, averaged for any three consecutive Collection Periods, is
less than (x) with respect to the Collection Periods included in
the period from each November through the next succeeding April,
10% and (y) with respect to the Collection Periods included in the
period from each May through the next succeeding October, 13%;
(ii) as of the last day of any
Collection Period, the average aggregate balance of Receivables
with respect to Products constituting all-terrain vehicles, for the
three consecutive Collection Periods immediately preceding such
date calculated as a percentage of the Pool Balance, exceeds 36%;
(iii) as of the last day of any
Collection Period, the aggregate balance of Receivables with
respect to all Products other than motorcycles/scooters, water
vehicles, all-terrain vehicles, outboards and snowmobiles,
calculated as a percentage of the Pool Balance, exceeds 10%;
(iv) the sum of (x) the aggregate
amount of all dealer "holdbacks" with respect to Products for which
there has been no retail sale by the Dealer, plus (y) the aggregate
amount of all discounts available to Dealers pursuant to sales
programs on Products owed by Yamaha to the Dealers, exceeds 5% of
the Pool Balance;
(v) either (x) on an annual basis, the
percentage derived by dividing the number of New Accounts added to
the Trust during any fiscal year of the Transferor by the number of
Accounts in the Trust at the beginning of such year exceeds 8% or
(y) on a quarterly basis, the percentage derived by dividing the
number of New Accounts added to the Trust during such calendar
quarter by the number of Accounts in the Trust at the beginning of
such calendar quarter exceeds 5%;
(vi) the annualized rate (averaged for
a period of three consecutive Collection Periods) of (x) Defaulted
Receivables minus recoveries plus the repossession value of all
Products repossessed during each such Collection Period to (y) the
beginning Pool Balance for the related Collection Period exceeds
7.5%;
(vii) either (x) on an annual basis,
the percentage derived by dividing the number of New Accounts and
Dealer Replacement Accounts added to the Trust during any fiscal
year of the Transferor by the number of Accounts in the Trust at
the beginning of such year exceeds 15% or (y) on a quarterly basis,
the percentage derived by dividing the number of New Accounts and
Dealer Replacement Accounts added to the Trust during such calendar
quarter by the number of Accounts in the Trust at the beginning of
such calendar quarter exceeds 5%; and
(viii) as of the last day of any
Collection Period prior to the repayment in full [of the Series
1995-1 Asset-Backed Certificates] and the Series 1998-1
Asset-Backed Certificates, the aggregate balance of Receivables due
from a single Dealer, as a percentage of the Pool Balance, exceeds
1%.
[END OF ARTICLE IV]
SECTION 10. Article V of the Agreement. Article V of the
Agreement shall read in its entirety as follows:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO
CERTIFICATEHOLDERS
SECTION 5.1. Distributions.
(a) On each Distribution Date, the Paying Agent shall
distribute to each Class A Certificateholder of record as of the preceding
Record Date (other than as provided in Section 12.2 respecting a final
distribution) such Class A Certificateholder's pro rata share (based on the
aggregate Undivided Interests represented by Class A Certificates held by
such Class A Certificateholder) of the amounts on deposit in the Collection
Account pursuant to Section 4.10.
(b) On each Distribution Date, the Paying Agent shall
distribute to each Class B Certificateholder of record as of the preceding
Record Date (other than as provided in Section 12.2 respecting a final
distribution) such Class B Certificateholder's pro rata share (based on the
aggregate Undivided Interests represented by Class B Certificates held by
such Class B Certificateholder) of the amounts on deposit in the Collection
Account pursuant to Section 4.10.
(c) On the Class A Expected Final Payment Date, the
Paying Agent shall distribute to each Class A Certificateholder of record
as of the preceding Record Date (other than as provided in Section 12.2
respecting a final distribution) such Class A Certificateholder's pro rata
share (based on the aggregate Undivided Interests represented by Class A
Certificates held by such Class A Certificateholder) of the amounts on
deposit in the Principal Funding Account as are payable to the Class A
Certificateholders pursuant to Section 4.10.
(d) On the Class B Expected Final Payment Date, the
Paying Agent shall distribute to each Class B Certificateholder of record
as of the preceding Record Date (other than as provided in Section 12.2
respecting a final distribution) such Class B Certificateholder's pro rata
share (based on the aggregate Undivided Interests represented by Class B
Certificates held by such Class B Certificateholder) of the amounts on
deposit in the Principal Funding Account as are payable to the Class B
Certificateholders pursuant to Section 4.10.
(e) On each Distribution Date, the Paying Agent shall
distribute to each Class C Certificateholder of record as of the preceding
Record Date (other than as provided in Section 12.2 respecting a final
distribution) such Class C Certificateholder's pro rata share (based on the
aggregate Undivided Interests represented by Class C Certificates held by
such Class C Certificateholder) of Class C Monthly Interest and unpaid
Class C Monthly Interest to the extent available from Yield Collections
pursuant to Section 4.9(c).
(f) On and after the date on which the Class A
Certificateholders and the Class B Certificateholders have been paid in
full, the Paying Agent shall distribute to each Class C Certificateholder
of record as of the preceding Record Date (other than as provided in
Section 12.2 respecting a final distribution) such Class C
Certificateholder's pro rata share (based on the aggregate Undivided
Interests represented by Class C Certificates held by such Class C
Certificateholder) of the amounts on deposit in the Collection Account as
are payable to the Class C Certificateholders pursuant to Section 4.10.
(g) Except as provided in Section 12.2 with respect
to a final distribution, distributions to Certificateholders hereunder
shall be made by check mailed to each such Certificateholder at such
Certificateholder's address appearing in the Certificate Register without
presentation or surrender of any such Certificate or the making of any
notation thereon; provided, however, that with respect to such Certificates
registered in the name of a Clearing Agency, such distributions shall be
made to such Clearing Agency in immediately available funds.
SECTION 5.2. Statements to Certificateholders. On each
Distribution Date, the Paying Agent, on behalf of the Trustee, shall
forward to each Certificateholder a statement prepared by the Servicer
setting forth certain information relating to the Trust and the
Certificates.
On or before January 31 of each calendar year, beginning
with calendar year 2000, the Paying Agent, on behalf of the Trustee, shall
furnish or cause to be furnished to each Person who at any time during the
preceding calendar year was a Certificateholder of Series 2000-1, a
statement prepared by the Servicer containing the information which is
required to be contained in the statement to the Certificateholders,
aggregated for such calendar year or the applicable portion thereof during
which such Person was a Certificateholder of such Series, together with
other information as is required to be provided by an issuer of
indebtedness under the Internal Revenue Code and such other customary
information as is necessary to enable the Certificateholders of such Series
to prepare their tax returns. Such obligation of the Servicer shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Paying Agent pursuant to any
requirements of the Internal Revenue Code as from time to time in effect.
[END OF ARTICLE V]
SECTION 11. Early Amortization Events. If any one of the
events specified in Section 9.1 of the Agreement (after any grace periods
or consents applicable thereto) or any one of the following events shall
occur during either the Revolving Period or any Accumulation Period with
respect to the Series 2000-1 Certificates:
(i) there will have been three (3)
consecutive Distribution Dates on which the Class C Invested Amount
is less than the Initial Class C Invested Amount;
(ii) on any Determination Date, the
Class C Invested Amount as of the last day of the prior Collection
Period is less than 8.25% of the Initial Invested Amount;
(iii) the average payment rate
determined by dividing the aggregate amount of Collections for each
Collection Period by the beginning Pool Balance for each such
period, averaged for any three consecutive Collection Periods,
shall be less than (y) with respect to the Collection Periods
included in the period from each November through the next
succeeding April, 10% and (z) with respect to the Collection
Periods included in the period from each May through the next
succeeding October, 13%; provided that this clause (iii) may be
amended without the consent of any Certificateholder but with the
consent of the Transferor and the Rating Agencies;
(iv) the annualized rate (averaged for
a period of any three consecutive Collection Periods) of (x)
Defaulted Receivables minus recoveries plus the repossession value
of all Products repossessed during each such Collection Period to
(y) the beginning Pool Balance for such Collection Period exceeds
10%; provided that this clause (v) shall not constitute an Early
Amortization Event if, upon the occurrence of such event, the
Available Subordinated Amount is increased by an amount equal to 1%
of the sum of the Class A Adjusted Invested Amount and the Class B
Adjusted Invested Amount (to the extent such increase does not
result in the Transferor Amount as a percentage of the Trust
Principal Component, to fall below the Minimum Transferor
Percentage), in which case an Early Amortization Event under this
clause (iv) shall not occur until such time as such annualized rate
equals or exceeds 11%; provided, further, that this clause (iv) may
be amended without the consent of any Certificateholder but with
the consent of the Transferor and the Rating Agencies;
(v) on any Determination Date, the
Transferor Amount, as of the last day of the prior Collection
Period, shall be less than 12% of the Trust Principal Component and
the annualized rate (averaged for a period of any two consecutive
Collection Periods) determined by dividing (x) the amount of
Collections of Receivables comprised of interest, fees and service
charges collected from Dealers in the related Collection Period by
(y) the Pool Balance at the beginning of the related Collection
Period shall be less than 6%; or
(vi) the Trustee shall have made a
withdrawal from the Servicer Cash Collateral Account pursuant to
Section 4.7(b) and the Servicer shall have failed to remit
Collections to the Collection Account in the amount of such
withdrawal by the fifth Business Day after the Distribution Date
for such Collection Period;
then, in the case of any event specified in Section 9.1 of the Agreement,
an Early Amortization Event with respect to all Series of Certificates then
outstanding shall occur without any notice or other action on the part of
the Trustee or all Investor Certificateholders immediately upon the
occurrence of such event, and, in the case of any event described in
clauses (i)-(vi), an Early Amortization Event with respect to only the
Series 2000-1 Certificates shall occur without any notice or other action
on the part of the Trustee or the Certificateholders or all Investor
Certificateholders, as appropriate, immediately upon the occurrence of such
event.
SECTION 12. Series-Specific Transferor Covenants. The
Transferor hereby covenants and agrees, for so long as the Series 2000-1
Certificates remain outstanding and Moody's shall be a Rating Agency, as
follows:
(a) the Transferor shall not assume or guarantee the
liabilities of any other entity;
(b) the Transferor shall observe all corporate
formalities in connection with all dealings between itself and its
affiliates;
(c) the Transferor shall pay its own liabilities and
expenses with its own funds, and not those of its parent; and
(d) the Transferor shall only cause certificates to
be issued by other trusts which may be formed by it and shall only issue
indebtedness secured or collateralized by accounts receivable if Moody's
shall have confirmed in writing that any such issuance will not result in a
downgrade or withdrawal of Moody's rating on any outstanding certificates
issued by trusts formed by the Transferor or outstanding indebtedness of
the Transferor secured or collateralized by accounts receivable.
SECTION 13. Ratification of Master Pooling and Servicing
Agreement. As supplemented by this Series Supplement, the Agreement is in
all respects ratified and confirmed and the Agreement as so supplemented by
this Series Supplement shall be read, taken and construed as one and the
same instrument.
SECTION 14. Counterparts. This Series Supplement may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all of such counterparts shall together
constitute but one and the same instrument.
SECTION 15. Governing Law. This Series Supplement shall be
construed in accordance with the laws of the State of New York, without
reference to its conflict of law provisions, and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance
with such laws.
IN WITNESS WHEREOF, the Transferor, the Servicer and the
Trustee have caused this Series 2000-1 Supplement to be duly executed by
their respective officers thereunto duly authorized as of the day and year
first above written.
YAMAHA MOTOR RECEIVABLES
CORPORATION, as Transferor
By:_______________________________
Name:
Title:
YAMAHA MOTOR CORPORATION,
U.S.A., as Servicer
By:_______________________________
Name:
Title:
THE CHASE MANHATTAN BANK,
as Trustee and Paying Agent
By:_______________________________
Name:
Title:
