EXHIBIT 4.2
SERIES 1997-1 SUPPLEMENT
Dated as of _______, 1997
to
POOLING AND SERVICING AGREEMENT
Dated as of _______, 1997
$_______________
among
PARTNERS FIRST RECEIVABLES FUNDING CORPORATION
Transferor
PARTNERS FIRST NATIONAL BANK
Servicer
and
THE BANK OF NEW YORK
Trustee
on behalf of the Series 1997-1 Certificateholders
_______________________________
PARTNERS FIRST CREDIT CARD MASTER TRUST
Series 1997-1
______________________________
TABLE OF CONTENTS
ARTICLE I
Creation of the Series 1997-1 Certificates
Section 1.1. Designation . . . . . . . . . . . . . . . 1
ARTICLE II
Definitions
Section 2.1. Definitions . . . . . . . . . . . . . . . 2
ARTICLE III
Servicing Fee and Interchange
Section 3.1. Servicing Compensation; Interchange . . . 18
ARTICLE IV
Rights of Series 1997-1 Certificateholders and
Allocation and Application of Collections
Section 4.1. Collections and Allocations . . . . . . . 20
Section 4.2. Determination of Monthly Interest . . . . 22
Section 4.3. Principal Funding Account; Controlled
Accumulation Period . . . . . . . . . . . 24
Section 4.4. Required Amount . . . . . . . . . . . . . 26
Section 4.5. Application of Class A Available Funds,
Class B Available Funds, Collateral
Available Funds and Available Principal
Collections . . . . . . . . . . . . . . . 27
Section 4.6. Defaulted Amounts; Investor Charge-Offs . 29
Section 4.7. Excess Spread; Excess Finance Charge
Collections . . . . . . . . . . . . . . . 31
Section 4.8. Reallocated Principal Collections . . . . 33
Section 4.9. Excess Finance Charge Collections . . . . 33
Section 4.10. Reallocated Investor Finance Charge
Collections . . . . . . . . . . . . . . . 34
Section 4.11. Shared Principal Collections . . . . . . 35
Section 4.12. Reserve Account . . . . . . . . . . . . . 35
Section 4.13. Determination of LIBOR . . . . . . . . . 37
Section 4.14. Investment Instructions . . . . . . . . . 38
Section 4.15. Yield Supplement Account . . . . . . . . 38
Section 4.16. Cash Collateral Account . . . . . . . . . 39
ARTICLE V
Distributions and Reports to
Series 1997-1 Certificateholders
Section 5.1. Distributions . . . . . . . . . . . . . . 41
Section 5.2. Reports and Statements to Series 1997-1
Certificateholders . . . . . . . . . . . 42
ARTICLE VI
Pay Out Events
Section 6.1. Pay Out Events . . . . . . . . . . . . . . 43
ARTICLE VII
Optional Repurchase; Series Termination
Section 7.1. Optional Repurchase . . . . . . . . . . . 44
Section 7.2. Series Termination . . . . . . . . . . . . 44
ARTICLE VIII
Final Distributions
Section 8.1. Sale of Receivables or
Certificateholders' Interest pursuant to
Section 2.6 or 10.1 of the Agreement and
Section 7.1 or 7.2 of this Supplement . . 45
Section 8.2. Distribution of Proceeds of Sale,
Disposition or Liquidation of
the Receivables pursuant to Section 9.1 of
the Agreement . . . . . . . . . . . . . . 46
ARTICLE IX
Miscellaneous Provisions
Section 9.1. Ratification of Agreement . . . . . . . . 48
Section 9.2. Counterparts . . . . . . . . . . . . . . . 48
Section 9.3. Governing Law . . . . . . . . . . . . . . 48
EXHIBITS
EXHIBIT A-1 - Form of Class A Certificate
EXHIBIT A-2 - Form of Class B Certificate
EXHIBIT B - Form of Monthly Payment Instructions and
Notification to the Trustee
EXHIBIT C - Form of Monthly Series 1997-1
Certificateholders' Statement
EXHIBIT D - Form of Servicer's Certificate
SERIES 1997-1 SUPPLEMENT, dated as of _______, 1997
(the "Supplement"), between PARTNERS FIRST RECEIVABLES
FUNDING CORPORATION, a Delaware corporation, as
Transferor, PARTNERS FIRST NATIONAL BANK, as Servicer,
and THE BANK OF NEW YORK, a national banking
association incorporated under the laws of the United
States, not in its individual capacity, but solely as
Trustee.
Pursuant to the Pooling and Servicing Agreement dated
as of _______, 1997 (as amended and supplemented, the
"Agreement"), among the Transferor, the Servicer and the Trustee,
the Transferor has created the Partners First Credit Card Master
Trust (the "Trust"). Section 6.3 of the Agreement provides that
the Transferor may from time to time direct the Trustee to
authenticate one or more new Series of Investor Certificates
representing fractional undivided interests in the Trust. The
Principal Terms of any new Series are to be set forth in a
Supplement to the Agreement.
Pursuant to this Supplement, the Transferor and the
Trustee shall create a new Series of Investor Certificates and
specify the Principal Terms thereof.
ARTICLE I
Creation of the Series 1997-1 Certificates
Section 1.1. Designation.
(a) There is hereby created a Series of Investor
Certificates to be issued pursuant to the Agreement and this
Supplement to be known as "Partners First Credit Card Master
Trust, Series 1997-1." The Series 1997-1 Certificates shall be
issued in two Classes, the first of which shall be known as the
"Class A Series 1997-1 Floating Rate Asset Backed Certificates"
and the second of which shall be known as the "Class B Series
1997-1 Floating Rate Asset Backed Certificates." In addition,
there is hereby created a third Class of uncertificated interests
in the Trust which, except as expressly provided herein, shall be
deemed to be "Investor Certificates" for all purposes under the
Agreement and this Supplement (other than for purposes of the
definition of the term "Tax Opinion" in Section 1.1 of the
Agreement) and which shall be known as the "Collateral Interest,
Series 1997-1." The Collateral Interest shall be considered a
Class of Series 1997-1 for all purposes of the Agreement and this
Supplement, including for purposes of voting concerning the
liquidation of the Trust pursuant to Section 9.1 of the
Agreement. The Collateral Interest Holder shall be deemed to be
the Series Enhancer for all purposes under the Agreement and this
Supplement.
(b) Series 1997-1 shall be included in Group I and
shall be a Principal Sharing Series. Series 1997-1 shall be an
Excess Allocation Series. Series 1997-1 shall not be
subordinated to any other Series. Notwithstanding any provision
in the Agreement or in this Supplement to the contrary, the first
Distribution Date with respect to Series 1997-1 shall be the
________________ Distribution Date and the first Monthly Period
shall begin on and include _______, 1997 and end on and include
____________, 1997.
(c) Notwithstanding the foregoing, except as expressly
provided herein, (i) the provisions of Article VI and Article XII
of the Agreement relating to the registration, authentication,
delivery, presentation, cancellation and surrender of Registered
Certificates shall not be applicable to the Collateral Interest,
(ii) the Opinion of Counsel specified in clause (d) of the
definition of Tax Opinion Section shall not be required pursuant
to Section 6.3(b)(vi) of the Agreement with respect to the
Collateral Interest and (iii) the Tax Opinion required pursuant
to Section 6.3(b)(vi) of the Agreement shall address the effect
of the issuance of the Collateral Interest but parts (a) and (c)
of any such Tax Opinion shall not address, or be required to
address, any tax consequences that shall result to any Collateral
Interest Holder.
ARTICLE II
Definitions
Section 2.1. Definitions.
(a) Whenever used in this Supplement, the following
words and phrases shall have the following meanings, and the
definitions of such terms are applicable to the singular as well
as the plural forms of such terms and the masculine as well as
the feminine and neuter genders of such terms.
"Additional Interest" means, with respect to any
Distribution Date, the Class A Additional Interest and the Class
B Additional Interest for such Distribution Date.
"Adjusted Invested Amount" shall mean, with respect to
any date of determination, an amount equal to the Invested Amount
less the Principal Funding Account Balance on such date of
determination.
"Available Cash Collateral Amount" shall mean, with
respect to any Distribution Date, the lesser of (a) the amount on
deposit in the Cash Collateral Account (before giving effect to
any deposit to, or withdrawal from, the Cash Collateral Account
on such Distribution Date) and (b) the Required Cash Collateral
Amount.
"Available Enhancement Amount" shall mean, with respect
to any Distribution Date, the lesser of (a) the sum of the
Collateral Invested Amount and the Available Cash Collateral
Amount and (b) the Required Enhancement Amount.
"Available Principal Collections" shall mean, with
respect to any Monthly Period, an amount equal to the sum of
(a) (i) an amount equal to the Principal Allocation Percentage of
Series 1997-1 Allocable Principal Collections received during
such Monthly Period minus (ii) the amount of Reallocated
Principal Collections with respect to such Monthly Period which
pursuant to subsection 4.8(a) or (b) are required to fund the
Required Amount for the related Distribution Date, (b) any Shared
Principal Collections with respect to other Series that are
allocated to Series 1997-1 in accordance with Section 4.4 of the
Agreement and Section 4.11 hereof, and (c) any other amounts
which pursuant to Section 4.5 or 4.7 hereof are to be treated as
Available Principal Collections with respect to the related
Distribution Date.
"Available Reserve Account Amount" shall mean, with
respect to any Distribution Date, the lesser of (a) the amount on
deposit in the Reserve Account on such date (before giving effect
to any deposit to be made to the Reserve Account on such date)
and (b) the Required Reserve Account Amount.
"Base Rate" shall mean, with respect to any Monthly
Period, the annualized percentage equivalent of a fraction, the
numerator of which is equal to the sum of the Class A Monthly
Interest, the Class B Monthly Interest, Collateral Monthly
Interest and the Monthly Servicing Fee with respect to the
related Distribution Date and the denominator of which is the
Invested Amount as of the last day of the preceding Monthly
Period.
"Cash Collateral Account" shall have the meaning
specified in subsection 4.16(a).
"Class A Additional Interest" shall have the meaning
specified in subsection 4.2(a).
"Class A Adjusted Invested Amount" shall mean, with
respect to any date of determination, an amount equal to the
Class A Invested Amount less the Principal Funding Account
Balance (but not in excess of the Class A Invested Amount) on
such date.
"Class A Available Funds" shall mean, with respect to
any Monthly Period, an amount equal to the sum of (a) if such
Monthly Period relates to a Distribution Date with respect to the
Controlled Accumulation Period, the amount of Principal Funding
Investment Proceeds, if any, with respect to such Distribution
Date, (b) the Class A Floating Percentage of the sum of the
Reallocated Investor Finance Charge Collections and the Yield
Supplement Draw Amount, if any, for the Distribution Date related
to such Monthly Period and (c) the amount of funds, if any, to be
withdrawn from the Reserve Account which, pursuant to subsection
4.12(d), are required to be included in Class A Available Funds
with respect to such Distribution Date.
"Class A Certificate Rate" shall mean, for any Interest
Period with respect to the Class A Certificates, a per annum rate
of ___% above LIBOR determined on the related LIBOR Determination
Date, calculated on the basis of actual days elapsed 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 any one of the
Certificates executed by the Transferor and authenticated by or
on behalf of the Trustee, substantially in the form of Exhibit
A-1.
"Class A Floating Percentage" shall mean, with respect
to any Monthly Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator
of which is equal to the Class A Adjusted Invested Amount as of
the close of business on the last day of the preceding Monthly
Period and the denominator of which is equal to the Adjusted
Invested Amount as of such day; provided, however, that with
respect to the first Monthly Period, the Class A Floating
Percentage shall mean the percentage equivalent of a fraction,
the numerator of which is the Class A Initial Invested Amount and
the denominator of which is the Initial Invested Amount.
"Class A Initial Invested Amount" shall mean
$___________.
"Class A Interest Shortfall" shall have the meaning
specified in subsection 4.2(a).
"Class A Invested Amount" shall mean, on any date of
determination, an amount equal to (a) the Class A Initial
Invested Amount, minus (b) the aggregate amount of principal
payments made to the Class A Certificateholders on or prior to
such date, minus (c) the excess, if any, of the aggregate amount
of Class A Investor Charge-Offs for all prior Distribution Dates
over Class A Investor Charge-Offs reimbursed pursuant to
subsection 4.7(b) prior to such date.
"Class A Investor Charge-Offs" shall have the meaning
specified in subsection 4.6(a).
"Class A Investor Default Amount" shall mean, with
respect to each Distribution Date, an amount equal to the product
of (i) the Investor Default Amount for the related Monthly Period
and (ii) the Class A Floating Percentage for such Monthly Period.
"Class A Monthly Interest" shall have the meaning
specified in subsection 4.2(a).
"Class A Principal Percentage" shall mean, with respect
to any Monthly Period (i) during the Revolving Period, the
percentage equivalent (which percentage shall never exceed 100%)
of a fraction, the numerator of which is the Class A Invested
Amount as of the last day of the immediately preceding Monthly
Period and the denominator of which is the Invested Amount as of
such day and (ii) during the Controlled Accumulation Period or
the Early Amortization Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator
of which is the Class A Invested Amount as of the end of the
Revolving Period, and the denominator of which is the Invested
Amount as of the end of the Revolving Period; provided, however,
that with respect to the first Monthly Period, the Class A
Principal Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Class A Initial Invested
Amount and denominator of which is the Initial Invested Amount.
"Class A Required Amount" shall have the meaning
specified in subsection 4.4(a).
"Class A Servicing Fee" shall have the meaning
specified in Section 3.1.
"Class A Scheduled Payment Date" shall mean
_________________ .
"Class B Additional Interest" shall have the meaning
specified in subsection 4.2(b).
"Class B Adjusted Invested Amount" shall mean an amount
equal to the Class B Invested Amount less the positive
difference, if any, between the Principal Funding Account Balance
and the Class A Invested Amount on such date.
"Class B Available Funds" shall mean, with respect to
any Monthly Period, an amount equal to the Class B Floating
Percentage of the sum of the Reallocated Investor Finance Charge
Collections and the Yield Supplement Draw Amount, if any, for the
Distribution Date related to such Monthly Period.
"Class B Certificate Rate" shall mean, for any Interest
Period with respect to the Class B Certificates, a per annum rate
of ___% above LIBOR determined on the related LIBOR Determination
Date, calculated on the basis of actual days elapsed 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 any one of the
Certificates executed by the Transferor and authenticated by or
on behalf of the Trustee, substantially in the form of Exhibit
A-2.
"Class B Floating Percentage" shall mean, with respect
to any Monthly Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator
of which is equal to the Class B Adjusted Invested Amount as of
the close of business on the last day of the preceding Monthly
Period and the denominator of which is equal to the Adjusted
Invested Amount as of the close of business on such day;
provided, however, that with respect to the first Monthly Period,
the Class B Floating Percentage shall mean the percentage
equivalent of a fraction, the numerator of which is the Class B
Initial Invested Amount and the denominator of which is the
Initial Invested Amount.
"Class B Initial Invested Amount" shall mean
$__________.
"Class B Interest Shortfall" shall have the meaning
specified in subsection 4.2(b).
"Class B Invested Amount" shall mean, on any date of
determination, an amount equal to (a) the Class B Initial
Invested Amount, minus (b) the aggregate amount of principal
payments made to the Class B Certificateholders prior to such
date, minus (c) the aggregate amount of Class B Investor
Charge-Offs for all prior Distribution Dates, minus (d) the
amount of Reallocated Principal Collections allocated on all
prior Distribution Dates pursuant to subsection 4.8(a) (excluding
any Reallocated Principal Collections that have resulted in a
reduction in the Collateral Invested Amount pursuant to Section
4.8), minus (e) an amount equal to the amount by which the Class
B Invested Amount has been reduced on all prior Distribution
Dates pursuant to subsection 4.6(a) and plus (f) the amount of
Excess Spread and Excess Finance Charge Collections allocated and
available on all prior Distribution Dates pursuant to subsection
4.7(e) for the purpose of reimbursing amounts deducted pursuant
to the foregoing clauses (c), (d) and (e); provided, however,
that the Class B Invested Amount may not be reduced below zero.
"Class B Investor Charge-Offs" shall have the meaning
specified in subsection 4.6(b).
"Class B Investor Default Amount" shall mean, with
respect to each Distribution Date, an amount equal to the product
of (i) the Investor Default Amount for the related Monthly Period
and (ii) the Class B Floating Percentage for such Monthly Period.
"Class B Monthly Interest" shall have the meaning
specified in subsection 4.2(b).
"Class B Principal Percentage" shall mean, with respect
to any Monthly Period, (i) during the Revolving Period, the
percentage equivalent (which percentage shall never exceed 100%)
of a fraction, the numerator of which is the Class B Invested
Amount as of the last day of the immediately preceding Monthly
Period and the denominator of which is the Invested Amount as of
such day and (ii) during the Controlled Accumulation Period or
the Early Amortization Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator
of which is the Class B Invested Amount as of the end of the
Revolving Period, and the denominator of which is the Invested
Amount as of the end of the Revolving Period; provided, however,
that with respect to the first Monthly Period, the Class B
Principal Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Class B Initial Invested
Amount and the denominator of which is the Initial Invested
Amount.
"Class B Required Amount" shall have the meaning set
forth in subsection 4.4(b).
"Class B Servicing Fee" shall have the meaning
specified in Section 3.1.
"Class B Scheduled Payment Date" shall mean
_____________.
"Closing Date" shall mean _________, 1997.
"Collateral Additional Interest" shall have the meaning
specified in subsection 4.2(c).
"Collateral Available Funds" shall mean with respect to
any Distribution Date, the Collateral Floating Percentage of the
sum of the Reallocated Investor Finance Charge Collections with
respect to the preceding Monthly Period and the Yield Supplement
Draw Amount, if any, for such Distribution Date..
"Collateral Charge-Offs" shall have the meaning
specified in subsection 4.6(c).
"Collateral Default Amount" shall mean, with respect to
any Distribution Date, the product of the Investor Default Amount
for the related Monthly Period and the Collateral Floating
Percentage.
"Collateral Floating Percentage" shall mean, with
respect to any Distribution Date, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the
numerator of which is equal to the Collateral Invested Amount as
of the close of business on the last day of the preceding Monthly
Period and the denominator of which is the Adjusted Invested
Amount as of the close of business on such last day; provided,
however, that with respect to the first Monthly Period, the
Collateral Floating Percentage shall mean the percentage
equivalent of a fraction, the numerator of which is the
Collateral Initial Invested Amount and the denominator of which
is the Initial Invested Amount.
"Collateral Initial Invested Amount" shall mean
$__________.
"Collateral Interest" shall mean a fractional undivided
interest in the Trust which shall consist of the right to
receive, to the extent necessary to make the required payments to
the Collateral Interest Holder under this Supplement, the portion
of Collections allocable thereto under the Agreement and this
Supplement and funds on deposit in the Collection Account
allocable thereto pursuant to the Agreement and this Supplement.
"Collateral Interest Holder" shall mean the entity so
designated in the Loan Agreement.
"Collateral Interest Shortfall" shall have the meaning
specified in subsection 4.2(c).
"Collateral Invested Amount" shall mean, when used with
respect to any date, an amount equal to (a) the Collateral
Initial Invested Amount, minus (b) the aggregate amount of
principal payments made to the Collateral Interest Holder prior
to such date, minus (c) the aggregate amount of Collateral
Charge-Offs for all prior Distribution Dates pursuant to
subsection 4.6(c), minus (d) the aggregate amount of Reallocated
Principal Collections allocated on all prior Distribution Dates
pursuant to Section 4.8 allocable to the Collateral Invested
Amount, minus (e) an amount equal to the amount by which the
Collateral Invested Amount has been reduced on all prior
Distribution Dates pursuant to subsections 4.6(a) and (b), and
plus (f) the amount allocated and available on all prior
Distribution Dates pursuant to subsection 4.7(i), for the purpose
of reimbursing amounts deducted pursuant to the foregoing clauses
(c), (d) and (e); provided, however, that the Collateral Invested
Amount may not be reduced below zero.
"Collateral Monthly Interest" shall have the meaning
specified in subsection 4.2(c).
"Collateral Monthly Principal" shall mean (a) with
respect to any Distribution Date relating to the Revolving Period
following any reduction of the Required Enhancement Amount
pursuant to clause (z) of the proviso in the definition thereof,
any Optional Deposit pursuant to subsection 4.16(g) or otherwise
at the option of the Transferor, an amount equal to the lesser of
(i) the excess, if any, of the sum of the Collateral Invested
Amount (after giving effect to reductions for any Collateral
Charge-Offs and Reallocated Principal Collections on such
Distribution Date and after giving effect to any adjustments
thereto for the benefit of the holders of the Series 1997-1
Certificates on such Distribution Date) and the amount on deposit
in the Cash Collateral Account (after giving effect to any
deposits to be made therein or withdrawals to be made therefrom
on such Distribution Date) over the Required Enhancement Amount
on such Distribution Date, and (ii) the Available Principal
Collections on such Distribution Date or (b) with respect to any
Distribution Date relating to the Controlled Accumulation Period
an amount equal to the lesser of (i) the excess, if any, of the
sum of the Collateral Invested Amount (after giving effect to
reductions for any Collateral Charge-Offs and Reallocated
Principal Collections on such Distribution Date and after giving
effect to any adjustments thereto for the benefit of the holders
of the Series 1997-1 Certificates on such Distribution Date) and
the amount on deposit in the Cash Collateral Account (after
giving effect to any deposits to be made therein on such
Distribution Date) over the Required Enhancement Amount on such
Distribution Date, and (ii) the excess, if any, of (A) the
Available Principal Collections on such Distribution Date over
(B) the lesser of (x) the Controlled Deposit Amount and (y) the
sum of the Class A Adjusted Invested Amount and the Class B
Adjusted Invested Amount for such Distribution Date.
"Collateral Principal Percentage" shall mean, with
respect to any Monthly Period, (i) during the Revolving Period,
the percentage equivalent (which percentage shall never exceed
100%) of a fraction, the numerator of which is the Collateral
Invested Amount as of the last day of the immediately preceding
Monthly Period and the denominator of which is the Invested
Amount as of such day and (ii) during the Controlled Accumulation
Period or the Early Amortization Period, the percentage
equivalent (which percentage shall never exceed 100%) of a
fraction, the numerator of which is the Collateral Invested
Amount as of the end of the Revolving Period, and the denominator
of which is the Invested Amount as of the end of the Revolving
Period; provided, however, that with respect to the first Monthly
Period, the Collateral Principal Percentage shall mean the
percentage equivalent of a fraction, the numerator of which is
the Collateral Initial Invested Amount and the denominator of
which is the Initial Invested Amount.
"Collateral Rate" shall mean, for any Interest Period,
the rate specified in the Loan Agreement.
"Collateral Servicing Fee" shall have the meaning set
forth in Section 3.1.
"Controlled Accumulation Amount" shall mean, for any
Distribution Date with respect to the Controlled Accumulation
Period, $__________; provided, however, that, if the Controlled
Accumulation Period Length is determined to be less than 12
months, the Controlled Accumulation Amount for each Distribution
Date with respect to the Controlled Accumulation Period will be
equal to (i) the product of (x) the sum of the Class A Initial
Invested Amount and the Class B Initial Invested Amount and
(y) the Controlled Accumulation Period Factor for the related
Monthly Period divided by (ii) the Required Accumulation Factor
Number.
"Controlled Accumulation Period" shall mean, unless a
Pay Out Event shall have occurred prior thereto, the period
commencing at the close of business on _______, 1997 or such
later date as is determined in accordance with subsection 4.3(c)
and ending on the first to occur of (a) the commencement of the
Early Amortization Period, (b) the payment in full of the
Invested Amount and (c) the Series 1997-1 Termination Date.
"Controlled Accumulation Period Factor" shall mean, for
each Monthly Period, a fraction, the numerator of which is equal
to the sum of the series invested amounts as of the last day of
the prior Monthly Period of all outstanding Series, and the
denominator of which of which is equal to the sum (without
duplication) of (a) the Series Invested Amount as of the last day
of the prior Monthly Period, (b) the series invested amounts as
of the last day of the prior Monthly Period of all outstanding
Series (other than Series 1997-1) that are not expected to be in
their revolving periods, and (c) the series invested amounts as
of the last day of the prior Monthly Period of all other
outstanding Series that are not Principal Sharing Series and are
in their revolving periods.
"Controlled Accumulation Period Length" has the meaning
specified in subsection 4.3(c).
"Controlled Deposit Amount" shall mean, for any
Distribution Date with respect to the Controlled Accumulation
Period, an amount equal to the sum of the Controlled Accumulation
Amount for such Distribution Date and any Deficit Controlled
Accumulation Amount for the immediately preceding Distribution
Date.
"Conversion Deposit" has the meaning specified in
subsection 4.16(h).
"Covered Amount" shall mean, for any Distribution Date
with respect to the Controlled Accumulation Period or the first
Distribution Date during the Early Amortization Period, if such
Distribution Date occurs prior to the date the Class A Invested
Amount is paid in full, an amount equal to the product of (i) a
fraction, the numerator of which is the actual number of days in
the related Interest Period and the denominator of which is 360,
times (ii) the Class A Certificate Rate in effect during such
Interest Period, and (iii) the Principal Funding Account
Balance, if any, as of the preceding Distribution Date.
"Deficit Controlled Accumulation Amount" shall mean (a)
on the first Distribution Date with respect to the Controlled
Accumulation Period, the excess, if any, of the Controlled
Accumulation Amount for such Distribution Date over the amount
deposited in the Principal Funding Account on such Distribution
Date and (b) on each subsequent Distribution Date with respect to
the Controlled Accumulation Period, the excess, if any, of the
Controlled Deposit Amount for such subsequent Distribution Date
over the amount deposited in the Principal Funding Account on
such subsequent Distribution Date.
"Distribution Date" shall mean __________, 1997 and the
___________ day of each calendar month thereafter, or if such
___________ day is not a Business Day, the next succeeding
Business Day.
"Early Amortization Period" shall mean the period
commencing at the close of business on the Business Day
immediately preceding the day on which a Pay Out Event with
respect to Series 1997-1 is deemed to have occurred, and ending
on the first to occur of (i) the payment in full of the Invested
Amount or (ii) the Series 1997-1 Termination Date.
"Excess Spread" shall mean, with respect to any
Distribution Date, the sum of the amounts, if any, specified
pursuant to subsections 4.5(a)(iv), 4.5(b)(iii) and 4.5(c)(ii)
with respect to such Distribution Date.
"Finance Charge Shortfall" shall have the meaning
specified in Section 4.9.
"Floating Allocation Percentage" shall mean, with
respect to any Monthly Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator
of which is the Adjusted Invested Amount as of the last day of
the preceding Monthly Period (or with respect to the first
Monthly Period, the Initial Invested Amount) and the denominator
of which is the product of (x) the Series 1997-1 Allocation
Percentage with respect to such Monthly Period and (y) the sum of
(i) the total amount of Principal Receivables in the Trust as of
such day (or with respect to the first Monthly Period, the total
amount of Principal Receivables in the Trust on the Closing Date)
and (ii) the principal amount on deposit in the Special Funding
Account as of such last day (or with respect to the first Monthly
Period, as of the Closing Date); provided, however, that with
respect to any Monthly Period in which an Addition Date for an
Aggregate Addition or a Removal Date occurs the amount in (y)(i)
above shall be (1) the aggregate amount of Principal Receivables
in the Trust at the end of the day on the last day of the prior
Monthly Period for the period from and including the first day of
such Monthly Period to but excluding the related Addition Date or
Removal Date and (2) the aggregate amount of Principal
Receivables in the Trust at the end of the day on the related
Addition Date or Removal Date for the period from and including
the related Addition Date or Removal Date to and including the
last day of such Monthly Period.
"Group I" shall mean Series 1997-1 and each other
Series specified in the related Supplement to be included in
Group I.
"Group I Investor Additional Amounts" shall mean, with
respect to any Distribution Date, the sum of (a) Series 1997-1
Additional Amounts for such Distribution Date and (b) for all
other Series included in Group I, the sum of (i) the aggregate
net amount by which the Invested Amounts of such Series have been
reduced as a result of investor charge-offs, subordination of
principal collections and funding the investor default amounts in
respect of any Class or Series Enhancement interests of such
Series as of such Distribution Date and (ii) if the applicable
Supplements so provide, the aggregate unpaid amount of interest
at the applicable certificate rates that has accrued on the
amounts described in the preceding clause (i) for such
Distribution Date.
"Group I Investor Default Amount" shall mean, with
respect to any Distribution Date, the sum of (a) the Investor
Default Amount for such Distribution Date and (b) the aggregate
amount of the investor default amounts for all other Series
included in Group I for such Distribution Date.
"Group I Investor Finance Charge Collections" shall
mean, with respect to any Distribution Date, the sum of (a)
Investor Finance Charge Collections for such Distribution Date
and (b) the aggregate amount of the investor finance charge
collections for all other Series included in Group I for such
Distribution Date.
"Group I Investor Monthly Fees" shall mean with respect
to any Distribution Date, the sum of (a) Series 1997-1 Monthly
Fees for such Distribution Date and (b) the aggregate amount of
the servicing fees, investor fees, fees payable to any Series
Enhancer and any other similar fees, which are payable out of
reallocated investor finance charge collections pursuant to the
related Supplements, for all other Series included in Group I for
such Distribution Date.
"Group I Investor Monthly Interest" shall mean, with
respect to any Distribution Date, the sum of (a) Series 1997-1
Monthly Interest for such Distribution Date and (b) the aggregate
amount of monthly interest, including overdue monthly interest
and interest on such overdue monthly interest, if such amounts
are payable out of reallocated investor finance charge
collections pursuant to the related Supplements, for all other
Series included in Group I for such Distribution Date.
"Initial Invested Amount" shall mean $_____________.
"Initial Cash Collateral Deposit" has the meaning
specified in subsection 4.16(b).
"Initial Yield Supplement Deposit" has the meaning
specified in subsection 4.15(b).
"Interest Period" shall mean, with respect to any
Distribution Date, the period from and including the immediately
preceding Distribution Date (or, in the case of the first
Distribution Date, the Closing Date) to but excluding such
Distribution Date.
"Invested Amount" shall mean, as of any date of
determination, an amount equal to the sum of (a) the Class A
Invested Amount as of such date, (b) the Class B Invested Amount
as of such date and (c) the Collateral Invested Amount as of such
date.
"Investor Charge-Offs" shall mean Class A Investor
Charge-Offs, Class B Investor Charge-Offs and Collateral Charge-
Offs.
"Investor Default Amount" shall mean, with respect to
any Distribution Date, an amount equal to the product of (a) the
Series 1997-1 Allocable Defaulted Amount for the related Monthly
Period and (b) the Floating Allocation Percentage for such
Monthly Period.
"Investor Finance Charge Collections" shall mean with
respect to any Distribution Date, an amount equal to the product
of (a) the Floating Allocation Percentage for the related Monthly
Period and (b) Series 1997-1 Allocable Finance Charge Collections
deposited in the Collection Account for the related Monthly
Period.
"LIBOR" shall mean, for any Interest Period, an
interest rate per annum determined by the Trustee for such
Interest Period in accordance with the provisions of Section
4.13.
"LIBOR Determination Date" shall mean _________, 1997
for the initial Interest Period, and the second London Business
Day prior to the commencement of the second and each subsequent
Interest Period.
"Loan Agreement" shall mean the agreement among the
Transferor, the Trustee and the Collateral Interest Holder, dated
_________, 1997.
"London Business Day" shall mean any day on which
dealings in deposits in United States dollars are transacted in
the London interbank market.
"Monthly Interest" means, with respect to any
Distribution Date, the Class A Monthly Interest, the Class B
Monthly Interest and the Collateral Monthly Interest for such
Distribution Date.
"Monthly Period" shall mean each calendar month.
"Monthly Servicing Fee" shall have the meaning
specified in Section 3.1.
"Net Servicing Fee Rate" shall mean (a) so long as the
Transferor, an Affiliate thereof, the Bank or an Affiliate
thereof is the Servicer, 1.25% per annum and (b) if the
Transferor, an Affiliate thereof, the Bank or an Affiliate
thereof is no longer the Servicer, 2% per annum.
"Optional Deposit" has the meaning specified in
subsection 4.16(g).
"Pay Out Event" shall mean any Pay Out Event specified
in Section 6.1.
"Principal Allocation Percentage" shall mean, with
respect to any day during a Monthly Period, the percentage
equivalent (which percentage shall never exceed 100%) of a
fraction, the numerator of which is (a) during the Revolving
Period, the Series Adjusted Invested Amount for Series 1997-1 as
of the last day of the immediately preceding Monthly Period (or,
in the case of the first Monthly Period, the Initial Invested
Amount) and (b) during the Controlled Accumulation Period or the
Early Amortization Period, the Series Adjusted Invested Amount
for Series 1997-1 as of the last day of the Revolving Period and
the denominator of which is the product of (x) the sum of (i) the
total amount of Principal Receivables in the Trust as of the last
day of the immediately preceding Monthly Period (or with respect
to the first Monthly Period, the total amount of Principal
Receivables in the Trust as of the Closing Date) and (ii) the
principal amount on deposit in the Special Funding Account as of
such last day (or with respect to the first Monthly Period, the
Closing Date) and (y) the Series 1997-1 Allocation Percentage as
of the last day of the immediately preceding Monthly Period;
provided, however, that with respect to any Monthly Period in
which an Addition Date for an Aggregate Addition or a Removal
Date occurs the amount in (x)(i) above shall be (1) the aggregate
amount of Principal Receivables in the Trust at the end of the
day on the last day of the prior Monthly Period for the period
from and including the first day of such Monthly Period to but
excluding the related Addition Date or Removal Date and (2) the
aggregate amount of Principal Receivables in the Trust at the end
of the day on the related Addition Date or Removal Date for the
period from and including the related Addition Date or Removal
Date to and including the last day of such Monthly Period; and
provided further, that if after the commencement of the
Controlled Accumulation Period a Pay Out Event occurs with
respect to another Series that was designated in the Supplement
therefor as a Series that is a "Paired Series" with respect to
Series 1997-1, the Transferor may, by written notice delivered to
the Trustee and the Servicer, designate a different numerator for
the foregoing fraction, provided that (x) such numerator is not
less than the Adjusted Invested Amount as of the last day of the
revolving period for such Paired Series, (y) the Transferor shall
have received written notice from each Rating Agency that the
Rating Agency Condition has been satisfied with respect to such
designation and shall have delivered copies of each such written
notice to the Servicer and the Trustee and (z) the Transferor
shall have delivered to the Trustee an Officer's Certificate to
the effect that, based on the facts known to such officer at such
time, in the reasonable belief of the Transferor, such
designation will not cause a Pay Out Event or an event that,
after the giving of notice or the lapse of time, would constitute
a Pay Out Event, to occur with respect to Series 1997-1.
"Principal Funding Account" shall have the meaning
specified in subsection 4.3(a)(i).
"Principal Funding Account Balance" shall mean, with
respect to any date of determination during the Controlled
Accumulation Period, the principal amount, if any, on deposit in
the Principal Funding Account on such date of determination.
"Principal Funding Investment Proceeds" shall have the
meaning specified in subsection 4.3(a)(ii).
"Principal Funding Investment Shortfall" shall mean,
with respect to each Interest Period during the Controlled
Accumulation Period, the amount, if any, by which the Principal
Funding Investment Proceeds are less than the Covered Amount.
"Reallocated Investor Finance Charge Collections" shall
mean that portion of Group I Investor Finance Charge Collections
allocated to Series 1997-1 pursuant to Section 4.10.
"Reallocated Principal Collections" shall mean, with
respect to any Monthly Period, the product of (a) the Series
1997-1 Allocable Principal Collections deposited in the
Collection Account for such Monthly Period and (b) the sum of the
Class B Principal Percentage and the Collateral Principal
Percentage.
"Reassignment Amount" shall mean, with respect to any
Distribution Date, after giving effect to any deposits and
distributions otherwise to be made on such Distribution Date, the
sum of (i) the Adjusted Invested Amount on such Distribution
Date, plus (ii) Monthly Interest for such Distribution Date and
any Monthly Interest previously due but not distributed to the
Series 1997-1 Certificateholders on a prior Distribution Date,
plus (iii) the amount of Additional Interest, if any, for such
Distribution Date and any Additional Interest previously due but
not distributed to the Series 1997-1 Certificateholders on a
prior Distribution Date.
"Reference Banks" shall mean three major banks in the
London interbank market selected by the Servicer.
"Required Accumulation Factor Number" shall be equal to
a fraction, rounded upwards to the nearest whole number, the
numerator of which is one and the denominator of which is equal
to the lowest monthly principal payment rate on the Accounts,
expressed as a decimal, for the three months preceding the date
of such calculation.
"Required Amount" shall mean, with respect to any
Monthly Period, the sum of the Class A Required Amount and the
Class B Required Amount.
"Required Cash Collateral Amount" shall mean, on any
Transfer Date, an amount equal to the Required Enhancement Amount
minus the Collateral Interest (after giving effect to any
adjustments to be made in the Collateral Interest with respect to
such Transfer Date), or any higher amount designated by the
Transferor.
"Required Enhancement Amount" shall mean (a) on the
initial Distribution Date, $__________ and (b) on any
Distribution Date thereafter, an amount equal to the greater of
(i) __% of the sum of the Class A Adjusted Invested Amount and
the Class B Invested Amount on such Distribution Date, after
taking into account deposits into the Principal Funding Account
on such Distribution Date and payments to be made on such
Distribution Date, and the Collateral Invested Amount on the
prior Distribution Date after any adjustments made on such
Distribution Date and (ii) the sum of (A) the product of (I)
$_____________, (II) __% and (III) a fraction the numerator of
which is the Available Cash Collateral Amount as of the
immediately preceding Distribution Date and the denominator of
which is the Total Enhancement and (B) the product of (I)
$_______________, (II) __% and (III) a fraction the numerator of
which is equal to the Collateral Invested Amount as of the
immediately preceding Distribution Date and the denominator of
which the Total Enhancement; provided, however, that (x) if
either (i) there is a reduction in the Collateral Invested Amount
pursuant to clause (c), (d) or (e) of the definition of such term
or (ii) a Pay Out Event with respect to the Series 1997-1
Certificates has occurred, the Required Enhancement Amount for
any Distribution Date shall equal the Required Enhancement Amount
for the Distribution Date immediately preceding such reduction or
Pay Out Event, (y) in no event shall the Required Enhancement
Amount exceed the sum of the outstanding principal amounts of (i)
the Class A Certificates and (ii) the Class B Certificates, each
as of the last day of the Monthly Period preceding such
Distribution Date after taking into account the payments to be
made on such immediately preceding Distribution Date and (z) the
Required Enhancement Amount may be reduced at the Transferor's
option at any time to a lesser amount if the Transferor, the
Servicer, the Collateral Interest Holder and the Trustee have
been provided evidence that the Rating Agency Condition shall
have been satisfied.
"Required Reserve Account Amount" shall mean, with
respect to any Distribution Date on or after the Reserve Account
Funding Date, an amount equal to (1) 0.5% of the Class A Invested
Amount as of the preceding Distribution Date (after giving effect
to all changes therein on such date) or (2) any other amount
designated by the Transferor, provided that if such amount is
less than the amount specified in clause (1) above, the
Transferor shall have received written notice from each Rating
Agency that the Rating Agency Condition shall have been satisfied
with respect to such designation and shall have delivered copies
of each such written notice to the Servicer and the Trustee.
"Reserve Account" shall have the meaning specified in
subsection 4.12(a).
"Reserve Account Funding Date" shall mean (1) the
Distribution Date with respect to the Monthly Period which
commences [three months] prior to the Distribution Date with
respect to the first Monthly Period in the Controlled
Accumulation Period or such earlier date as the Transferor may
determine by written notice to the Trustee and the Servicer.
"Reserve Account Surplus" shall mean, as of any date of
determination, the amount, if any, by which the amount on deposit
in the Reserve Account exceeds the Required Reserve Account
Amount.
"Reserve Draw Amount" shall have the meaning specified
in subsection 4.16(d).
"Revolving Period" shall mean the period beginning at
the close of business on the Series Cut-Off Date and ending on
the earlier of (a) the close of business on the day immediately
preceding the day the Controlled Accumulation Period commences
and (b) the close of business on the day immediately preceding
the day the Early Amortization Period commences.
"Series Adjusted Portfolio Yield" shall mean, with
respect to any Monthly Period, the annualized percentage
equivalent of a fraction, (A) the numerator of which is equal to
(a) Reallocated Investor Finance Charge Collections with respect
to such Monthly Period, plus (b) the amount of any Principal
Funding Investment Proceeds for the related Distribution Date,
plus (c) provided that each Rating Agency has consented in
writing to the inclusion thereof in calculating the Series
Adjusted Portfolio Yield, any Excess Finance Charge Collections
that are allocated to Series 1997-1 with respect to such Monthly
Period plus (d) the amount of funds, if any, withdrawn from the
Reserve Account which pursuant to Section 4.12(d) are required to
be included as Class A Available Funds for the Distribution Date
with respect to such Monthly Period and plus (e) the Yield
Supplement Draw Amount for the Distribution Date with respect to
such Monthly Period, if any, minus (f) the Investor Default
Amount for the Distribution Date with respect to such Monthly
Period, and (B) the denominator of which is the Invested Amount
as of the last day of the preceding Monthly Period.
"Series Cut-Off Date" shall mean the close of business
on _______, 1997.
"Series Enhancement" with respect to Series 1997-1
shall mean (a) with respect to the Class A Certificates, amounts
available on deposit in the Cash Collateral Account and the
subordination of the Class B Certificates and the Collateral
Interest, and (b) with respect to the Class B Certificates,
amounts available on deposit in the Cash Collateral Account and
the subordination of the Collateral Interest.
"Series 1997-1" shall mean the Series of Certificates
the terms of which are specified in this Supplement.
"Series 1997-1 Additional Amounts" shall mean, with
respect to any Distribution Date, the sum of the amounts
determined pursuant to subsections 4.7(b), (e) and (i) for such
Distribution Date.
"Series 1997-1 Allocable Defaulted Amount" shall mean
the Series Allocable Defaulted Amount with respect to Series
1997-1.
"Series 1997-1 Allocable Finance Charge Collections"
shall mean the Series Allocable Finance Charge Collections with
respect to Series 1997-1.
"Series 1997-1 Allocable Principal Collections" shall
mean the Series Allocable Principal Collections with respect to
Series 1997-1.
"Series 1997-1 Allocation Percentage" shall mean the
Series Allocation Percentage with respect to Series 1997-1.
"Series 1997-1 Certificate" shall mean a Class A
Certificate or a Class B Certificate or the Collateral Interest.
"Series 1997-1 Certificateholder" shall mean a Class A
Certificateholder or a Class B Certificateholder or the
Collateral Interest Holder.
"Series 1997-1 Certificateholders' Interest" shall mean
the Certificateholders' Interest for Series 1997-1, including the
Collateral Interest.
"Series 1997-1 Monthly Fees" shall mean, with respect
to any Distribution Date, the amount determined pursuant to
subsection 4.5(a)(ii), (b)(ii) and (c)(i) and subsection 4.7(g).
"Series 1997-1 Monthly Interest" shall mean the amounts
determined pursuant to subsections 4.2(a), (b) and (c).
"Series 1997-1 Principal Shortfall" shall have the
meaning specified in Section 4.11.
"Series 1997-1 Termination Date" shall mean the
________ _____ Distribution Date.
"Series Invested Amount" shall mean the Initial
Invested Amount.
"Series Required Transferor Amount" shall mean an
amount equal to [7%] of the Invested Amount.
"Servicer Interchange" shall mean, for any Monthly
Period, the portion of Collections of Finance Charge Receivables
allocated to the Investor Certificates and deposited in the
Collection Account with respect to such Monthly Period that is
attributable to Interchange; provided, however, that Servicer
Interchange for a Monthly Period shall not exceed one-twelfth of
the product of (i) the Adjusted Investor Interest as of the last
day of such Monthly Period and (ii) .75%.
"Servicing Base Amount" shall have the meaning
specified in Section 3.1.
"Servicing Fee Rate" shall mean 2.0% per annum.
"Telerate Page 3750" shall mean the display page
currently so designated on the Dow ▇▇▇▇▇ Telerate Service (or
such other page as may replace that page on that service for the
purpose of displaying comparable rates or prices).
"Total Enhancement" shall mean, for purposes of
determining the Required Enhancement Amount with respect to any
Distribution Date, the sum of the Available Cash Collateral
Amount and the Collateral Interest as of the immediately
preceding Distribution Date, in each case after giving effect to
all deposits, withdrawals and payments made with respect to such
immediately preceding Distribution Date.
"Transferor Percentage" shall mean 100% minus (a) the
Floating Allocation Percentage, when used at any time with
respect to Finance Charge Receivables and Defaulted Receivables,
or (b) the Principal Allocation Percentage, when used at any time
with respect to Principal Receivables.
"Yield Supplement Account" shall have the meaning
specified in subsection 4.15(a).
"Yield Supplement Draw Amount" shall mean an amount
equal to the sum of (a) ___% of the Initial Yield Supplement
Deposit for the six Distribution Dates from and including the
January __, 1998 Distribution Date through and including the June
__, 1998 Distribution Date, (b) ___% of the Initial Yield
Supplement Deposit for the six Distribution Dates from and
including the July __ 1998 Distribution Date through and
including the December __ 1998 Distribution Date, (c) zero,
thereafter and (d) with respect to any such Distribution Date,
the investment earnings on the amounts on deposit in the Yield
Supplement Account for the period from and including the prior
Distribution Date (or in the case of the January __, 1998
Distribution Date, from and including the Closing Date), to but
excluding such Distribution Date.
(b) Notwithstanding anything to the contrary in this
Supplement or the Agreement, the term "Rating Agency" shall mean,
whenever used in this Supplement or the Agreement with respect to
Series 1997-1, ▇▇▇▇▇'▇, Standard & Poor's and Fitch; provided,
however, that references to "Rating Agency" in the definition of
"Eligible Investments" shall be deemed to not include Fitch to
the extent that an investment is rated by ▇▇▇▇▇'▇ and Standard &
Poor's, but not by Fitch. As used in this Supplement and in the
Agreement with respect to Series 1997-1, "highest investment
category" shall mean (i) in the case of Standard & Poor's, AAA or
A-1+, as applicable, (ii) in the case of ▇▇▇▇▇'▇, Aaa or P-1, as
applicable, and (iii) in the case of Fitch, F-1+ or AAA, as
applicable.
(c) Each capitalized term defined herein shall relate
to the Series 1997-1 Certificates and no other Series of
Certificates issued by the Trust, unless the context otherwise
requires. All capitalized terms used herein and not otherwise
defined herein have the meanings ascribed to them in the
Agreement. 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 Supplement shall govern.
(d) The words "hereof," "herein" and "hereunder" and
words of similar import when used in this Supplement shall refer
to this Supplement as a whole and not to any particular provision
of this Supplement; references to any Article, subsection,
Section or Exhibit are references to Articles, subsections,
Sections and Exhibits in or to this Supplement unless otherwise
specified; and the term "including" means "including without
limitation."
ARTICLE III
Servicing Fee and Interchange
Section 3.1. Servicing Compensation; Interchange.
(a) Servicing Fee.The share of the Servicing Fee
allocable to the Series 1997-1 Certificateholders with respect to
any Distribution Date (the "Monthly Servicing Fee") shall be
equal to one-twelfth of the product of (a) the Servicing Fee Rate
and (b) (i) the Adjusted Invested Amount as of the last day of
the Monthly Period preceding such Distribution Date, minus (ii)
the product of the amount, if any, on deposit in the Special
Funding Account as of the last day of the Monthly Period
preceding such Distribution Date and the Series 1997-1 Allocation
Percentage with respect to such Monthly Period (the amount
calculated pursuant to this clause (b) is referred to as the
"Servicing Base Amount"); provided, however, that with respect to
the first Distribution Date, the Monthly Servicing Fee shall be
equal to $____________. On each Distribution Date related to a
monthly period for which the Bank or an Affiliate of the Bank is
the Servicer, the Servicer Interchange with respect to the
related Monthly Period on deposit in the Collection Account shall
be withdrawn from the Collection Account and paid to the Servicer
in payment of a portion of the Monthly Servicing Fee with respect
to such Monthly Period. Should the Servicer Interchange on
deposit in the Collection Account on any Distribution Date with
respect to the related Monthly Period be less than one-twelfth of
.75% of the Adjusted Investor Interest as of the last day of such
Monthly Period, the Monthly Servicing Fee with respect to such
Monthly Period will not be paid to the extent of such
insufficiency of Servicer Interchange on deposit in the
Collection Account. The share of the Monthly Servicing Fee
allocable to the Class A Certificateholders with respect to any
Distribution Date (the "Class A Servicing Fee") shall be equal to
one-twelfth of the product of (a) the Class A Floating
Percentage, (b) the Net Servicing Fee Rate and (c) the Servicing
Base Amount; provided, however, that with respect to the first
Distribution Date, the Class A Servicing Fee shall be equal to
$____________. The share of the Monthly Servicing Fee allocable
to the Class B Certificateholders with respect to any
Distribution Date (the "Class B Servicing Fee") shall be equal to
one-twelfth of the product of (a) the Class B Floating
Percentage, (b) the Net Servicing Fee Rate and (c) the Servicing
Base Amount; provided, however, that with respect to the first
Distribution Date, the Class B Servicing Fee shall be equal to
$__________. The share of the Monthly Servicing Fee allocable to
the Collateral Interest with respect to any Distribution Date
(the "Collateral Servicing Fee") shall be equal to one-twelfth of
the product of the (a) Collateral Floating Percentage, (b) the
Net Servicing Fee Rate and (c) the Servicing Base Amount;
provided, however, that with respect to the first Distribution
Date, the Collateral Servicing Fee shall be equal to $__________.
The remainder of the Servicing Fee shall be paid by the Holders
of the Transferor Certificates or the investor certificateholders
of other Series (as provided in the related Supplements) and in
no event shall the Trust, the Trustee or the Series 1997-1
Certificateholders be liable for the share of the Servicing Fee
to be paid by the Holders of the Transferor Certificates or the
investor certificateholders of any other Series. To the extent
that the Class A Servicing Fee, the Class B Servicing Fee and the
Collateral Servicing Fee are not paid in full pursuant to the
preceding provisions of this Section 3.1, and Sections 4.5 and
4.7, they shall be paid by the Holder of the Transferor
Certificate.
(b) Interchange. On or before each Determination
Date, the Transferor shall notify the Servicer of the amount of
Interchange to be included as Series 1997-1 Allocable Finance
Charge Collections with respect to the preceding Monthly Period
as determined pursuant to this subsection 3.1(b). Such amount of
Interchange shall be equal to the product of (i) the amount of
Interchange attributable to the Accounts, as reasonably estimated
by the Transferor, and (ii) the Series 1997-1 Allocation
Percentage. On each Transfer Date, the Transferor shall pay to
the Servicer, and the Servicer shall deposit into the Collection
Account, in immediately available funds, the amount of
Interchange to be so included as Series 1997-1 Allocable Finance
Charge Collections with respect to the preceding Monthly Period
and such Interchange shall be treated as a portion of Series
1997-1 Allocable Finance Charge Collections for all purposes of
this Supplement and the Agreement. Notwithstanding the above, if
the Rating Agency Condition is satisfied with respect thereto,
the Transferor may, in lieu of transferring Interchange as set
forth above, designate Discount Option Receivables pursuant to
Section 2.12 of the Agreement in an amount approximately equal to
the then current Interchange with respect to the Accounts.
ARTICLE IV
Rights of Series 1997-1 Certificateholders and
Allocation and Application of Collections
Section 4.1. Collections and Allocations.
(a) Allocations. Collections of Finance Charge
Receivables and Principal Receivables and Defaulted Receivables
allocated to Series 1997-1 pursuant to Article IV of the
Agreement (and, as described herein, Collections of Finance
Charge Receivables reallocated from other Series in Group I)
shall be allocated and distributed or reallocated as set forth in
this Article.
(b) Payments to the Transferor. The Servicer shall on
Deposit Dates withdraw from the Collection Account and pay to the
Holder of the Transferor Certificate the following amounts:
(i) an amount equal to the Transferor Percentage for
the related Monthly Period of Series 1997-1 Allocable Finance
Charge Collections to the extent such amount is deposited in the
Collection Account; and
(ii) an amount equal to the Transferor Percentage for
the related Monthly Period of Series 1997-1 Allocable Principal
Collections deposited in the Collection Account, if the
Transferor Amount (determined after giving effect to any
Principal Receivables transferred to the Trust on such Deposit
Date) exceeds zero.
The withdrawals to be made from the Collection Account
pursuant to this subsection 4.1(b) do not apply to deposits into
the Collection Account that do not represent Collections,
including payment of the purchase price for the
Certificateholders' Interest pursuant to Section 2.6 or 10.1 of
the Agreement, payment of the purchase price for the Series
1997-1 Certificateholders' Interest pursuant to Section 7.1 of
this Supplement and proceeds from the sale, disposition or
liquidation of Receivables pursuant to Section 9.1 or 12.2 of the
Agreement.
(c) Allocations to the Series 1997-1
Certificateholders. The Servicer shall, prior to the close of
business on any Deposit Date, allocate to the Series 1997-1
Certificateholders the following amounts as set forth below:
(i) Allocations of Finance Charge Collections. The
Servicer shall allocate to the Series 1997-1
Certificateholders and retain in the Collection Account for
application as provided herein an amount equal to the
product of (A) the Floating Allocation Percentage and (B)
the Series 1997-1 Allocation Percentage and (C) the
aggregate amount of Collections of Finance Charge
Receivables deposited in the Collection Account on such
Deposit Date.
(ii) Allocations of Principal Collections. The
Servicer shall allocate to the Series 1997-1
Certificateholders the following amounts as set forth below:
(x) Allocations During the Revolving Period. During the
Revolving Period (A) an amount equal to the product of (I)
the sum of the Class B Principal Percentage and the
Collateral Principal Percentage and (II) the Principal
Allocation Percentage and (III) the Series 1997-1 Allocation
Percentage and (IV) the aggregate amount of Collections of
Principal Receivables deposited in the Collection Account on
such Deposit Date, shall be allocated to the Series 1997-1
Certificateholders and retained in the Collection Account
until applied as provided herein and (B) an amount equal to
the product of (I) the Class A Principal Percentage and (II)
the Principal Allocation Percentage and (III) the Series
1997-1 Allocation Percentage and (IV) the aggregate amount
of Collections of Principal Receivables deposited in the
Collection Account on such Deposit Date shall be allocated
to the Series 1997-1 Certificateholders and, to the extent
needed to make any distribution pursuant to subsection
4.5(d)(i), deposited in the Collection Account, and
otherwise shall be first, if any other Principal Sharing
Series is outstanding and in its amortization period or
accumulation period, retained in the Collection Account for
application, to the extent necessary, as Shared Principal
Collections on the related Distribution Date, and second
paid to the Holders of the Transferor Certificates;
provided, however, that such amount to be paid to the
Holders of the Transferor Certificates on any Deposit Date
shall be paid to such Holders only if the Transferor Amount
on such Deposit Date is greater than the Required Transferor
Amount (after giving effect to all Principal Receivables
transferred to the Trust on such day) and otherwise shall be
deposited in the Special Funding Account.
(y) Allocations During the Controlled Accumulation
Period. During the Controlled Accumulation Period (A) an
amount equal to the product of (I) the sum of the Class B
Principal Percentage and the Collateral Principal Percentage
and (II) the Principal Allocation Percentage and (III) the
Series 1997-1 Allocation Percentage and (IV) the aggregate
amount of Collections of Principal Receivables deposited in
the Collection Account on such Deposit Date, shall be
allocated to the Series 1997-1 Certificateholders and
retained in the Collection Account until applied as provided
herein and (B) an amount equal to the product of (I) the
Class A Principal Percentage and (II) the Principal
Allocation Percentage and (III) the Series 1997-1 Allocation
Percentage and (IV) the aggregate amount of Collections of
Principal Receivables deposited in the Collection Account on
such Deposit Date (such product for any such date, a
"Percentage Allocation") shall be allocated to the Series
1997-1 Certificateholders and retained in the Collection
Account until applied as provided herein; provided, however,
that if the sum of such Percentage Allocation and all
preceding Percentage Allocations with respect to the same
Monthly Period exceeds the Controlled Deposit Amount for the
related Distribution Date, then such excess shall not be
treated as a Percentage Allocation and shall be first, if
any other Principal Sharing Series is outstanding and in its
amortization period or accumulation period, retained in the
Collection Account for application, to the extent necessary,
as Shared Principal Collections on the related Distribution
Date, and second paid to the Holders of the Transferor
Certificates only if the Transferor Amount on such Deposit
Date is greater than the Required Transferor Amount (after
giving effect to all Principal Receivables transferred to
the Trust on such day) and otherwise shall be deposited in
the Special Funding Account.
(z) Allocations During the Early Amortization Period.
During the Early Amortization Period, an amount equal to the
product of (A) the Principal Allocation Percentage and (B)
the Series 1997-1 Allocation Percentage and (C) the
aggregate amount of Collections of Principal Receivables
deposited in the Collection Account on such Deposit Date,
shall be allocated to the Series 1997-1 Certificateholders
and retained in the Collection Account until applied as
provided herein; provided, however, that after the date on
which an amount of such Collections equal to the Adjusted
Invested Amount has been deposited into the Collection
Account and allocated to the Series 1997-1
Certificateholders, such amount shall be first, if any other
Principal Sharing Series is outstanding and in its
amortization period or accumulation period, retained in the
Collection Account for application, to the extent necessary,
as Shared Principal Collections on the related Distribution
Date, and second paid to the Holders of the Transferor
Certificates only if the Transferor Amount on such date is
greater than the Required Transferor Amount (after giving
effect to all Principal Receivables transferred to the Trust
on such day) and otherwise shall be deposited in the Special
Funding Account.
Section 4.2. Determination of Monthly Interest.
(a) The amount of monthly interest (the "Class A
Monthly Interest") distributable from the Collection Account with
respect to the Class A Certificates on any Distribution Date
shall be an amount equal to the product of (i) (A) a fraction,
the numerator of which is the actual number of days in the period
from (and including) the immediately preceding Distribution Date
(or in the case of the first Distribution Date, the Closing Date)
to (but excluding) such Distribution Date and the denominator of
which is 360, times (B) the Class A Certificate Rate and (ii) the
outstanding principal balance of the Class A Certificates as of
close of business on the last day of the preceding Monthly
Period; provided that, in the case of the first Distribution Date
the Class A Monthly Interest shall be an amount equal to
$________________.
On the Determination Date preceding each Distribution
Date, the Servicer shall determine the excess, if any (the "Class
A Interest Shortfall"), of (x) the Class A Monthly Interest for
such Distribution Date over (y) the aggregate amount of funds
allocated and available to pay such Class A Monthly Interest on
such Distribution Date. If the Class A Interest Shortfall with
respect to any Distribution Date is greater than zero, on each
subsequent Distribution Date until such Class A Interest
Shortfall is fully paid, an additional amount ("Class A
Additional Interest") equal to the product of (i) (A) a fraction,
the numerator of which is the actual number of days in the period
from (and including) the immediately preceding Distribution Date
to (but excluding) such Distribution Date and the denominator of
which is 360, times (B) the Class A Certificate Rate plus 2.0%
per annum and (ii) such Class A Interest Shortfall (or the
portion thereof which has not been paid to the Class A
Certificateholders) shall be payable as provided herein with
respect to the Class A Certificates. Notwithstanding anything to
the contrary herein, Class A Additional Interest shall be payable
or distributed to the Class A Certificateholders only to the
extent permitted by applicable law.
(b) The amount of monthly interest (the "Class B
Monthly Interest") distributable from the Collection Account with
respect to the Class B Certificates on any Distribution Date
shall be an amount equal to the product of (i) (A) a fraction,
the numerator of which is the actual number of days in the period
from (and including) the immediately preceding Distribution Date
(or in the case of the first Distribution Date, the Closing Date)
to (but excluding) such Distribution Date and the denominator of
which is 360, times (B) the Class B Certificate Rate and (ii) the
Class B Invested Amount as of the close of business on the last
day of the preceding Monthly Period, provided that, in the case
of the first Distribution Date, Class B Monthly Interest shall be
an amount equal to $__________________.
On the Determination Date preceding each Distribution
Date, the Servicer shall determine the excess, if any (the "Class
B Interest Shortfall"), of (x) the Class B Monthly Interest for
such Distribution Date over (y) the aggregate amount of funds
allocated and available to pay such Class B Monthly Interest on
such Distribution Date. If the Class B Interest Shortfall with
respect to any Distribution Date is greater than zero, on each
subsequent Distribution Date until such Class B Interest
Shortfall is fully paid, an additional amount ("Class B
Additional Interest") equal to the product of (i) (A) a fraction,
the numerator of which is the actual number of days in the period
from (and including) the immediately preceding Distribution Date
to (but excluding) such Distribution Date and the denominator of
which is 360, times (B) the Class B Certificate Rate plus 2.0%
per annum and (ii) such Class B Interest Shortfall (or the
portion thereof which has not been paid to the Class B
Certificateholders) shall be payable as provided herein with
respect to the Class B Certificates. Notwithstanding anything to
the contrary herein, Class B Additional Interest shall be payable
or distributed to the Class B Certificateholders only to the
extent permitted by applicable law.
(c) The amount of monthly interest ("Collateral Monthly
Interest") distributable from the Collection Account with respect
to the Collateral Invested Amount on any Distribution Date shall
be an amount equal to the product of (i) (A) a fraction, the
numerator of which is the actual number of days in the Interest
Period immediately preceding such Distribution Date and the
denominator of which is 360, times (B) the Collateral Rate in
effect with respect to the applicable Interest Period, and (ii)
the Collateral Invested Amount as of the close of business on the
preceding Distribution Date (after giving effect to any increase
or decrease in the Collateral Invested Amount on such preceding
Distribution Date); provided that with respect to the first
Distribution Date such Collateral Invested Amount shall be
determined as of the close of business on the Closing Date.
On the Determination Date preceding each Distribution
Date, the Servicer shall determine an amount (the "Collateral
Interest Shortfall") equal to (x) the aggregate Collateral
Monthly Interest for such Distribution Date minus (y) the
aggregate amount of funds allocated and available to pay such
Collateral Monthly Interest on such Distribution Date. If the
Collateral Interest Shortfall with respect to any Distribution
Date is greater than zero, on each subsequent Distribution Date
until such Collateral Interest Shortfall is fully paid, an
additional amount ("Collateral Additional Interest") shall be
payable as provided herein with respect to the Collateral
Invested Amount equal to the product of (i) (A) a fraction, the
numerator of which is the actual number of days in the Interest
Period immediately preceding such Distribution Date and the
denominator of which is 360, times (B) the Collateral Rate in
effect with respect to the period from and including the
immediately preceding Distribution Date to but including such
Distribution Date, (ii) such Collateral Interest Shortfall (or
the portion thereof which has not been paid to the Collateral
Interest Holder) and (iii) the Collateral Rate in effect with
respect to the applicable Interest Period. Notwithstanding
anything to the contrary herein, Collateral Additional Interest
shall be payable or distributed to the Collateral Interest Holder
only to the extent permitted by applicable law.
Section 4.3. Principal Funding Account; Controlled
Accumulation Period.
(a)(i) The Servicer, for the benefit of the Series
1997-1 Certificateholders, shall establish and maintain 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 Series 1997-1
Certificateholders. The Principal Funding Account shall
initially be established with the Trustee.
(ii) At the written direction of the Servicer, funds on
deposit in the Principal Funding Account shall be invested
by the Trustee in Eligible Investments selected by the
Servicer. All such Eligible Investments shall be held by
the Trustee for the benefit of the Series 1997-1
Certificateholders; provided, that on each Distribution Date
all interest and other investment income (net of losses and
investment expenses) ("Principal Funding Investment
Proceeds") on funds on deposit therein shall be applied as
set forth in paragraph (iii) below. Funds on deposit in the
Principal Funding Account shall be invested in Eligible
Investments that will mature so that such funds will be
available at the close of business on the Transfer Date
immediately preceding the following Distribution Date.
Unless the Servicer directs otherwise, funds deposited in
the Principal Funding Account on a Transfer Date (which
immediately precedes a Distribution Date) upon the maturity
of any Eligible Investments are not required to be invested
overnight. No such Eligible Investment shall be disposed of
prior to its maturity; provided, however, that the Trustee
may sell, liquidate or dispose of any such 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.
(iii) On each Distribution Date with respect to the
Controlled Accumulation Period, the Servicer shall direct
the Trustee in writing to withdraw from the Principal
Funding Account and deposit into the Collection Account all
Principal Funding Investment Proceeds then on deposit in the
Principal Funding Account and such Principal Funding
Investment Proceeds shall be treated as a portion of Class A
Available Funds.
(iv) Reinvested interest and other investment income on
funds deposited in the Principal Funding Account shall not
be considered to be principal amounts on deposit therein for
purposes of this Supplement.
(b)(i) 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
1997-1 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 10
Business Days (or such longer period, not to exceed 30
calendar days, as to which each Rating Agency may consent)
establish a new Principal Funding Account meeting the
conditions specified in paragraph (a)(i) above as an
Eligible Deposit Account and shall transfer any cash or any
investments to such new Principal Funding Account.
(ii) Pursuant to the authority granted to the Servicer
in subsection 3.1(b) of the Agreement, the Servicer shall
have the power, revocable by the Trustee, to make
withdrawals and payments or to instruct the Trustee to make
withdrawals and payments from the 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 Section 5.1 of this Supplement and Section
6.7 of the Agreement, 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 Series 1997-1 Certificateholders.
(c) The Controlled Accumulation Period is scheduled to
commence at the close of business on _______, 1997; provided,
however, that if the Controlled Accumulation Period Length
(determined as described below) is less than twelve months, the
date on which the Controlled Accumulation Period actually
commences will be delayed to the close of business on the last
day of the month preceding the month that is the number of months
prior to the Class A Scheduled Payment Date at least equal to the
Controlled Accumulation Period Length and, as a result, the
number of Monthly Periods in the Controlled Accumulation Period
will at least equal the Controlled Accumulation Period Length.
On the Determination Date immediately preceding the _________
Distribution Date, and on each Determination Date thereafter that
occurs prior to the Determination Date occurring in the Monthly
Period in which the Controlled Accumulation Period commences, the
Servicer will determine the "Controlled Accumulation Period
Length" which will equal the number of months such that the sum
of the Controlled Accumulation Period Factors for each month
during such period will be equal to or greater than the Required
Accumulation Factor Number; provided, however, that the
Controlled Accumulation Period Length shall not be less than one
month. Notwithstanding the foregoing, if the Controlled
Accumulation Period Length shall have been determined to be less
than twelve months and, after the date on which such
determination is made, a Pay Out Event or Reinvestment Event (as
those terms are defined in the Supplement for such Series) shall
occur with respect to any outstanding Principal Sharing Series
other than Series 1997-1, the Controlled Accumulation Period will
commence on the earlier of (i) the first day of the Monthly
Period immediately succeeding the date that such Pay Out Event or
Reinvestment Event shall have occurred with respect to such
Series and (ii) the date on which the Controlled Accumulation
Period is then scheduled to commence.
Section 4.4. Required Amount.
(a) With respect to each Distribution Date, on the
related Determination Date, the Servicer shall determine the
amount (the "Class A Required Amount"), if any, by which (x) the
sum of (i) Class A Monthly Interest for such Distribution Date,
(ii) any Class A Monthly Interest previously due but not paid to
the Class A Certificateholders on a prior Distribution Date,
(iii) any Class A Additional Interest for such Distribution Date
and (iv) any Class A Additional Interest previously due but not
paid to the Class A Certificateholders on a prior Distribution
Date, (v) if the Bank or an Affiliate of the Bank is no longer
the Servicer, the Class A Servicing Fee for such Distribution
Date, (vi) if the Bank or an Affiliate of the Bank is no longer
the Servicer, any Class A Servicing Fee previously due but not
paid to the Servicer, and (vii) the Class A Investor Default
Amount, if any, for such Distribution Date exceeds (y) the Class
A Available Funds. In the event that the difference between (x)
the Class A Required Amount for such Distribution Date and (y)
the amount of Excess Spread and Excess Finance Charge Collections
applied with respect thereto pursuant to subsection 4.7(a) on
such Distribution Date is greater than zero, the Servicer shall
give written notice to the Trustee of such positive Class A
Required Amount on the date of computation.
(b) With respect to each Distribution Date, on the
related Determination Date, the Servicer shall determine the
amount (the "Class B Required Amount"), if any, equal to the sum
of (x) the amount, if any, by which (A) the sum of (i) Class B
Monthly Interest for such Distribution Date, (ii) any Class B
Monthly Interest previously due but not paid to the Class B
Certificateholders, (iii) Class B Additional Interest, if any,
for such Distribution Date, (iv) any Class B Additional Interest
previously due but not paid to the Class B Certificateholders on
a prior Distribution Date, (v) if the Bank or an Affiliate of the
Bank is no longer the Servicer, the Class B Servicing Fee for
such Distribution Date and (vi) if the Bank or an Affiliate of
the Bank is no longer the Servicer, any Class B Servicing Fee
previously due but not paid to the Servicer exceeds (B) the Class
B Available Funds and (y) the Class B Investor Default Amount for
such Distribution Date. In the event that the difference between
(x) the Class B Required Amount for such Distribution Date and
(y) the amount of Excess Spread and Excess Finance Charge
Collections applied with respect thereto pursuant to subsection
4.7(c) on such Distribution Date is greater than zero, the
Servicer shall give written notice to the Trustee of such excess
Class B Required Amount on the date of computation.
(c) With respect to each Distribution Date, on the
related Determination Date, the Servicer shall determine the
amount (the "Collateral Required Amount"), if any, equal to the
sum of (x) the amount, if any, by which (A) the sum of (i) the
Collateral Monthly Interest for such Distribution Date, (ii) any
Collateral Monthly Interest previously due but not paid to the
Collateral Interest Holder, (iii) Collateral Additional Interest,
if any, for such Distribution Date, (iv) any Collateral Monthly
Interest previously due but not paid to the Collateral Interests
Holder on a prior Distribution Date, exceeds (B) the amount of
Excess Spread and Excess Finance Charge Collections applied to
pay such amounts pursuant to subsection 4.7(f) and (y) the
amount, if any, by which (A) the Collateral Default Amount, if
any, for such Distribution Date, exceeds (B) the amount of Excess
Spread and Excess Finance Charge Collections applied to pay such
amount pursuant to subsection 4.7(h) on such Distribution Date.
In the event that the Collateral Required Amount for any
Distribution Date is greater than zero, the Servicer shall give
written notice thereof to the Trustee on the date of computation.
Section 4.5. Application of Class A Available Funds,
Class B Available Funds, Collateral Available Funds and Available
Principal Collections. The Servicer shall apply, or shall cause
the Trustee to apply by written instruction to the Trustee, on
each Distribution Date, Class A Available Funds, Class B
Available Funds, Collateral Available Funds and Available
Principal Collections on deposit in the Collection Account with
respect to such Distribution Date to make the following
distributions:
(a) On each Distribution Date, an amount equal to the
Class A Available Funds with respect to such Distribution Date
will be distributed or deposited in the following priority:
(i) 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 distributed to Class
A Certificateholders on a prior Distribution Date, plus the
amount of any Class A Additional Interest for such
Distribution Date and any Class A Additional Interest
previously due but not distributed to Class A
Certificateholders on a prior Distribution Date, shall be
distributed to the Paying Agent for payment to Class A
Certificateholders;
(ii) if the Bank or an Affiliate of the Bank is no
longer the Servicer, an amount equal to the Class A
Servicing Fee for such Distribution Date, plus the amount of
any Class A Servicing Fee previously due but not distributed
to the Servicer on a prior Distribution Date, shall be
distributed to the Servicer (unless such amount has been
netted against deposits to the Collection Account in
accordance with Section 4.3 of the Agreement);
(iii) an amount equal to the Class A Investor Default
Amount for such Distribution Date shall be treated as a
portion of Available Principal Collections for such
Distribution Date; and
(iv) the balance, if any, shall constitute Excess
Spread and shall be allocated and distributed or deposited
as set forth in Section 4.7.
(b) On each Distribution Date, an amount equal to the
Class B Available Funds with respect to such Distribution Date
will be distributed or deposited in the following priority:
(i) 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 distributed to Class
B Certificateholders on a prior Distribution Date, plus the
amount of any Class B Additional Interest for such
Distribution Date and any Class B Additional Interest
previously due but not distributed to Class B
Certificateholders on a prior Distribution Date, shall be
distributed to the Paying Agent for payment to Class B
Certificateholders;
(ii) if the Bank or an Affiliate of the Bank is no
longer the Servicer, an amount equal to the Class B
Servicing Fee for such Distribution Date, plus the amount of
any Class B Servicing Fee previously due but not distributed
to the Servicer on a prior Distribution Date, shall be
distributed to the Servicer (unless such amount has been
netted against deposits to the Collection Account in
accordance with Section 4.3 of the Agreement); and
(iii) the balance, if any, shall constitute Excess
Spread and shall be allocated and distributed or deposited
as set forth in Section 4.7.
(c) On each Distribution Date, an amount equal to the
Collateral Available Funds with respect to such Distribution Date
will be distributed or deposited in the following priority:
(i) if the Bank or an Affiliate of the Bank is no
longer the Servicer, an amount equal to the Collateral
Servicing Fee for such Distribution Date, plus the amount of
any Collateral Servicing Fee previously due but not
distributed to the Servicer on a prior Distribution Date,
shall be distributed to the Servicer (unless such amount has
been netted against deposits to the Collection Account in
accordance with Section 4.3 of the Agreement); and
(ii) the balance, if any, shall constitute Excess
Spread and shall be allocated and distributed or deposited
as set forth in Section 4.7.
(d) On each Distribution Date with respect to the
Revolving Period, an amount equal to the Available Principal
Collections deposited in the Collection Account for the related
Monthly Period shall be distributed in the following order of
priority:
(i) an amount equal to the Collateral Monthly Principal
shall be paid to the Collateral Interest Holder for
application in accordance with the Loan Agreement; and
(ii) the balance of such Available Principal
Collections shall be treated as Shared Principal Collections
and applied in accordance with Section 4.4 of the Agreement.
(e) On each Distribution Date with respect to the
Controlled Accumulation Period, an amount equal to the Available
Principal Collections deposited in the Collection Account for the
related Monthly Period shall be distributed in the following
order of priority:
(i) an amount equal to the lesser of (x) the Controlled
Deposit Amount and (y) the sum of the Class A Adjusted
Invested Amount and the Class B Adjusted Invested Amount
shall be deposited in the Principal Funding Account;
(ii) for each Distribution Date prior to the
Distribution Date on which the Class B Invested Amount is
paid in full, in which a reduction in the Required
Enhancement Amount has occurred, an amount equal to the
Collateral Monthly Principal shall be paid to the Collateral
Interest Holder for application in accordance with the Loan
Agreement.
(iii) for each Distribution Date beginning on the
Distribution Date on which the Class B Invested Amount shall
have been paid in full, an amount up to the Collateral
Invested Amount shall be paid to the Collateral Interest
Holder for application in accordance with the Loan
Agreement; and
(f) On each Distribution Date with respect to the Early
Amortization Period, an amount equal to Available Principal
Collections deposited in the Collection Account for the related
Monthly Period shall be distributed or deposited in the following
order of priority:
(i) an amount up to the Class A Adjusted Invested
Amount on such Distribution Date shall be deposited in the
Principal Funding Account for distribution to the Class A
Certificateholders;
(ii) for each Distribution Date beginning on the
Distribution Date on which the Class A Invested Amount is
paid in full, an amount up to the Class B Adjusted Invested
Amount on such Distribution Date shall be deposited in the
Principal Funding Account for distribution to the Class B
Certificateholders;
(iii) for each Distribution Date beginning on the
Distribution Date on which the Class B Invested Amount is
paid in full, an amount up to the Collateral Invested Amount
on such Distribution Date shall be paid to the Collateral
Interest Holder for application in accordance with the Loan
Agreement; and
(iv) for each Distribution Date, after giving effect to
paragraphs (i), (ii) and (iii) above, an amount equal to the
balance, if any, of such Available Principal Collections
will be treated as Shared Principal Collections and applied
in accordance with Section 4.4 of the Agreement.
Section 4.6. Defaulted Amounts; Investor Charge-Offs.
(a) On each Determination Date, the Servicer shall
calculate the Class A Investor Default Amount, if any, for the
related Distribution Date. If, on any Distribution Date, the
Class A Required Amount for the related Monthly Period exceeds
the sum of (x) the amount of Reallocated Principal Collections
allocated to Series 1997-1 with respect to such Monthly Period,
(y) the amount of Excess Spread and the Excess Finance Charge
Collections allocable to Series 1997-1 with respect to such
Monthly Period and (z) the Available Cash Collateral Amount, the
Collateral Invested Amount (after giving effect to any reductions
for any Collateral Charge-Offs pursuant to subsection 4.6(c) and
Reallocated Principal Collections pursuant to Section 4.8 on such
Distribution Date), if any, will be reduced by the amount of such
excess, but not by more than the Class A Investor Default Amount
for such Distribution Date. In the event that such reduction
would cause the Collateral Invested Amount to be a negative
number, the Collateral Invested Amount will be reduced to zero
and the Class B Invested Amount (after giving effect to
reductions for any Class B Investor Charge-Offs pursuant to
subsection 4.6(b) and any Reallocated Class B Principal
Collections pursuant to Section 4.8 for which the Collateral
Invested Amount was not reduced on such Distribution Date) shall
be reduced by the amount by which the Collateral Invested Amount
would have been reduced below zero (but not by more than the
excess, if any, of the Class A Investor Default Amount for such
Distribution Date over the amount of such reduction, if any, of
the Collateral Invested Amount with respect to such Distribution
Date). In the event that such reduction would cause the Class B
Invested Amount to be a negative number, the Class B Invested
Amount shall be reduced to zero, and the Class A Invested Amount
shall be reduced by the amount by which the Class B Invested
Amount (after giving effect to such reductions) would have been
reduced below zero, but not by more than the excess, if any, of
the Class A Investor Default Amount for such Distribution Date
over the aggregate amount of the reductions, if any, of the
Collateral Invested Amount and the Class B Invested Amount for
such Distribution Date (a "Class A Investor Charge-Off"). Class
A Investor Charge-Offs shall thereafter be reimbursed and the
Class A Invested Amount increased (but not by an amount in excess
of the aggregate unreimbursed Class A Investor Charge-Offs) on
any Distribution Date by the amount of Excess Spread and Excess
Finance Charge Collections allocated and available for that
purpose pursuant to subsection 4.7(b).
(b) On each Determination Date, the Servicer shall
calculate the Class B Investor Default Amount, if any, for the
related Distribution Date. If, on any Distribution Date, the
Class B Required Amount for such Distribution Date exceeds the
sum of (x) the amount of Excess Spread and Excess Finance Charge
Collections allocated to Series 1997-1 with respect to the
related Monthly Period which are allocated and available to pay
such amount pursuant to subsection 4.7(c), (y) the Reallocated
Principal Collections allocable to the Collateral Interest and
not allocated to pay the Class A Required Amount pursuant to
subsection 4.8(a) with respect to such Distribution Date and (z)
the Available Cash Collateral Amount (after giving effect to any
reductions thereto pursuant to subsection 4.6(a)), then the
Collateral Invested Amount (after giving effect to any reductions
for any Collateral Charge-Offs pursuant to subsection 4.6(c) and
for Reallocated Collateral Principal Collections pursuant to
Section 4.8 and any reductions pursuant to subsection 4.6(a) on
such Distribution Date) shall be reduced by the amount of such
excess. In the event that such reduction would cause the
Collateral Invested Amount (after giving effect to any reductions
for any Collateral Charge-Offs pursuant to subsection 4.6(c) and
for Reallocated Collateral Principal Collections pursuant to
Section 4.8 and any reductions pursuant to subsection 4.6(a) on
such Distribution Date) to be a negative number, the Collateral
Invested Amount shall be reduced to zero, and the Class B
Invested Amount (after giving effect to any reductions for Class
B Investor Charge-Offs pursuant to subsection 4.6(b), any
Reallocated Class B Principal Collections pursuant to Section
4.8 for which the Collateral Invested Amount was not reduced on
such Distribution Date and for any reductions pursuant to
subsection 4.6(a)) shall be reduced by the amount by which the
Collateral Invested Amount would have been reduced below zero,
but not by more than the excess, if any, of the Class B Investor
Default Amount for such Distribution Date over the amount of such
reduction, if any, of the Collateral Invested Amount with respect
to such Distribution Date (a "Class B Investor Charge-Off").
Class B Investor Charge-Offs shall thereafter be reimbursed and
the Class B Invested Amount increased (but not by an amount in
excess of the aggregate unreimbursed Class B Investor
Charge-Offs) on any Distribution Date by the amount of Excess
Spread and Excess Finance Charge Collections allocated and
available for that purpose pursuant to subsection 4.7(e).
(c) On each Determination Date, the Servicer shall
calculate the Collateral Default Amount. If on any Distribution
Date the Collateral Default Amount for the previous Monthly
Period exceeds the sum of (x) the amount of Excess Spread and
Excess Finance Charge Collections allocated to Series 1997-1 with
respect to the related Monthly Period which are allocated and
available to pay such amount pursuant to subsection 4.7(h) and
(y) the Available Cash Collateral Amount (after giving effect to
any reductions thereto pursuant to subsections 4.(6)(a) and
4.6(b)), the Collateral Invested Amount (after giving effect to
any reductions for any Collateral Charge-Offs pursuant to
subsection 4.6(c) and any reductions in respect of Reallocated
Collateral Principal Collections pursuant to Section 4.8 on such
Distribution Date and any reductions pursuant to subsections
4.6(a) and 4.6(b)) will be reduced by the amount of such excess
but not by more than the lesser of the Collateral Default Amount
and the Collateral Invested Amount for such Distribution Date (a
"Collateral Charge-Off"). The Collateral Invested Amount will be
reimbursed after any reduction pursuant to this Section 4.6 on
any Distribution Date by the amount of Excess Spread and Excess
Finance Charge Collections allocated and available on such
Distribution date for that purpose as described under subsection
4.7(i).
Section 4.7. Excess Spread; Excess Finance Charge
Collections. The Servicer shall apply, or shall cause the
Trustee to apply by written instruction to the Trustee, on each
Distribution Date, Excess Spread and Excess Finance Charge
Collections allocated to Series 1997-1 with respect to the
related Monthly Period, to make the following distributions or
deposits in the following order of priority:
(a) an amount equal to the Class A Required Amount, if
any, with respect to such Distribution Date shall be distributed
by the Trustee to fund the Class A Required Amount in accordance
with, and in the priority set forth in, subsections 4.5(a)(i),
(ii) and (iii);
(b) an amount equal to the aggregate amount of Class A
Investor Charge-Offs which have not been previously reimbursed
shall be treated as a portion of Available Principal Collections
for such Distribution Date;
(c) an amount equal to the Class B Required Amount, if
any, with respect to such Distribution Date will be used to fund
the Class B Required Amount and be applied first in accordance
with, and in the priority set forth in, subsections 4.5(b) (i)
and (ii) and then any remaining amount up to the amount of the
Class B Investor Default Amount shall be treated as a portion of
Available Principal Collections for such Distribution Date;
(d) an amount equal to the difference, if any, between
(x) the product of (i) (A) a fraction, the numerator of which is
the actual number of days in the period from (and including) the
immediately preceding Distribution Date (or in the case of the
first Distribution Date, the Closing Date) to (but excluding)
such Distribution Date and the denominator of which is 360, times
(B) the Class B Certificate Rate and (ii) the outstanding
principal balance of the Class B Invested Certificates as of the
close of business on the last day of the preceding Monthly Period
and (y) the amount distributed to the Paying Agent for payment to
the Class B Certificateholders pursuant to subsection 4.5(b)(i)
(e) an amount equal to the aggregate amount by which
the Class B Invested Amount has been reduced pursuant to clauses
(c), (d) and (e) of the definition of "Class B Invested Amount"
in Section 2.1 of this Supplement (but not in excess of the
aggregate amount of such reductions which have not been
previously reimbursed) shall be treated as a portion of Available
Principal Collections for such Distribution Date;
(f) an amount equal to Collateral Monthly Interest for
such Distribution Date, plus the amount of any Collateral Monthly
Interest previously due but not distributed to the Collateral
Interest Holder on a prior Distribution Date, plus the amount of
any Collateral Additional Interest for such Distribution Date and
any Collateral Additional Interest previously due but not
distributed to the Collateral Interest Holder on a prior
Distribution Date, shall be distributed to the Collateral
Interest Holder for application in accordance with the Loan
Agreement;
(g) an amount equal to the Monthly Servicing Fee for
such Distribution Date that has not been paid to the Servicer and
any Monthly Servicing Fee due but not paid to the Servicer on a
prior Distribution Date shall be paid to the Servicer;
(h) an amount equal to the Collateral Default Amount,
if any, for such Distribution Date shall be treated as a portion
of Available Principal Collections for such Distribution Date;
(i) an amount equal to the aggregate amount by which
the Collateral Invested Amount has been reduced pursuant to
clauses (c), (d) and (e) of the definition of "Collateral
Invested Amount" (but not in excess of the aggregate amount of
such reductions which have not been previously reimbursed) shall
be treated as a portion of Available Principal Collections for
such Distribution Date;
(j) an amount up to the excess, if any, of the Required
Cash Collateral Amount over the amount that would otherwise
remain in the Cash Collateral Account shall be deposited into the
Cash Collateral Account;
(k) on each Distribution Date from and after the
Reserve Account Funding Date, but prior to the date on which the
Reserve Account terminates pursuant to subsection 4.12(f), an
amount up to the excess, if any, of the Required Reserve Account
Amount over the Available Reserve Account Amount shall be
deposited into the Reserve Account;
(l) an amount equal to the aggregate of any other
amounts then required to be applied pursuant to the Loan
Agreement (to the extent such amounts are required to be applied
pursuant to the Loan Agreement out of Excess Spread and Excess
Finance Charge Collections) shall be distributed to the
Collateral Interest Holder for application in accordance with the
Loan Agreement; and
(m) the balance, if any, will constitute a portion of
Excess Finance Charge Collections for such Distribution Date and
will be available for allocation to other Series or to the
Holders of the Transferor Certificates as described in Section
4.5 of the Agreement.
Section 4.8. Reallocated Principal Collections. On
each Distribution Date, the Servicer shall apply, or shall cause
the Trustee to apply, Reallocated Principal Collections with
respect to such Distribution Date, to make the following
distributions or deposits in the following order of priority:
(a) an amount equal to the excess, if any, of (i) the
Class A Required Amount, if any, with respect to such
Distribution Date over (ii) the amount of Excess Spread and
Excess Finance Charge Collections allocated to Series 1997-1
with respect to the related Monthly Period and the Available
Cash Collateral Amount with respect to such Distribution
Date shall be distributed by the Trustee to fund any
deficiency pursuant to and in the priority set forth in
subsections 4.5(a)(i), (ii) and (iii); and
(b) an amount equal to the excess, if any, of (i) the
Class B Required Amount, if any, with respect to such
Distribution Date over (ii) the amount of Excess Spread and
Excess Finance Charge Collections and the portion of the
Available Cash Collateral Amount allocated and available to
the Class B Certificates pursuant to subsection 4.7(c) and
subsection 4.16(e) on such Distribution Date shall be
applied first to fund any deficiency pursuant to subsections
4.5(b)(i) and (ii) and then to fund any deficiency pursuant
to and in the priority set forth in subsection 4.7(c).
On each Distribution Date, the Collateral Invested
Amount shall be reduced by the amount of Reallocated Principal
Collections for such Distribution Date. In the event that such
reduction would cause the Collateral Invested Amount (after
giving to any Collateral Charge-Offs for such Distribution Date)
to be a negative number, the Collateral Invested Amount (after
giving effect to any Collateral Charge-Offs for such Distribution
Date) shall be reduced to zero and the Class B Invested Amount
shall be reduced by the amount by which the Collateral Invested
Amount would have been reduced below zero. In the event that the
reallocation of Reallocated Principal Collections would cause the
Class B Invested Amount (after giving effect to any Class B
Investor Charge-Offs for such Distribution Date) to be a negative
number on any Distribution Date, Reallocated Principal
Collections shall be reallocated on such Distribution Date in an
aggregate amount not to exceed the amount which would cause the
Class B Invested Amount (after giving to any Class B Investor
Charge-Offs for such Distribution Date) to be reduced to zero.
References to "negative numbers" above shall be determined
without regard to the requirement that the Invested Amount of a
Class not be reduced below zero.
Section 4.9. Excess Finance Charge Collections.
Series 1997-1 shall be an Excess Allocation Series. Subject to
Section 4.5 of the Agreement, Excess Finance Charge Collections
with respect to the Excess Allocation Series for any Distribution
Date will be allocated to Series 1997-1 in an amount equal to the
product of (x) the aggregate amount of Excess Finance Charge
Collections with respect to all the Excess Allocation Series for
such Distribution Date and (y) a fraction, the numerator of which
is the Finance Charge Shortfall for Series 1997-1 for such
Distribution Date and the denominator of which is the aggregate
amount of Finance Charge Shortfalls for all the Excess Allocation
Series for such Distribution Date. The "Finance Charge
Shortfall" for Series 1997-1 for any Distribution Date will be
equal to the excess, if any, of (a) the full amount required to
be paid, without duplication, pursuant to subsections 4.5(a),
4.5(b) and 4.5(c) and subsections 4.7(a) through (j) on such
Distribution Date over (b) the sum of (i) the Reallocated
Investor Finance Charge Collections, (ii) if such Monthly Period
relates to a Distribution Date with respect to the Controlled
Accumulation Period or Early Amortization Period, the amount of
Principal Funding Investment Proceeds, if any, with respect to
such Distribution Date and (iii) the amount of funds, if any, to
be withdrawn from the Reserve Account which, pursuant to
subsection 4.12(d), are required to be included in Class A
Available Funds with respect to such Distribution Date.
Section 4.10. Reallocated Investor Finance Charge
Collections.
(a) That portion of Group I Investor Finance Charge
Collections for any Distribution Date equal to the amount of
Reallocated Investor Finance Charge Collections for such
Distribution Date will be allocated to Series 1997-1 and will be
distributed as set forth in this Supplement.
(b) Reallocated Investor Finance Charge Collections
with respect to any Distribution Date shall equal the sum of (i)
the aggregate amount of Series 1997-1 Monthly Interest, Investor
Default Amount, Series 1997-1 Monthly Fees and Series 1997-1
Additional Amounts for such Distribution Date and (ii) that
portion of excess Group I Investor Finance Charge Collections to
be included in Reallocated Investor Finance Charge Collections
pursuant to subsection (c) hereof; provided, however, that if the
amount of Group I Investor Finance Charge Collections for such
Distribution Date is less than the sum of (w) Group I Investor
Monthly Interest, (x) Group I Investor Default Amount, (y) Group
I Investor Monthly Fees and (z) Group I Investor Additional
Amounts, then Reallocated Investor Finance Charge Collections
shall equal the sum of the following amounts for such
Distribution Date:
(A) The product of (I) Group I Investor Finance Charge
Collections (up to the amount of Group I Investor Monthly
Interest) and (II) a fraction, the numerator of which is
Series 1997-1 Monthly Interest and the denominator of which
is Group I Investor Monthly Interest;
(B) the product of (I) Group I Investor Finance Charge
Collections less the amount of Group I Investor Monthly
Interest (up to the Group I Investor Default Amount) and
(II) a fraction, the numerator of which is the Investor
Default Amount and the denominator of which is the Group I
Investor Default Amount;
(C) the product of (I) Group I Investor Finance Charge
Collections less the amount of Group I Investor Monthly
Interest and the Group I Investor Default Amount (up to
Group I Investor Monthly Fees) and (II) a fraction, the
numerator of which is Series 1997-1 Monthly Fees and the
denominator of which is Group I Investor Monthly Fees; and
(D) the product of (I) Group I Investor Finance Charge
Collections less the sum of (i) Group I Investor Monthly
Interest, (ii) the Group I Investor Default Amount and (iii)
Group I Investor Monthly Fees and (II) a fraction, the
numerator of which is Series 1997-1 Additional Amounts and
the denominator of which is Group I Investor Additional
Amounts.
(c) If the amount of Group I Investor Finance Charge
Collections for such Distribution Date exceeds the sum of (i)
Group I Investor Monthly Interest, (ii) Group I Investor Default
Amount, (iii) Group I Investor Monthly Fees and (iv) Group I
Investor Additional Amounts, then Reallocated Investor Finance
Charge Collections for such Distribution Date shall include an
amount equal to the product of (x) the amount of such excess and
(y) a fraction, the numerator of which is the Invested Amount as
of the last day of the second preceding Monthly Period and the
denominator of which is the sum of such Invested Amount and the
aggregate invested amounts for all other Series included in Group
I as of such last day.
Section 4.11. Shared Principal Collections. Subject
to Section 4.4 of the Agreement, Shared Principal Collections for
any Distribution Date will be allocated to Series 1997-1 in an
amount equal to the product of (x) the aggregate amount of Shared
Principal Collections with respect to all Principal Sharing
Series for such Distribution Date and (y) a fraction, the
numerator of which is the Series 1997-1 Principal Shortfall for
such Distribution Date and the denominator of which is the
aggregate amount of Principal Shortfalls for all the Series which
are Principal Sharing Series for such Distribution Date. The
"Series 1997-1 Principal Shortfall" will be equal to (a) for any
Distribution Date with respect to the Revolving Period, zero, (b)
for any Distribution Date with respect to the Controlled
Accumulation Period, the excess, if any, of the Controlled
Deposit Amount with respect to such Distribution Date over the
amount of Available Principal Collections for such Distribution
Date (excluding any portion thereof attributable to Shared
Principal Collections) and (c) for any Distribution Date with
respect to the Early Amortization Period, the excess, if any, of
the Invested Amount over the amount of Available Principal
Collections for such Distribution Date (excluding any portion
thereof attributable to Shared Principal Collections).
Section 4.12. Reserve Account.
(a) The Servicer shall establish and maintain, in the
name of the Trustee, on behalf of the Trust, for the benefit of
the Class A Certificateholders and the Collateral Interest
Holder, an Eligible Deposit Account (the "Reserve Account")
bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Class A
Certificateholders and the Collateral Interest Holder. The
Reserve Account shall initially be established with the Trustee.
The Trustee shall possess all right, title and interest in all
funds on deposit from time to time in the Reserve Account and in
all proceeds thereof. The Reserve Account shall be under the
sole dominion and control of the Trustee for the benefit of the
Class A Certificateholders and the Collateral Interest Holder.
If at any time the Reserve Account ceases to be an Eligible
Deposit Account, the Trustee (or the Servicer on its behalf)
shall within 10 Business Days (or such longer period, not to
exceed 30 calendar days, as to which each Rating Agency shall
consent) establish a new Reserve Account meeting the conditions
specified above as an Eligible Deposit Account, and shall
transfer any cash or any investments to such new Reserve Account.
The Trustee, at the direction of the Servicer, shall (i) make
withdrawals from the Reserve Account from time to time in an
amount up to the Available Reserve Account Amount at such time,
for the purposes set forth in this Supplement, and (ii) on each
Distribution Date (from and after the Reserve Account Funding
Date) prior to the termination of the Reserve Account make a
deposit into the Reserve Account in the amount specified in, and
otherwise in accordance with, subsection 4.7(j).
(b) Funds on deposit in the Reserve Account shall be
invested at the written direction of the Servicer by the Trustee
in Eligible Investments. Funds on deposit in the Reserve Account
on any Transfer Date, after giving effect to any withdrawals from
the Reserve Account on such Transfer Date, shall be invested in
such investments that will mature so that such funds will be
available for withdrawal on or prior to the following Transfer
Date. The Trustee shall maintain for the benefit of the Class A
Certificateholders and the Collateral Interest Holder possession
of the negotiable instruments or securities, if any, evidencing
such Eligible Investments. No such Eligible Investment shall be
disposed of prior to its maturity; provided, however, that the
Trustee may sell, liquidate or dispose of any such 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. On each Distribution Date, all interest and earnings
(net of losses and investment expenses) accrued since the
preceding Distribution Date on funds on deposit in the Reserve
Account shall be retained in the Reserve Account (to the extent
that the Available Reserve Account Amount is less than the
Required Reserve Account Amount) and the balance, if any, shall
be deposited in the Collection Account and treated as collections
of Finance Charge Receivables allocable to Series 1997-1. For
purposes of determining the availability of funds or the balance
in the Reserve Account for any reason under this Supplement,
except as otherwise provided in the preceding sentence,
investment earnings on such funds shall be deemed not to be
available or on deposit.
(c) On the Determination Date preceding each
Distribution Date with respect to the Controlled Accumulation
Period and the first Distribution Date with respect to the Early
Amortization Period, the Servicer shall calculate the "Reserve
Draw Amount" which shall be equal to the excess, if any, of the
Covered Amount with respect to such Distribution Date over the
Principal Funding Investment Proceeds with respect to such
Distribution Date; provided, that such amount shall be reduced to
the extent that funds otherwise would be available for deposit in
the Reserve Account under subsection 4.7(j) with respect to such
Distribution Date.
(d) In the event that for any Distribution Date the
Reserve Draw Amount is greater than zero, the Reserve Draw
Amount, up to the Available Reserve Account Amount, shall be
withdrawn from the Reserve Account on the related Transfer Date
by the Trustee (acting in accordance with the instructions of the
Servicer), deposited into the Collection Account and included in
Class A Available Funds for such Distribution Date.
(e) In the event that the Reserve Account Surplus on
any Distribution Date, after giving effect to all deposits to and
withdrawals from the Reserve Account with respect to such
Distribution Date, is greater than zero, the Trustee, acting in
accordance with the written instructions of the Servicer, shall
withdraw from the Reserve Account, and pay to the Collateral
Interest Holder for application in accordance with the Loan
Agreement, an amount equal to such Reserve Account Surplus.
(f) Upon the earliest to occur of (i) the day on which
the Invested Amount is paid in full to the Series 1997-1
Certificateholders, (ii) if the Controlled Accumulation Period
has not commenced, the occurrence of a Pay Out Event with respect
to Series 1997-1, (iii) if the Controlled Accumulation Period has
commenced, the earlier with the first Distribution Date with
respect to the Early Amortization Period and the Class A
Scheduled Payment Date and (iv) the termination of the Trust
pursuant to the Agreement, the Trustee, acting in accordance with
the instructions of the Servicer, after the prior payment of all
amounts owing to the Class A Certificateholders which are payable
from the Reserve Account as provided herein, shall withdraw from
the Reserve Account and pay to the Collateral Interest Holder for
application in accordance with the Loan Agreement all amounts, if
any, on deposit in the Reserve Account and the Reserve Account
shall be deemed to have terminated for purposes of this
Supplement.
Section 4.13. Determination of LIBOR.
(a) On each LIBOR Determination Date, the Trustee shall
determine LIBOR on the basis of the rate for deposits in United
States dollars for a period equal to the relevant Interest Period
which appears on Telerate Page 3750 as of 11:00 a.m., London
time, on such date. If such rate does not appear on Telerate
Page 3750, the rate for that LIBOR Determination Date shall be
determined on the basis of the rates at which deposits in United
States dollars 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 for a period equal to the relevant
Interest Period. The Trustee shall request the principal London
office of each of the Reference Banks to provide a quotation of
its rate. If at least two such quotations are provided, the rate
for that LIBOR Determination Date shall be the arithmetic mean of
the quotations. If fewer than two quotations are provided as
requested, the rate for that LIBOR Determination Date will be the
arithmetic mean of the rates quoted by major banks in New York
City, selected by the Servicer, at approximately 11:00 a.m., New
York City time, on that day for loans in United States dollars to
leading European banks for a period equal to the relevant
Interest Period.
Upon such determination, the Trustee shall notify the
Servicer of LIBOR for such LIBOR Determination Date.
(b) The Servicer shall determine, and promptly notify
the Trustee of, the Class A Certificate Rate and the Class B
Certificate Rate for the applicable Interest Period. The Class A
Certificate Rate and Class B Certificate Rate applicable to the
then current and the immediately preceding Interest Periods may
be obtained by any Investor Certificateholder by telephoning the
Trustee at its Corporate Trust Office at (___) ________.
(c) On each LIBOR Determination Date prior to 3:00 p.m.
New York City time, the Trustee shall send to the Servicer by
facsimile, notification of LIBOR for the following Interest
Period.
Section 4.14. Investment Instructions. Any investment
instructions required to be given to the Trustee pursuant to the
terms hereof must be given to the Trustee no later than 10:00
a.m. (New York time) on the date such investment is to be made.
In the event the Trustee receives such investment instruction
later than such time, the Trustee may, but shall have no
obligation to, make such investment. In the event the Trustee is
unable to make an investment required in an investment
instruction received by the Trustee after 10:00 a.m. on such day,
such investment shall be made by the Trustee on the next
succeeding Business Day. In no event shall the Trustee be liable
for any investment not made pursuant to investment instructions
received after 10:00 a.m. on the day such investment is requested
to be made.
Section 4.15. Yield Supplement Account.
(a) The Servicer shall establish and maintain, in the
name of the Trustee, on behalf of the Trust, for the benefit of
the Series 1997-1 Certificateholders, an Eligible Deposit Account
(the "Yield Supplement Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the
benefit of the Series 1997-1 Certificateholders. The Servicer
does hereby transfer, assign, set over and otherwise convey to
the Trustee for the benefit of the Series 1997-1
Certificateholders, without recourse, all of its right, title and
interest in, to and under the Yield Supplement Account, any
Eligible Investments on deposit therein and any proceeds of the
foregoing. The Yield Supplement Account shall initially be
established with the Trustee. The Trustee shall possess all
right, title and interest in all funds on deposit from time to
time in the Yield Supplement Account and in all proceeds thereof.
The Yield Supplement Account shall be under the sole dominion and
control of the Trustee for the benefit of the Series 1997-1
Certificateholders. If, at any time, the Yield Supplement
Account ceases to be an Eligible Deposit Account, the Servicer
shall direct the Trustee to establish within 10 Business Days (or
such longer period, not to exceed 30 calendar days, as to which
each Rating Agency shall consent) a new Yield Supplement Account
meeting the conditions specified above, transfer any cash and/or
any investments from the old Yield Supplement Account to such new
Yield Supplement Account and from the date such new Yield
Supplement Account is established, it shall be the "Yield
Supplement Account." In addition, after five-days notice to the
Trustee, the Servicer may direct the Trustee to establish a new
Yield Supplement Account meeting the conditions specified above,
transfer any cash and/or investments from the old Yield
Supplement Account to such new Yield Supplement Account and from
the date such new Yield Supplement Account is established, it
shall be the "Yield Supplement Account." Pursuant to the
authority granted to the Servicer in subsection 3.1(b) of the
Agreement, the Servicer shall have the power, revocable by the
Trustee, to make withdrawals and payments or to instruct the
Trustee to make withdrawals and payments from the Yield
Supplement Account for the purposes of carrying out the
Servicer's or the Trustee's duties hereunder.
(b) On the Closing Date, the Bank shall deposit
$_______________, in immediately available funds, from the
proceeds of the issuance and sale of the Series 1997-1
Certificates into the Yield Supplement Account (the "Initial
Yield Supplement Deposit"). On each Distribution Date commencing
with the September 17,1997 Distribution Date, the Trustee, acting
in accordance with the written instructions of Servicer, shall
withdraw from the Yield Supplement Account and deposit to the
Collection Account an amount equal to the Yield Supplement Draw
Amount. The Yield Supplement Draw Amount so deposited on any
such Distribution Date shall be deemed to be Collections of
Finance Charge Receivables allocated to the Series 1997-1
Certificates.
(c) Funds on deposit in the Yield Supplement Account
shall be invested at the written direction of the Servicer by the
Trustee in Eligible Investments. Funds on deposit in the Yield
Supplement Account on the Closing Date and thereafter shall be
invested in Eligible Investments that will mature so that such
funds will be available for withdrawal on each of the Business
Days preceding the Transfer Dates on which withdrawals from the
Yield Supplement Account are scheduled to be made pursuant to
Section 4.15(b). As long as the Trustee shall have complied and
be in compliance with the terms of the Agreement, the Trustee
shall not be liable for any insufficiency of amounts available in
the Yield Supplement Account resulting from losses in connection
with Eligible Investments.
Section 4.16. Cash Collateral Account.
(a) The Servicer shall establish and maintain, in the
name of the Trustee, on behalf of the Trust, for the benefit of
the Series 1997-1 Certificateholders, an Eligible Deposit Account
(the "Cash Collateral Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the
benefit of the Series 1997-1 Certificateholders. The Servicer
does hereby transfer, assign, set over and otherwise convey to
the Trustee for the benefit of the Series 1997-1
Certificateholders, without recourse, all of its right, title and
interest in, to and under the Cash Collateral Account, any
Eligible Investments on deposit therein and any proceeds of the
foregoing. The Cash Collateral Account shall initially be
established with the Trustee. The Trustee shall possess all
right, title and interest in all funds on deposit from time to
time in the Cash Collateral Account and in all proceeds thereof.
The Cash Collateral Account shall be under the sole dominion and
control of the Trustee for the benefit of the Series 1997-1
Certificateholders. If, at any time, the Cash Collateral Account
ceases to be an Eligible Deposit Account, the Servicer shall
direct the Trustee to establish within 10 Business Days (or such
longer period, not to exceed 30 calendar days, as to which each
Rating Agency shall consent) a new Cash Collateral Account
meeting the conditions specified above, transfer any cash and/or
any investments from the old Cash Collateral Account to such new
Cash Collateral Account and from the date such new Cash
Collateral Account is established, it shall be the "Cash
Collateral Account." In addition, after five-days notice to the
Trustee, the Servicer may direct the Trustee to establish a new
Cash Collateral Account meeting the conditions specified above,
transfer any cash and/or investments from the old Cash Collateral
Account to such new Cash Collateral Account and from the date
such new Cash Collateral Account is established, it shall be the
"Cash Collateral Account." Pursuant to the authority granted to
the Servicer in subsection 3.1(b) of the Agreement, the Servicer
shall have the power, revocable by the Trustee, to make
withdrawals and payments or to instruct the Trustee to make
withdrawals and payments from the Cash Collateral Account for the
purposes of carrying out the Servicer's or the Trustee's duties
hereunder.
(b) On the Closing Date, the Bank shall deposit
$__________, in immediately available funds, from the proceeds of
the issuance and sale of the Series 1997-1 Certificates into the
Cash Collateral Account (the "Initial Cash Collateral Deposit").
(c) Funds on deposit in the Cash Collateral Account on
any Distribution Date, after giving effect to any withdrawals
from the Cash Collateral Account on such Distribution Date, shall
be invested in such Eligible Investments that will mature so that
such funds will be available for withdrawal on or prior to the
following Distribution Date. The Trustee shall maintain for the
benefit of the Series 1997-1 Certificateholders possession of the
negotiable instruments or securities, if any, evidencing such
Eligible Investments. No Eligible Investment shall be disposed
of prior to its maturity. On each Distribution Date, all
interest and earnings (net of losses and investment expenses)
accrued since the preceding Distribution Date on funds on deposit
in the Cash Collateral Account shall be retained in the Cash
Collateral Account to the extent the amount on deposit therein is
less than the Required Cash Collateral Amount, or deposited in
the Collection Account and treated as collections of Finance
Charge Receivables allocable to Series 1997-1.
(d) On each Determination Date, the Servicer shall
calculate the "Required Draw Amount" which shall be equal to the
amount payable from the Cash Collateral Account (up to the
Available Cash Collateral Amount) to fund any deficiency in that
order of priority in respect of (i) the Class A Required Amount
pursuant to subsection 4.7(a), (ii) the Class B Required Amount
pursuant to subsection 4.7(c), or (iii) the Collateral Required
Amount pursuant to subsections 4.7 (f) and (h) .
(e) In the event that for any Distribution Date the
Required Draw Amount is greater than zero, the Required Draw
Amount, up to the Available Cash Collateral Amount, shall be
withdrawn from the Cash Collateral Account on such Distribution
Date by the Trustee (acting in accordance with the instructions
of the Servicer), and applied in that order of priority in
accordance with subsections 4.7(a), (c), (f) and (h).
(f) In the event that the amount on deposit in the Cash
Collateral Account on any Distribution Date, after giving effect
to all deposits to, and withdrawals from, the Cash Collateral
Account with respect to such Distribution Date, is greater than
the Required Cash Collateral Amount, the Trustee, acting in
accordance with the instructions of the Servicer, shall withdraw
such excess from the Cash Collateral Account, and pay such excess
to the [Collateral Interest Holder for application in accordance
with the Loan Agreement].
(g) Pursuant to the terms of and subject to the
limitations contained in subsection [___________] of the Loan
Agreement, the Transferor may on any Distribution Date elect to
cause an additional deposit to be made into the Cash Collateral
Account (each such deposit, an "Optional Deposit"). The
Transferor may cause any such deposit to be made on a
Distribution Date after forwarding notice of such deposit
(including the amount thereof) to the Trustee. Any such deposit
shall be deemed to be available in the Cash Collateral Account
for purposes of calculating the amount of Collateral Monthly
Principal for such Distribution Date, but shall not be included
in the Available Cash Collateral Amount for such Distribution
Date, but shall be included in the Available Cash Collateral
Amount for the subsequent Distribution Date.
(h) The Transferor, at its option, may, at any time
following the occurrence of a Conversion Event and prior to the
commencement of the Early Amortization Period, elect to cause
Collateral Monthly Principal with respect to a Distribution Date
to be deposited into the Cash Collateral Account (each such
deposit, a "Conversion Deposit"); provided, however, that the
Rating Agency Condition shall have been satisfied. The
Transferor may cause any such deposit to be made on a
Distribution Date after forwarding notice of such deposit to the
Trustee. Any such deposit shall not be included in the Available
Cash Collateral Amount for such Distribution Date, but shall be
included in the Available Cash Collateral Amount for the
subsequent Distribution Date.
ARTICLE V
Distributions and Reports to
Series 1997-1 Certificateholders
Section 5.1. Distributions.
(a) On each Distribution Date, the Paying Agent shall
distribute to each Class A Certificateholder of record on the
related Record Date (other than as provided in Section 12.2 of
the Agreement) such Class A Certificateholder's pro rata share of
the amounts on deposit in the Collection Account or otherwise
held by the Paying Agent that are allocated and available on such
Distribution Date to pay Class A Monthly Interest and any Class A
Additional Interest pursuant to subsection 4.5(a)(i).
(b) On the Class A Scheduled Final Payment Date, the
Paying Agent shall distribute to each Class A Certificateholder
of record on the related Record Date (other than as provided in
Section 12.2 of the Agreement) such Class A Certificateholder's
pro rata share of the amounts on deposit in the Principal Funding
Account or otherwise held by the Paying Agent that are allocated
and available on such date to pay principal of the Class A
Certificates pursuant to subsections 4.5(e)(i) or 4.5(f)(i) up to
a maximum amount on any such date equal to the Class A Invested
Amount on such date (unless there has been an optional repurchase
of the Series 1997-1 Certificateholders' Interest pursuant to
Section 10.1 of the Agreement, in which event the foregoing
limitation will not apply).
(c) On each Distribution Date, the Paying Agent shall
distribute to each Class B Certificateholder of record on the
related Record Date (other than as provided in Section 12.2 of
the Agreement) such Class B Certificateholder's pro rata share of
the amounts on deposit in the Collection Account or otherwise
held by the Paying Agent that are allocated and available on such
Distribution Date to pay interest on the Class B Certificates
pursuant to subsection 4.5(b)(i).
(d) On the Class B Scheduled Final Payment Date, the
Paying Agent shall distribute to each Class B Certificateholder
of record on the related Record Date (other than as provided in
Section 12.2 of the Agreement) such Class B Certificateholder's
pro rata share of the amounts on deposit in the Principal Funding
Account or otherwise held by the Paying Agent that are allocated
and available on such date to pay principal of the Class B
Certificates pursuant to subsections 4.5(e)(i) or 4.5(f)(ii) up
to a maximum amount on any such date equal to the Class B
Invested Amount on such date (unless there has been an optional
repurchase of the Series 1997-1 Certificateholders' Interest
pursuant to Section 10.1 of the Agreement, in which event the
foregoing limitation will not apply).
(e) The distributions to be made pursuant to this
Section 5.1 are subject to the provisions of Sections 2.6, 9.1,
10.1 and 12.2 of the Agreement and Sections 8.1 and 8.2 of this
Supplement.
(f) Except as provided in Section 12.2 of the Agreement
with respect to a final distribution, distributions to Series
1997-1 Certificateholders hereunder shall be made by check mailed
to each Series 1997-1 Certificateholder at such Series 1997-1
Certificateholder's address appearing in the Certificate Register
without presentation or surrender of any Series 1997-1
Certificate or the making of any notation thereon; provided,
however, that with respect to Series 1997-1 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. Reports and Statements to Series 1997-1
Certificateholders.
(a) On each Distribution Date, the Paying Agent, on
behalf of the Trustee, shall forward to each Series 1997-1
Certificateholder a statement substantially in the form of
Exhibit C prepared by the Servicer.
(b) Not later than each Determination Date, the
Servicer shall deliver to the Trustee, the Paying Agent, each
Rating Agency and the Collateral Interest Holder (i) a statement
substantially in the form of Exhibit C prepared by the Servicer
and (ii) a certificate of a Servicing Officer substantially in
the form of Exhibit D.
(c) A copy of each statement or certificate provided
pursuant to paragraph (a) or (b) may be obtained by any Series
1997-1 Certificateholder or any Certificate Owner thereof by a
request in writing to the Servicer.
(d) On or before March 31 of each calendar year,
beginning with calendar year 1998, 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
Series 1997-1 Certificateholder, a statement prepared by the
Servicer containing the information which is required to be
contained in the statement to Series 1997-1 Certificateholders,
as set forth in paragraph (a) above aggregated for such calendar
year or the applicable portion thereof during which such Person
was a Series 1997-1 Certificateholder, together with other
information as is required to be provided by an issuer of
indebtedness under the Code. 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 Code as from
time to time in effect.
ARTICLE VI
Pay Out Events
Section 6.1. Pay Out Events. If any one of the
following events shall occur with respect to the Series 1997-1
Certificates:
(a) the occurrence of an Insolvency Event relating to
the Transferor or, unless the Rating Agency Condition is
satisfied with respect to the deletion of the Bank from this
subsection 6.1(a), the occurrence of an Insolvency Event relating
to the Bank;
(b) the Trust becomes an investment company within the
meaning of the Investment Company Act;
(c) failure on the part of the Transferor (i) to make
any payment or deposit required by the terms of the Agreement or
this Supplement on or before the date occurring five Business
Days after the date such payment or deposit is required to be
made therein or herein or (ii) duly to observe or perform any
other covenants or agreements of the Transferor set forth in the
Agreement or this Supplement, which failure has a material
adverse effect on the Series 1997-1 Certificateholders and which
continues unremedied for a period of 60 days after the date on
which written notice of such failure, requiring the same to be
remedied, shall have been given to the Transferor by the Trustee,
or to the Transferor and the Trustee by any Holder of the Series
1997-1 Certificates;
(d) any representation or warranty made by the
Transferor in the Agreement or this Supplement, or any
information contained in a computer file or microfiche list
required to be delivered by the Transferor pursuant to Section
2.1 or subsection 2.9(f) of the Agreement shall prove to have
been incorrect in any material respect when made or when
delivered, which continues to be incorrect in any material
respect for a period of 60 days after the date on which written
notice of such failure, requiring the same to be remedied, shall
have been given to the Transferor by the Trustee, or to the
Transferor and the Trustee by any Holder of the Series 1997-1
Certificates and as a result of which the interests of the Series
1997-1 Certificateholders are materially and adversely affected
for such period; provided, however, that a Pay Out Event pursuant
to this subsection 6.1(d) shall not be deemed to have occurred
hereunder if the Transferor has accepted reassignment of the
related Receivable, or all of such Receivables, if applicable,
during such period in accordance with the provisions of the
Agreement;
(e) a failure by the Transferor to convey Receivables
in Additional Accounts or Participations to the Trust within five
Business Days after the day on which it is required to convey
such Receivables or Participations pursuant to subsection 2.9(a)
of the Agreement;
(f) any Servicer Default shall occur;
(g) the average Series Adjusted Portfolio Yield for any
three consecutive Monthly Periods is reduced to a rate which is
less than the average of the Base Rates for such period; or
(h) a Transfer Restriction Event shall occur.
then, in the case of any event described in subparagraph (c), (d)
or (f), after the applicable grace period, if any, set forth in
such subparagraphs, either the Trustee or the Holders of Series
1997-1 Certificates evidencing more than 50% of the aggregate
unpaid principal amount of Series 1997-1 Certificates by notice
then given in writing to the Transferor and the Servicer (and to
the Trustee if given by the Series 1997-1 Certificateholders) may
declare that a Pay Out Event has occurred with respect to Series
1997-1 as of the date of such notice, and, in the case of any
event described in subparagraph (a), (b), (e), (g), or (h), a Pay
Out Event shall occur with respect to Series 1997-1 without any
notice or other action on the part of the Trustee or the Series
1997-1 Certificateholders immediately upon the occurrence of such
event.
ARTICLE VII
Optional Repurchase; Series Termination
Section 7.1. Optional Repurchase.
(a) On any day occurring on or after the date on which
the Invested Amount is reduced to 10% or less of the Initial
Invested Amount, the Transferor shall have the option to purchase
the Series 1997-1 Certificateholders' Interest, at a purchase
price equal to (i) if such day is a Distribution Date, the
Reassignment Amount for such Distribution Date or (ii) if such
day is not a Distribution Date, the Reassignment Amount for the
Distribution Date following such day.
(b) The Transferor shall give the Servicer and the
Trustee at least 30 days prior written notice of the date on
which the Transferor intends to exercise such purchase option.
Not later than 12:00 noon, New York City time, on such day the
Transferor shall deposit the Reassignment Amount into the
Collection Account in immediately available funds. Such purchase
option is subject to payment in full of the Reassignment Amount.
Following the deposit of the Reassignment Amount into the
Collection Amount in accordance with the foregoing, the Invested
Amount for Series 1997-1 shall be reduced to zero and the Series
1997-1 Certificateholders shall have no further interest in the
Receivables. The Reassignment Amount shall be distributed as set
forth in subsection 8.1(b).
Section 7.2. Series Termination.
(a) If, on the _________ Distribution Date, the
Invested Amount (after giving effect to all changes therein on
such date) would be greater than zero, the Servicer, on behalf of
the Trustee, shall, within the 40-day period which begins on such
Distribution Date, solicit bids for the sale of Principal
Receivables and the related Finance Charge Receivables (or
interests therein) in an amount equal to the Invested Amount at
the close of business on the last day of the Monthly Period
preceding the Series 1997-1 Termination Date (after giving effect
to all distributions required to be made on the Series 1997-1
Termination Date, except pursuant to this Section 7.2). Such
bids shall require that such sale shall (subject to subsection
7.2(b)) occur on the Series 1997-1 Termination Date. The
Transferor shall be entitled to participate in, and to receive
from the Trustee a copy of each other bid submitted in connection
with, such bidding process.
(b) The Servicer, on behalf of the Trustee, shall sell
such Receivables (or interests therein) on the Series 1997-1
Termination Date to the bidder who made the highest cash purchase
offer. The proceeds of any such sale shall be treated as
Collections on the Receivables allocated to the Series 1997-1
Certificateholders pursuant to the Agreement and this Supplement;
provided, however, that the Servicer shall determine conclusively
the amount of such proceeds which are allocable to Finance Charge
Receivables and the amount of such proceeds which are allocable
to Principal Receivables. During the period from the _________
Distribution Date to the Series 1997-1 Termination Date, the
Servicer shall continue to collect payments on the Receivables
and allocate and deposit such Collections in accordance with the
provisions of the Agreement and the Supplements.
ARTICLE VIII
Final Distributions
Section 8.1. Sale of Receivables or
Certificateholders' Interest pursuant to Section 2.6 or 10.1 of
the Agreement and Section 7.1 or 7.2 of this Supplement.
(a)(i) The amount to be paid by the Transferor with
respect to Series 1997-1 in connection with a reassignment
of Receivables to the Transferor pursuant to Section 2.6 of
the Agreement shall equal the Reassignment Amount for the
first Distribution Date following the Monthly Period in
which the reassignment obligation arises under the
Agreement.
(ii) The amount to be paid by the Transferor with
respect to Series 1997-1 in connection with a repurchase of
the Certificateholders' Interest pursuant to Section 10.1 of
the Agreement shall equal the sum of (x) the Reassignment
Amount for the Distribution Date of such repurchase and (y)
the sum of (A) the excess, if any, of (I) a price equivalent
to the average of bids quoted on the Record Date preceding
the date of repurchase or, if not a Business Day, on the
next succeeding Business Day by at least two recognized
dealers selected by the Trustee for the purchase by such
dealers of a security which is similar to the Class A
Certificates with a remaining maturity approximately equal
to the remaining maturity of the Class A Certificates and
rated by each Rating Agency in the rating category
originally assigned to the Class A Certificates over (II)
the portion of the Reassignment Amount attributable to the
Class A Certificates and (B) the excess, if any, of (I) a
price equivalent to the average of bids quoted on such
Record Date, or if not a Business Day, on the next
succeeding Business Day by at least two recognized dealers
selected by the Trustee for the purchase by such dealers of
a security which is similar to the Class B Certificates with
a remaining maturity approximately equal to the remaining
maturity of the Class B Certificates and rated by each
Rating Agency in the rating category originally assigned to
the Class B Certificates over (II) the portion of the
Reassignment Amount attributable to the Class B
Certificates.
(b) With respect to the Reassignment Amount deposited
into the Collection Account pursuant to Section 7.1 or any
amounts allocable to the Series 1997-1 Certificateholders'
Interest deposited into the Collection Account pursuant to
Section 7.2, the Trustee shall, in accordance with the written
direction of the Servicer, not later than 12:00 noon, New York
City time, on the related Distribution Date, make deposits or
distributions of the following amounts (in the priority set forth
below and, in each case after giving effect to any deposits and
distributions otherwise be made on such date) in immediately
available funds: (i) (x) the Class A Invested Amount on such
Distribution Date will be distributed to the Paying Agent for
payment to the Class A Certificateholders and (y) an amount equal
to the sum of (A) Class A Monthly Interest for such Distribution
Date, (B) any Class A Monthly Interest previously due but not
distributed to the Class A Certificateholders on a prior
Distribution Date and (C) the amount of Class A Additional
Interest, if any, for such Distribution Date and any Class A
Additional Interest previously due but not distributed to the
Class A Certificateholders on any prior Distribution Date, will
be distributed to the Paying Agent for payment to the Class A
Certificateholders, (ii) (x) the Class B Invested Amount on such
Distribution Date will be distributed to the Paying Agent for
payment to the Class B Certificateholders and (y) an amount equal
to the sum of (A) Class B Monthly Interest for such Distribution
Date, (B) any Class B Monthly Interest previously due but not
distributed to the Class B Certificateholders on a prior
Distribution Date and (C) the amount of Class B Additional
Interest, if any, for such Distribution Date and any Class B
Additional Interest previously due but not distributed to the
Class B Certificateholders on any prior Distribution Date, will
be distributed to the Paying Agent for payment to the Class B
Certificateholders and (iii) the balance, if any, will be
distributed to the Collateral Interest Holder for application in
accordance with the Loan Agreement.
(c) Notwithstanding anything to the contrary in this
Supplement or the Agreement, all amounts distributed to the
Paying Agent pursuant to subsection 8.1(b) for payment to the
Series 1997-1 Certificateholders shall be deemed distributed in
full to the Series 1997-1 Certificateholders on the date on which
such funds are distributed to the Paying Agent pursuant to this
Section and shall be deemed to be a final distribution pursuant
to Section 12.2 of the Agreement.
Section 8.2. Distribution of Proceeds of Sale,
Disposition or Liquidation of the Receivables pursuant to Section
9.1 of the Agreement.
(a) Not later than 12:00 noon, New York City time, on
the Distribution Date following the date on which the Insolvency
Proceeds are deposited into the Collection Account pursuant to
subsection 9.1(b) of the Agreement, the Trustee shall in
accordance with the written direction of the Servicer (in the
following priority and, in each case, after giving effect to any
deposits and distributions otherwise to be made on such
Distribution Date) (i) deduct an amount equal to the Class A
Invested Amount on such Distribution Date from the portion of the
Insolvency Proceeds allocated to Series 1997-1 Allocable
Principal Collections and distribute such amount to the Paying
Agent for payment to the Class A Certificateholders, provided
that the amount of such distribution shall not exceed the product
of (x) the portion of the Insolvency Proceeds allocated to Series
1997-1 Allocable Principal Collections and (y) the Principal
Allocation Percentage with respect to the related Monthly Period,
(ii) deduct an amount equal to the Class B Invested Amount on
such Distribution Date from the portion of the Insolvency
Proceeds allocated to Series 1997-1 Allocable Principal
Collections and distribute such amount to the Paying Agent for
payment to the Class B Certificateholders, provided that the
amount of such distribution shall not exceed (x) the product of
(A) the portion of such Insolvency Proceeds allocated to Series
1997-1 Allocable Principal Collections and (B) the Principal
Allocation Percentage with respect to the related Monthly Period
minus (y) the amount distributed to the Paying Agent pursuant to
clause (i) of this sentence and (iii) deduct an amount equal to
the Collateral Invested Amount, if any, on such Distribution Date
from the portion of the Insolvency Proceeds allocated to Series
1997-1 Allocable Principal Collections and distribute such amount
to the Collateral Interest Holder for application in accordance
with the Loan Agreement, provided that the amount of such
distribution shall not exceed (x) the product of (1) the portion
of the Insolvency Proceeds allocated to Series 1997-1 Allocable
Principal Collections and (2) the Principal Allocation Percentage
with respect to such Monthly Period minus (y) the amounts
distributed to the Paying Agent pursuant to clauses (i) and (ii)
of this sentence. To the extent that the product of (A) the
portion of the Insolvency Proceeds allocated to Series 1997-1
Allocable Principal Collections and (B) the Principal Allocation
Percentage with respect to the related Monthly Period exceeds the
aggregate amounts distributed to the Paying Agent pursuant to the
preceding sentence, the excess shall be allocated to the
Transferor's Interest and shall be released to the Holders of the
Transferor Certificates on such Distribution Date.
(b) Not later than 12:00 noon, New York City time, on
such Distribution Date, the Trustee shall in accordance with the
written direction of the Servicer (in the following priority and,
in each case, after giving effect to any deposits and
distributions otherwise to be made on such Distribution Date)
(i) deduct an amount equal to the sum of (w) Class A Monthly
Interest for such Distribution Date, (x) any Class A Monthly
Interest previously due but not distributed to the Class A
Certificateholders on a prior Distribution Date and (y) the
amount of Class A Additional Interest, if any, for such
Distribution Date and any Class A Additional Interest previously
due but not distributed to the Class A Certificateholders on a
prior Distribution Date from the portion of the Insolvency
Proceeds allocated to Collections of Finance Charge Receivables
and distribute such amount to the Paying Agent for payment to the
Class A Certificateholders, provided that the amount of such
distribution shall not exceed the product of (x) the portion of
the Insolvency Proceeds allocated to Series 1997-1 Allocable
Finance Charge Collections, (y) the Floating Allocation
Percentage with respect to the related Monthly Period and (z) the
Class A Floating Percentage with respect to such Monthly Period
and (ii) deduct an amount equal to the sum of (w) Class B Monthly
Interest for such Distribution Date, (x) Class B Monthly Interest
previously due but not distributed to the Class B
Certificateholders on a prior Distribution Date and (y) the
amount of Class B Additional Interest, if any, for such
Distribution Date and any Class B Additional Interest previously
due but not distributed to the Class B Certificateholders on a
prior Distribution Date from the portion of the Insolvency
Proceeds allocated to Series 1997-1 Allocable Finance Charge
Collections and distribute such amount to the Paying Agent for
payment to the Class B Certificateholders, provided that the
amount of such distribution shall not exceed the product of
(x) the portion of the Insolvency Proceeds allocated to Series
1997-1 Allocable Finance Charge Collections, (y) the Floating
Allocation Percentage with respect to the related Monthly Period
and (z) the Class B Floating Percentage with respect to such
Monthly Period. To the extent that the product of (A) the
portion of the Insolvency Proceeds allocated to Series 1997-1
Allocable Finance Charge Collections and (B) the Floating
Allocation Percentage with respect to the related Monthly Period
exceeds the aggregate amount distributed to the Paying Agent
pursuant to the preceding sentence, the excess shall be released
to the Collateral Interest Holder for application by the
Collateral Interest Holder in accordance with the Loan Agreement.
(c) Notwithstanding anything to the contrary in this
Supplement or the Agreement, all amounts distributed to the
Paying Agent pursuant to this Section for payment to the Series
1997-1 Certificateholders shall be distributed in full to the
Series 1997-1 Certificateholders on the date on which funds are
distributed to the Paying Agent pursuant to this Section and
shall be deemed to be a final distribution pursuant to Section
12.2 of the Agreement.
ARTICLE IX
Miscellaneous Provisions
Section 9.1. Ratification of Agreement. As
supplemented by this Supplement, the Agreement is in all respects
ratified and confirmed and the Agreement as so supplemented by
this Supplement shall be read, taken and construed as one and the
same instrument.
Section 9.2. Counterparts. This Supplement may be
executed in two or more counterparts, and by different parties on
separate counterparts, each of which shall be an original, but
all of which shall constitute one and the same instrument.
Section 9.3. Governing Law. THIS SUPPLEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,
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 undersigned have caused this
Supplement to be duly executed and delivered by their respective
duly authorized officers on the day and year first above written.
PARTNERS FIRST RECEIVABLES FUNDING
CORPORATION,
Transferor
By:_________________________
Name:
Title:
PARTNERS FIRST NATIONAL BANK,
Servicer
By:_________________________
Name:
Title:
THE BANK OF NEW YORK,
not in its individual capacity, but
solely as Trustee,
By:_________________________
Name:
Title:
FORM OF CLASS A CERTIFICATE EXHIBIT A-1
REGISTERED $__________1/
No. R-_______ CUSIP No. _________
Unless this Class A Certificate is presented by an
authorized representative of The Depository Trust Company, a New
York corporation ("DTC"), to Partners First Receivables Funding
Corporation or its agent for registration of transfer, exchange
or payment, and any certificate issued is registered in the name
of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede
& Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch
as the registered owner hereof, Cede & Co., has an interest
herein.
PARTNERS FIRST CREDIT CARD MASTER TRUST
SERIES 1997-1
CLASS A FLOATING RATE ASSET BACKED CERTIFICATE
Class A Scheduled Payment Date:
The ___________ Distribution Date
Each $1,000 minimum denomination represents a
1/_______ undivided interest
in Class A of the
PARTNERS FIRST CREDIT CARD MASTER TRUST, SERIES 1997-1
Evidencing an undivided interest in certain assets of a trust,
the corpus of which consists primarily of an interest in
receivables generated from time to time in the ordinary course of
business in a portfolio of consumer revolving credit card
accounts serviced by
PARTNERS FIRST NATIONAL BANK,
and other assets and interests constituting the Trust under the
Pooling and Servicing Agreement referred to below.
(Not an interest in or obligation of Partners First National
Bank, Partners First Receivables Funding Corporation or any of
their respective affiliates)
This certifies that CEDE & CO. (the "Class A Certificateholder")
is the registered owner of a fractional undivided interest in
certain assets of a trust (the "Trust") created pursuant to the
Pooling and Servicing Agreement, dated as of _______, 1997 (as
amended and supplemented, the "Agreement"), as supplemented by
the Series 1997-1 Supplement dated as of _______, 1997 (as
amended and supplemented, the "Supplement"), among Partners First
Receivables Funding Corporation, as Transferor, Partners First
National Bank, as Servicer, and The Bank of New York, a New York
banking corporation, as trustee (the "Trustee"). The corpus of
------------------------------
1/ Denominations of $1,000 and integral multiples of $1,000 in
excess thereof.
the Trust consists of (i) the Transferor's ownership interest in
a portfolio of receivables (the "Receivables") existing in the
consumer revolving credit card accounts identified under the
Agreement from time to time (the "Accounts"), (ii) all
Receivables generated under the Accounts from time to time
thereafter, (iii) funds collected or to be collected from
cardmembers in respect of the Receivables, (iv) all funds which
are from time to time on deposit in the Collection Account, the
Special Funding Account, the Yield Supplement Account and any
other Series Accounts and (v) all other assets and interests
constituting the Trust. The Holder of this Certificate is
entitled to the benefits of the subordination of the Class B
Certificates and the Collateral Interest to the extent provided
in the Supplement. Although a summary of certain provisions of
the Agreement and the Supplement is set forth below and in the
Summary of Terms and Conditions attached hereto and made a part
hereof, this Class A Certificate does not purport to summarize
the Agreement and the Supplement and reference is made to the
Agreement and the Supplement for information with respect to the
interests, rights, benefits, obligations, proceeds and duties
evidenced hereby and the rights, duties and obligations of the
Trustee. A copy of the Agreement and the Supplement (without
schedules) may be requested from the Trustee by writing to the
Trustee at the Corporate Trust Office. To the extent not defined
herein, the capitalized terms used herein have the meanings
ascribed to them in the Agreement or the Supplement, as
applicable.
This Class A Certificate is issued under and is subject
to the terms, provisions and conditions of the Agreement and the
Supplement, to which Agreement and Supplement, each as amended
and supplemented from time to time, the Class A Certificateholder
by virtue of the acceptance hereof assents and is bound.
It is the intent of the Transferor and the Class A
Certificateholders that, for federal, state and local income and
franchise tax purposes only, the Class A Certificates will
qualify as indebtedness of the Transferor secured by the
Receivables. The Class A Certificateholder, by the acceptance of
this Class A Certificate, agrees to treat this Class A
Certificate for federal, state and local income and franchise tax
purposes as debt of the Transferor.
In general, payments of principal with respect to the
Class A Certificates are limited to the Class A Invested Amount,
which may be less than the unpaid principal balance of the Class
A Certificates. The Class A Scheduled Payment Distribution Date
is the ______ ____ Distribution Date, but principal with respect
to the Class A Certificates may be paid earlier or later under
certain circumstances described in the Agreement and the
Supplement. If for one or more months during the Controlled
Accumulation Period there are not sufficient funds to pay the
Controlled Deposit Amount, then to the extent that excess funds
are not available on subsequent Distribution Dates with respect
to the Controlled Accumulation Period to make up for such
shortfalls, the final payment of principal of the Class A
Certificates will occur later than the Class A Scheduled Payment
Date.
Unless the certificate of authentication hereon has
been executed by or on behalf of the Trustee, by manual
signature, this Class A Certificate shall not be entitled to any
benefit under the Agreement or the Supplement or be valid for any
purpose.
IN WITNESS WHEREOF, the Transferor has caused this
Class A Certificate to be duly executed.
PARTNERS FIRST RECEIVABLES FUNDING
CORPORATION
By: ________________________
Name:
Title:
Dated: _________, 1997
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates described in the
within-mentioned Agreement and Supplement.
THE BANK OF NEW YORK,
as Trustee,
By: ________________________
Authorized Officer
or
By: ________________________
as Authenticating Agent
for the Trustee,
By: ________________________
Authorized Officer
PARTNERS FIRST CREDIT CARD MASTER TRUST
SERIES 1997-1
CLASS A FLOATING RATE ASSET BACKED CERTIFICATE
Summary of Terms and Conditions
The Receivables consist of Principal Receivables which
arise generally from the purchase of goods and services and
amounts advanced to cardmembers as cash advances and Finance
Charge Receivables. This Class A Certificate is one of a Series
of Certificates entitled Partners First Credit Card Master Trust,
Series 1997-1 (the "Series 1997-1 Certificates"), and one of a
class thereof entitled Class A Series 1997-1 Floating Rate Asset
Backed Certificates, (the "Class A Certificates"), each of which
represents a fractional, undivided interest in certain assets of
the Trust. The assets of the Trust are allocated in part to the
investor certificateholders of all outstanding Series (the
"Certificateholders' Interest") with the remainder allocated to
the Holders of the Transferor Certificates. The aggregate
interest represented by the Class A Certificates at any time in
the Principal Receivables in the Trust shall not exceed an amount
equal to the Class A Invested Amount at such time. The Class A
Initial Invested Amount is $___________. The Class A Invested
Amount on any date will be an amount equal to (a) the Class A
Initial Invested Amount, minus (b) the aggregate amount of
principal payments made to the Class A Certificateholders on or
prior to such date, minus (c) the excess, if any, of the
aggregate amount of Class A Investor Charge-Offs for all prior
Distribution Dates over Class A Investor Charge-Offs reimbursed
pursuant to subsection 4.7(b) of the Supplement prior to such
date.
Subject to the terms and conditions of the Agreement,
the Transferor may, from time to time, direct the Trustee, on
behalf of the Trust, to issue one or more new Series of Investor
Certificates, which will represent fractional, undivided
interests in certain of the Trust Assets.
On each Distribution Date, the Paying Agent shall
distribute to each Class A Certificateholder of record on the
last day of the preceding calendar month (each a "Record Date")
such Class A Certificateholder's pro rata share of such amounts
(including amounts on deposit in the Collection Account) as are
payable to the Class A Certificateholders pursuant to the
Agreement and the Supplement. Distributions with respect to this
Class A Certificate will be made by the Paying Agent by check
mailed to the address of the Class A Certificateholder of record
appearing in the Certificate Register without the presentation or
surrender of this Class A Certificate or the making of any
notation thereon (except for the final distribution in respect of
this Class A Certificate) except that with respect to Class A
Certificates registered in the name of Cede & Co., the nominee
for The Depository Trust Company, distributions will be made in
the form of immediately available funds. Final payment of this
Class A Certificate will be made only upon presentation and
surrender of this Class A Certificate at the office or agency
specified in the notice of final distribution delivered by the
Trustee to the Series 1997-1 Certificateholders in accordance
with the Agreement and the Supplement.
On any day occurring on or after the day on which the
Invested Amount is reduced to 10% or less of the Initial Invested
Amount, the Transferor has the option to repurchase the Series
1997-1 Certificateholders' Interest in the Trust. The repurchase
price will be equal to (a) if such day is a Distribution Date,
the Reassignment Amount for such Distribution Date or (b) if such
day is not a Distribution Date, the Reassignment Amount for the
Distribution Date following such day. Following the deposit of
the Reassignment Amount in the Collection Account, Series 1997-1
Certificateholders will not have any interest in the Receivables
and the Series 1997-1 Certificates will represent only the right
to receive such Reassignment Amount.
THIS CLASS A CERTIFICATE DOES NOT REPRESENT AN
OBLIGATION OF, OR AN INTEREST IN, THE TRANSFEROR OR THE SERVICER
OR ANY AFFILIATE OF EITHER OF THEM AND IS NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THIS CLASS A
CERTIFICATE IS LIMITED IN RIGHT OF PAYMENT TO CERTAIN COLLECTIONS
WITH RESPECT TO THE RECEIVABLES (AND CERTAIN OTHER AMOUNTS), ALL
AS MORE SPECIFICALLY SET FORTH HEREINABOVE AND IN THE AGREEMENT
AND THE SUPPLEMENT.
The Class A Certificates are issuable only in minimum
denominations of $1,000 and integral multiples of $1,000. The
transfer of this Class A Certificate shall be registered in the
Certificate Register upon surrender of this Class A Certificate
for registration of transfer at any office or agency maintained
by the Transfer Agent and Registrar accompanied by a written
instrument of transfer, in a form satisfactory to the Trustee or
the Transfer Agent and Registrar, duly executed by the Class A
Certificateholder or such Class A Certificateholder's attorney,
and duly authorized in writing with such signature guaranteed,
and thereupon one or more new Class A Certificates of authorized
denominations and for the same aggregate fractional undivided
interest will be issued to the designated transferee or
transferees.
As provided in the Agreement and subject to certain
limitations therein set forth, Class A Certificates are
exchangeable for new Class A Certificates evidencing like
aggregate fractional, undivided interests as requested by the
Class A Certificateholder surrendering such Class A Certificates.
No service charge may be imposed for any such exchange but the
Servicer or Transfer Agent and Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith.
The Servicer, the Trustee, the Paying Agent and the
Transfer Agent and Registrar and any agent of any of them, may
treat the person in whose name this Class A Certificate is
registered as the owner hereof for all purposes, and neither the
Servicer nor the Trustee, the Paying Agent, the Transfer Agent
and Registrar, nor any agent of any of them, shall be affected by
notice to the contrary except in certain circumstances described
in the Agreement.
THIS CLASS A CERTIFICATE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, 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.
ASSIGNMENT
Social Security or other identifying number of assignee
______________________________
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto _____________________________________
(name and address of assignee)
the within certificate and all rights thereunder, and hereby
irrevocably constitutes and appoints ____________________,
attorney, to transfer said certificate on the books kept for
registration thereof, with full power of substitution in the
premises.
Dated: ____________ ______________________2/
Signature Guaranteed:
______________________
___________________________________
2/ NOTE: The signature to this assignment must correspond with
the name of the registered owner as it appears on the face
of the within Certificate in every particular, without
alteration, enlargement or any change whatsoever.
EXHIBIT A-2
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE
ACCOUNT OF A BENEFIT PLAN (AS DEFINED BELOW).
REGISTERED $__________1/
No. R-_______ CUSIP No. _________
Unless this Class B Certificate is presented by an
authorized representative of The Depository Trust Company, a New
York corporation ("DTC"), to Partners First Receivables Funding
Corporation or its agent for registration of transfer, exchange
or payment, and any certificate issued is registered in the name
of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede
& Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch
as the registered owner hereof, Cede & Co., has an interest
herein.
PARTNERS FIRST CREDIT CARD MASTER TRUST
SERIES 1997-1
CLASS B FLOATING RATE ASSET BACKED CERTIFICATE
Class B Scheduled Payment Date:
The ___________ Distribution Date
Each $1,000 minimum denomination represents a
1/______ undivided interest
in Class B of the
PARTNERS FIRST CREDIT CARD MASTER TRUST, SERIES 1997-1
Evidencing an undivided interest in certain assets of a trust,
the corpus of which consists primarily of an interest in
receivables generated from time to time in the ordinary course of
business in a portfolio of consumer revolving credit card
accounts serviced by
PARTNERS FIRST NATIONAL BANK,
and other assets and interests constituting the Trust under the
Pooling and Servicing Agreement referred to below.
(Not an interest in or obligation of Partners First National
Bank, Partners First Receivables Funding Corporation or any of
their respective affiliates)
This certifies that CEDE & CO. (the "Class B Certificateholder")
is the registered owner of a fractional, undivided interest in
certain assets of a trust (the "Trust") created pursuant to the
Pooling and Servicing Agreement, dated as of _______, 1997 (as
--------------------------
1/ Denominations of $1,000 and integral multiples of $1,000 in
excess thereof.
amended and supplemented, the "Agreement"), as supplemented by
the Series 1997-1 Supplement dated as of _______, 1997 (as
amended and supplemented, the "Supplement"), among Partners First
Receivables Funding Corporation, as Transferor, Partners First
National Bank, as Servicer, and The Bank of New York, a New York
banking corporation, as trustee (the "Trustee"). The corpus of
the Trust consists of (i) the Transferor's ownership interest in
a portfolio of receivables (the "Receivables") existing in the
consumer revolving credit card accounts identified under the
Agreement from time to time (the "Accounts"), (ii) all
Receivables generated under the Accounts from time to time
thereafter, (iii) funds collected or to be collected from
cardmembers in respect of the Receivables, (iv) all funds which
are from time to time on deposit in the Collection Account, the
Special Funding Account, the Yield Supplement Account and the
other Series Accounts and (v) all other assets and interests
constituting the Trust. The Holder of this Certificate is
entitled to the benefits of the subordination of the Collateral
Interest to the extent provided in the Supplement. Although a
summary of certain provisions of the Agreement and the Supplement
is set forth below and in the Summary of Terms and Conditions
attached hereto and made a part hereof, this Class B Certificate
does not purport to summarize the Agreement and the Supplement
and reference is made to the Agreement and the Supplement for
information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the rights,
duties and obligations of the Trustee. A copy of the Agreement
and the Supplement (without schedules) may be requested from the
Trustee by writing to the Trustee at the Corporate Trust Office.
To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to them in the Agreement or the
Supplement, as applicable.
This Class B Certificate is issued under and is subject
to the terms, provisions and conditions of the Agreement and the
Supplement, to which Agreement and Supplement, each as amended
and supplemented from time to time, the Class B Certificateholder
by virtue of the acceptance hereof assents and is bound.
This Class B Certificate may not be acquired by or for
the account of any employee benefit plan, trust or account,
including an individual retirement account, that is subject to
the Employee Retirement Income Security Act of 1974, as amended,
or that is described in Section 4975(e)(1) of the Internal
Revenue Code of 1986, as amended, or an entity whose underlying
assets include plan assets by reason of a plan's investment in
such entity (a "Benefit Plan"). By accepting and holding this
Class B Certificate, the Holder hereof shall be deemed to have
represented and warranted that it is not a Benefit Plan. By
acquiring any interest in this Class B Certificate, the
applicable Certificate Owner or Owners shall be deemed to have
represented and warranted that it or they are not Benefit Plans.
THIS CLASS B CERTIFICATE IS SUBORDINATED TO THE EXTENT
NECESSARY TO FUND PAYMENTS ON THE CLASS A CERTIFICATES TO THE
EXTENT SPECIFIED IN THE SUPPLEMENT.
It is the intent of the Transferor and the Class B
Certificateholders that, for federal, state and local income and
franchise tax purposes only, the Class B Certificates will
qualify as indebtedness of the Transferor secured by the
Receivables. The Class B Certificateholder, by the acceptance of
this Class B Certificate, agrees to treat this Class B
Certificate for federal, state and local income and franchise tax
purposes as debt of the Transferor.
In general, payments of principal with respect to the
Class B Certificates are limited to the Class B Invested Amount,
which may be less then the unpaid principal balance of the Class
B Certificates. The Expected Final Distribution Date is the
______ ____ Distribution Date, but principal with respect to the
Class B Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Supplement. If
for one or more months during the Controlled Accumulation Period
there are not sufficient funds to pay the Controlled Deposit
Amount, then to the extent that excess funds are not available on
subsequent Distribution Dates with respect to the Accumulation
Period to make up for such shortfalls, the final payment of
principal of the Certificates will occur later than the Class B
Scheduled Payment Date.
Unless the certificate of authentication hereon has
been executed by or on behalf of the Trustee, by manual
signature, this Class B Certificate shall not be entitled to any
benefit under the Agreement or the Supplement or be valid for any
purpose.
IN WITNESS WHEREOF, the Transferor has caused this
Class B Certificate to be duly executed.
PARTNERS FIRST RECEIVABLES FUNDING CORPORATION
By: ______________________________
Name:
Title:
Dated: _________, 1997
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates described in
the within mentioned Agreement and Supplement.
THE BANK OF NEW YORK,
as Trustee
By: ____________________________
Authorized Signatory
PARTNERS FIRST CREDIT CARD MASTER TRUST
SERIES 1997-1
CLASS B FLOATING RATE ASSET BACKED CERTIFICATE
Summary of Terms and Conditions
The Receivables consist of Principal Receivables which
arise generally from the purchase of goods and services and
amounts advanced to cardmembers as cash advances and Finance
Charge Receivables. This Class B Certificate is one of a Series
of Certificates entitled Partners First Credit Card Master Trust,
Series 1997-1 (the "Series 1997-1 Certificates"), and one of a
class thereof entitled Class B Series 1997-1 Floating Rate Asset
Backed Certificates, (the "Class B Certificates"), each of which
represents a fractional, undivided interest in certain assets of
the Trust. The assets of the Trust are allocated in part to the
investor certificateholders of all outstanding Series (the
"Certificateholders' Interest") with the remainder allocated to
the Holders of the Transferor Certificates. The aggregate
interest represented by the Class B Certificates at any time in
the Principal Receivables in the Trust shall not exceed an amount
equal to the Class B Invested Amount at such time. The Class B
Initial Invested Amount is $__________. The Class B Invested
Amount on any date will be an amount equal to (a) the Class B
Initial Invested Amount, minus (b) the aggregate amount of
principal payments made to the Class B Certificateholders prior
to such date, minus (c) the aggregate amount of Class B Investor
Charge-Offs for all prior Distribution Dates , minus (d) the
amount of Reallocated Principal Collections allocated on all
prior Distribution Dates pursuant to subsection 4.8(a) of the
Supplement (excluding any Reallocated Principal Collections that
have resulted in a reduction in the Collateral Invested Amount
pursuant to Section 4.8), minus (e) an amount equal to the amount
by which the Class B Invested Amount has been reduced to cover
the Class A Investor Default Amount on all prior Distribution
Dates, and plus (f) the amount of Excess Spread and Excess
Finance Charge Collections allocated to Series 1997-1 and applied
on all prior Distribution Dates for the purpose of reimbursing
amounts deducted pursuant to the foregoing clauses (c), (d) and
(e); provided, however, that the Class B Invested Amount may not
be reduced below zero.
Subject to the terms and conditions of the Agreement,
the Transferor may, from time to time, direct the Trustee, on
behalf of the Trust, to issue one or more new Series of Investor
Certificates, which will represent fractional, undivided
interests in certain of the Trust Assets.
On each Distribution Date, the Paying Agent shall
distribute to each Class B Certificateholder of record on the
last day of the preceding calendar month (each a "Record Date")
such Class B Certificateholder's pro rata share of such amounts
(including amounts on deposit in the Collection Account) as are
payable to the Class B Certificateholders pursuant to the
Agreement and the Supplement. Distributions with respect to this
Class B Certificate will be made by the Paying Agent by check
mailed to the address of the Class B Certificateholder of record
appearing in the Certificate Register without the presentation or
surrender of this Class B Certificate or the making of any
notation thereon (except for the final distribution in respect of
this Class B Certificate) except that with respect to Class B
Certificates registered in the name of Cede & Co., the nominee
for The Depository Trust Company, distributions will be made in
the form of immediately available funds. Final payment of this
Class B Certificate will be made only upon presentation and
surrender of this Class B Certificate at the office or agency
specified in the notice of final distribution delivered by the
Trustee to the Series 1997-1 Certificateholders in accordance
with the Agreement and the Supplement.
On any day occurring on or after the day on which the
Invested Amount is reduced to 10% or less of the Initial Invested
Amount, the Transferor has the option to repurchase the Series
1997-1 Certificateholders' Interest in the Trust. The repurchase
price will be equal to (a) if such day is a Distribution Date,
the Reassignment Amount for such Distribution Date or (b) if such
day is not a Distribution Date, the Reassignment Amount for the
Distribution Date next following such day. Following the deposit
of the Reassignment Amount in the Collection Account, Series
1997-1 Certificateholders will not have any interest in the
Receivables and the Series 1997-1 Certificates will represent
only the right to receive such Reassignment Amount.
THIS CLASS B CERTIFICATE DOES NOT REPRESENT AN
OBLIGATION OF, OR AN INTEREST IN, THE TRANSFEROR OR THE SERVICER
OR ANY AFFILIATE OF EITHER OF THEM AND IS NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THIS CLASS B
CERTIFICATE IS LIMITED IN RIGHT OF PAYMENT TO CERTAIN COLLECTIONS
WITH RESPECT TO THE RECEIVABLES (AND CERTAIN OTHER AMOUNTS), ALL
AS MORE SPECIFICALLY SET FORTH HEREINABOVE AND IN THE AGREEMENT
AND THE SUPPLEMENT.
The Class B Certificates are issuable only in minimum
denominations of $1,000 and integral multiples of $1,000. The
transfer of this Class B Certificate shall be registered in the
Certificate Register upon surrender of this Class B Certificate
for registration of transfer at any office or agency maintained
by the Transfer Agent and Registrar accompanied by a written
instrument of transfer, in a form satisfactory to the Trustee or
the Transfer Agent and Registrar, duly executed by the Class B
Certificateholder or such Class B Certificateholder's attorney,
and duly authorized in writing with such signature guaranteed,
and thereupon one or more new Class B Certificates of authorized
denominations and for the same aggregate fractional undivided
interest will be issued to the designated transferee or
transferees.
As provided in the Agreement and subject to certain
limitations therein set forth, Class B Certificates are
exchangeable for new Class B Certificates evidencing like
aggregate fractional undivided interests as requested by the
Class B Certificateholder surrendering such Class B Certificates.
No service charge may be imposed for any such exchange but the
Servicer or Transfer Agent and Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith.
The Servicer, the Trustee, the Paying Agent and the
Transfer Agent and Registrar and any agent of any of them, may
treat the person in whose name this Class B Certificate is
registered as the owner hereof for all purposes, and neither the
Servicer nor the Trustee, the Paying Agent, the Transfer Agent
and Registrar, nor any agent of any of them, shall be affected by
notice to the contrary except in certain circumstances described
in the Agreement.
THIS CLASS B CERTIFICATE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, 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.
ASSIGNMENT
Social Security or other identifying number of assignee
____________________
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto
_________________________________________________________________
(name and address of assignee)
the within certificate and all rights thereunder, and hereby
irrevocably constitutes and appoints ____________________,
attorney, to transfer said certificate on the books kept for
registration thereof, with full power of substitution in the
premises.
Dated: ____________________2/
Signature Guaranteed:
____________________
____________________
2/ NOTE: The signature to this Assignment must correspond with
the name of the registered owner as it appears on the face
of the within Certificate in every particular, without
alteration, enlargement or any change whatsoever.
EXHIBIT B
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE
______________________________
PARTNERS FIRST CREDIT CARD MASTER TRUST
SERIES 1997-1
______________________________
The undersigned, a duly authorized representative of
Partners First National Bank (the "Bank"), as Servicer pursuant
to the Pooling and Servicing Agreement dated as of _______, 1997
(as amended and supplemented, the "Pooling and Servicing
Agreement"), among the Bank, Partners First Receivables Funding
Corporation ("PFRFC"), as Transferor and The Bank of New York, as
trustee (the "Trustee"), does hereby certify as follows:
1. Capitalized terms used in this Certificate have
their respective meanings set forth in the Pooling and Servicing
Agreement or the Series 1997-1 Supplement dated as of ________,
1997, among the Bank, PFRFC and the Trustee (as amended and
supplemented, the "Supplement"), as applicable.
2. The Bank is the Servicer.
3. The undersigned is a Servicing Officer.
I. INSTRUCTION TO MAKE A WITHDRAWAL.
Pursuant to subsections 4.5(a), (b) and (c), the
Servicer does hereby instruct the Trustee (i) to make
withdrawals from the Collection Account on ___________, ____,
which date is a Distribution Date under the Supplement, in the
aggregate amounts (equal to the Class A Available Funds, Class
B Available Funds and Collateral Available Funds, respectively)
as set forth below in respect of the following amounts and
(ii) to apply the proceeds of such withdrawals in accordance
with subsections 4.5(a) (b) and (c):
With respect to the Class A
Certificates:
A) Pursuant to subsection 4.5(a)(i):
(1) Interest at the Class A
Certificate Rate for the related
Interest Period on the Class A
Invested Amount . . . . . . . . . $_______
(2) Class A Monthly Interest
previously due but not paid . . . $_______
(3) Class A Additional Interest
and any Class A Additional
Interest due but not paid . . . . $_______
B) Pursuant to subsection 4.5(a)(ii):
(1) The Class A Servicing Fee for
the preceding Monthly Period, if
applicable . . . . . . . . . . . . $_______
(2) Accrued and unpaid Class A
Servicing Fees, if applicable . . $_______
C) Pursuant to subsection 4.5(a)(iii):
Class A Investor Default Amount
for the preceding Monthly Period . $_______
With respect to the Class B Certificates,
A) Pursuant to subsection 4.5(b)(i):
(1) Interest at the Class B
Certificate Rate for the preceding
Monthly Period on the Class B
Invested Amount . . . . . . . . . $_______
(2) Class B Monthly Interest
previously due but not paid . . . $_______
(3) Class B Additional Interest
and any Class B Additional
Interest previously due but not
paid . . . . . . . . . . . . . . . $_______
B) Pursuant to subsection 4.5(b)(ii):
(1) The Class B Servicing Fee for
the preceding Monthly Period, if
applicable . . . . . . . . . . . . $_______
(2) Accrued and unpaid Class B
Servicing Fees, if applicable . . $_______
With respect to the Collateral Interest
A) Pursuant to subsection 4.5(c)(i):
(1) The Collateral Servicing Fee
for the preceding Monthly Period,
if applicable . . . . . . . . . . $_______
(2) Accrued and unpaid Collateral
Servicing Fee, if applicable . . . $_______
Pursuant to subsections 4.5(d), (e) and
(f), the Servicer hereby instructs the
Trustee (i) to make withdrawals from
the Collection Account on ____________,
which date is a Distribution Date under
the Supplement, in the aggregate
amounts (equal to the Available
Principal Collections) as set forth
below in respect of the following
amounts and (ii) to apply the proceeds
of such withdrawals in accordance with
subsections 4.5(d), (e) and (f):
A) Pursuant to subsection 4.5(d):
(1) The excess, if any, of the
Collateral Invested Amount over
the Required Collateral Invested
Amount paid to the Collateral
Interest Holder pursuant to the
Loan Agreement . . . . . . . . . . $_______
(2) Amount to be treated as
Shared Principal Collections . . . $_______
B) Pursuant to subsection 4.5(e):
(1) The Lesser of the Controlled
Deposit Amount and the sum of the
Class A Adjusted Invested Amount
and the Class B Adjusted Invested
Amount deposited in the Principal
Funding Account . . . . . . . . . $_______
(2) After the Class B Invested
Amount is paid in full, the amount
paid to the Collateral Interest
Holder (up to the Collateral
Invested Amount) pursuant to the
Loan Agreement . . . . . . . . . . $_______
(3) Prior to the date the Class B
Invested Amount is paid in full,
the excess of the Collateral
Invested Amount over the Required
Collateral Invested Amount paid to
the Collateral Interest Holder
pursuant to the Loan Agreement . . $_______
(4) Prior to the date the Class B
Invested Amount is paid in full,
the amount to be treated as Shared
Principal Collections . . . . . . $_______
C) Pursuant to subsection 4.5(f):
(1) An amount up to the Class A
Adjusted Invested Amount deposited
in the Principal Funding Account . $_______
(2) On and after the Distribution
Date on which the Class A Invested
Amount is paid in full, an amount
up to the Class B Invested Amount
deposited in the Principal Funding
Account . . . . . . . . . . . . . $_______
(3) On an after the Distribution
Date on which the Class B Invested
Amount is paid in full, an amount
up to the Collateral Invested
Amount paid to the Collateral
Interest Holder pursuant to the
Loan Agreement . . . . . . . . . . $_______
Pursuant to Section 4.7, the Servicer does hereby
instruct the Trustee to apply on __________, which is a
Distribution Date under the Supplement, any Excess Spread and
Excess Finance Charge Collections allocated to Series 1997-1 as
follows:
A) Pursuant to subsection 4.7(a):
Class A Required Amount applied in
the priority set forth in
subsections 4.5(a)(i), (ii) and
(iii) . . . . . . . . . . . . . . $_______
B) Pursuant to subsection 4.7(b):
Aggregate amount of Class A
Investor Charge-Offs not
previously reimbursed allocated to
Available Principal Collections . $_______
C) Pursuant to subsection 4.7(c):
Class B Required Amount applied
first in the priority set forth in
subsections 4.5(b)(i) and (ii) and
any remaining amount up to the
Class B Investor Default Amount
allocated to Available Principal
Collections . . . . . . . . . . . $_______
D) Pursuant to subsection 4.7(d)
The amount equal to the difference
between (x) the product of the
Class B Certificate Rate for such
Distribution Date and the
outstanding principal balance of
the Class B Certificates and (y)
the amount distributed to the
Paying Agent for payment to the
Class B Certificateholder pursuant
to subsection 4.5(b)(i) . . . . . $_______
E) Pursuant to subsection 4.7(e):
The amount by which the "Class B
Invested Amount" has been reduced
pursuant to clauses (c), (d) and
(e) of the definition thereof
allocated to Available Principal
Collections . . . . . . . . . . . $_______
F) Pursuant to subsection 4.7(f):
(1) Collateral Monthly Interest . $_______
(2) Collateral Monthly Interest
previously due but not paid . . . $_______
(3) Collateral Additional
Interest and any Collateral
Additional Interest previously due
and not paid . . . . . . . . . . . $_______
G) Pursuant to subsection 4.7(g):
Monthly Servicing Fee for such
Distribution Date that has not
been paid to the Servicer and any
Monthly Servicing Fee previously
due but not paid to the Servicer . $_______
H) Pursuant to subsection 4.7(h):
Collateral Default Amount
allocated to Available Principal
Collections . . . . . . . . . . . $_______
I) Pursuant to subsection 4.7(i):
The amount by which the
"Collateral Invested Amount" has
been reduced pursuant to clauses
(c), (d) and (e) of the definition
thereof allocated to Available
Principal Collections . . . . . . $_______
J) Pursuant to subsection 4.7(j)
The excess of the Required Cash
Collateral Amount over the amount
that would otherwise remain in the
Cash Collateral Account deposited
in the Cash Collateral Account . . $_______
K) Pursuant to subsection 4.7(k):
The excess of the Required Reserve
Account Amount over the Available
Reserve Amount deposited into the
Reserve Account . . . . . . . . . $_______
L) Pursuant to subsection 4.7(l):
Paid to the Collateral Interest
Holder pursuant to the Loan
Agreement . . . . . . . . . . . . $_______
M) Pursuant to subsection 4.7(m):
Treated as Excess Finance Charge
Collections and allocated to other
Series or paid to the Holders of
the Transferor Certificates . . . $_______
Pursuant to Section 4.8, the Servicer does hereby
instruct the Trustee to apply on __________, which is a
Distribution Date under the Pooling and Servicing Agreement,
$__________ of Reallocated Principal Collections to fund any
deficiencies in the Required Amount after applying Class A
Available Funds, Class B Available Funds,
Excess Spread and Excess Finance Charge Collections thereto.
II. INSTRUCTION TO MAKE CERTAIN PAYMENTS
Pursuant to Section 5.1 of the Series Supplement, the
Servicer does hereby instruct the Trustee to pay in accordance
with Section 5.1 from the Collection Account or the Principal
Funding Account, as applicable, on __________, which date is a
Distribution Date under the Supplement, the following amounts as
set forth below:
A) Pursuant to subsection 5.1(a):
Interest to be distributed to Class
A Certificateholders . . . . . . . $__________
B) Pursuant to subsection 5.1(b):
On the Class A Scheduled Payment
Date, principal to be distributed
to the Class A Certificateholders $__________
C) Pursuant to subsection 5.1(c):
Interest to be distributed to Class
B Certificateholders . . . . . . . $__________
D) Pursuant to subsection 5.1(d):
On the Class B Scheduled Payment
Date, on or after the date Class A
Invested Amount is paid in full,
principal to be distributed to the
Class B Certificateholders . . . . $__________
III. ACCRUED AND UNPAID AMOUNTS
After giving effect to the withdrawals and transfers to
be made in accordance with this notice, the following amounts
will be accrued and unpaid with respect to all Monthly Periods
preceding the current calendar month.
1. Subsection 4.6(a):
The aggregate amount of all
unreimbursed Class A Investor
Charge-Offs . . . . . . . . . . . $__________
2. Subsections 4.6(a), (b) and 4.8(a):
The aggregate amount by which the
"Class B Invested Amount" has been
reduced pursuant to clauses (c),
(d) and (e) of the definition
thereof . . . . . . . . . . . . . $__________
3. Subsections 4.6(a), (b), (c) and
4.8(a) and (b):
The aggregate amount by which the
"Collateral Invested Amount" has
been reduced pursuant to clauses
(c), (d) and (e) of the definition
thereof . . . . . . . . . . . . . $__________
IN WITNESS WHEREOF, the undersigned has duly executed
this Certificate this ____ day of __________, ____.
PARTNERS FIRST NATIONAL BANK
by ________________________
Name:
Title:
EXHIBIT C
FORM OF MONTHLY STATEMENT
PARTNERS FIRST CREDIT CARD MASTER TRUST
SERIES 1997-1
Pursuant to the Pooling and Servicing Agreement dated
as of _______, 1997 (hereinafter as such agreement may have been
or may be from time to time, amended or otherwise modified, the
"Pooling and Servicing Agreement"), among Partners First National
Bank (the "Bank"), as Servicer, Partners First Receivables
Funding Corporation ("PFRFC"), as Transferor, and The Bank of New
York, as trustee (the "Trustee"), as supplemented by the Series
1997-1 Supplement dated as of _______, 1997 (the "Supplement")
among the Bank, PFRFC and the Trustee, as Servicer is required to
prepare certain information each month regarding current
distributions to the Series 1997-1 Certificateholders and the
performance of the Partners First Credit Card Master Trust (the
"Trust") during the previous month. The information which is
required to be prepared with respect to the Distribution Date of
__________, and with respect to the performance of the Trust
during the month of __________ is set forth below. Certain of
the information is presented on the basis of an original
principal amount of $1,000 per Series 1997-1 Certificate (a
"Certificate"). Certain other information is presented based on
the aggregate amounts for the Trust as a whole. Capitalized
terms used in this Monthly Statement have their respective
meanings set forth in the Pooling and Servicing Agreement and the
Supplement.
A) Information regarding distributions in
respect of the Class A Certificates
per $1,000 original certificate
principal amount:
(1) The total amount of the
distribution in respect of Class A
Certificates, per $1,000 original
certificate principal amount . . . . $__________
(2) The amount of the distribution
set forth in paragraph 1 above in
respect of interest on the Class A
Certificates, per $1,000 original
certificate principal amount . . . . $__________
(3) The amount of the distribution
set forth in paragraph 1 above in
respect of principal of the Class A
Certificates, per $1,000 original
certificate principal amount . . . . $__________
B) Class A Investor Charge Offs and
Reimbursement of Charge Offs:
(1) The amount of Class A Investor
Charge Offs . . . . . . . . . . . . . $__________
(2) The amount of Class A Investor
Charge Offs set forth in paragraph 1
above, per $1,000 original certificate
principal amount . . . . . . . . . . $__________
(3) The total amount reimbursed in
respect of Class A Investor Charge
Offs . . . . . . . . . . . . . . . . $__________
(4) The amount set forth in paragraph
3 above, per $1,000 original
certificate principal amount . . . . $__________
(5) The amount, if any, by which the
outstanding principal balance of the
Class A Certificates exceeds the Class
A Invested Amount after giving effect
to all transactions on such
Distribution Date . . . . . . . . . . $__________
C) Information regarding distributions in
respect of the Class B Certificates,
per $1,000 original certificate
principal amount:
(1) The total amount of the
distribution in respect of Class B
Certificates, per $1,000 original
certificate principal amount . . . . $__________
(2) The amount of the distribution
set forth in paragraph 1 above in
respect of interest on the Class B
Certificates, per $1,000 original
certificate principal amount . . . . $__________
(3) The amount of the distribution
set forth in paragraph 1 above in
respect of principal of the Class B
Certificates, per $1,000 original
certificate principal amount . . . . $__________
D) Amount of reductions in Class B
Invested Amount pursuant to clauses
(c), (d), and (e) of the definition of
Class B Invested Amount:
(1) The amount of reductions in Class
B Invested Amount pursuant to clauses
(c), (d) and (e) of the definition of
Class B Invested Amount . . . . . . . $__________
(2) The amount of the reductions in
the Class B Invested Amount set forth
in paragraph 1 above, per $1,000
original certificate principal amount $__________
(3) The total amount reimbursed in
respect of such reductions in the
Class B Invested Amount . . . . . . . $__________
(4) The amount set forth in paragraph
3 above, per $1,000 original
certificate principal amount . . . . $__________
(5) The amount, if any, by which the
outstanding principal balance of the
Class B Certificates exceeds the Class
B Invested Amount after giving effect
to all transactions on such
Distribution Date . . . . . . . . . . $__________
E) Information regarding certain
distributions to the Collateral
Interest Holder:
(1) The amount distributed to the
Collateral Interest Holder in respect
of interest on the Collateral Invested
Amount . . . . . . . . . . . . . . . $__________
(2) The amount distributed to the
Collateral Interest Holder in respect
of principal on the Collateral
Invested Amount . . . . . . . . . . . $__________
F) Amount of reductions in Collateral
Invested Amount pursuant to clauses
(c), (d), and (e) of the definition of
Collateral Invested Amount:
(1) The amount of reductions in the
Collateral Invested Amount pursuant to
clauses (c), (d) and (e) of the
definition of Collateral Invested
Amount . . . . . . . . . . . . . . . $__________
(2) The total amount reimbursed in
respect of such reductions in the
Collateral Invested Amount . . . . . $__________
PARTNERS FIRST NATIONAL BANK,
SERVICER
By ________________________
Name:
Title:
RECEIVABLES --
Beginning of the Month Principal
Receivables . . . . . . . . . . . . . . $_________
Beginning of the Month Finance Charge
Receivables . . . . . . . . . . . . . . $_________
Beginning of the Month Discounted
Receivables . . . . . . . . . . . . . . $_________
Beginning of the Month Premium
Receivables . . . . . . . . . . . . . . $_________
Beginning of the Month Total
Receivables . . . . . . . . . . . . . . $_________
Removed Principal Receivables . . . . . . $_________
Removed Finance Charge Receivables . . . $_________
Removed Total Receivables . . . . . . . . $_________
Additional Principal Receivables . . . . $_________
Additional Finance Charge Receivables . . $_________
Additional Total Receivables . . . . . . $_________
Discounted Receivables Generated this
Period . . . . . . . . . . . . . . . . $_________
Premium Receivables Generated this Period $_________
End of the Month Principal Receivables . $_________
End of the Month Finance Charge
Receivables . . . . . . . . . . . . . . $_________
End of the Month Discounted Receivables . $_________
End of the Month Premium Receivables . . $_________
End of the Month Total Receivables . . . $_________
Special Funding Account Balance . . . . . $_________
Aggregate Invested Amount (all Master
Trust Series) . . . . . . . . . . . . . $_________
End of the Month Transferor Amount . . . $_________
DELINQUENCIES AND LOSSES --RECEIVABLES
End of the Month Delinquencies
30-59 Days Delinquent . . . . . . . . . $_________
60-89 Days Delinquent . . . . . . . . . $_________
90+ Days Delinquent . . . . . . . . . . $_________
Total 30+ Days Delinquent . . . . . . . $_________
Defaulted Accounts During the Month . . . $_________
INVESTED AMOUNTS --
Class A Initial Invested Amount . . . . $_________
Class B Initial Invested Amount . . . . $_________
Collateral Initial Invested Amount . . $_________
INITIAL INVESTED AMOUNT . . . . . . . . . $__________
Class A Invested Amount . . . . . . . . $_________
Class B Invested Amount . . . . . . . . $_________
Collateral Invested Amount . . . . . . $_________
INVESTED AMOUNT . . . . . . . . . . . . . $_________
Class A Adjusted Invested Amount . . . $_________
Class B Adjusted Invested Amount . . . $_________
ADJUSTED INVESTED AMOUNT . . . . . . . . $_________
MONTHLY SERVICING FEE . . . . . . . . . . $_________
INVESTOR DEFAULT AMOUNT . . . . . . . . . $_________
GROUP I INFORMATION
WEIGHTED AVERAGE CERTIFICATE RATE FOR
ALL SERIES IN GROUP ONE . . . . . . . $_________
GROUP I INVESTOR FINANCE CHARGE
COLLECTIONS . . . . . . . . . . . . . $_________
GROUP I INVESTOR ADDITIONAL AMOUNTS . . $_________
GROUP I INVESTOR DEFAULT AMOUNT . . . . $_________
GROUP I INVESTOR MONTHLY FEES . . . . . $_________
GROUP I INVESTOR MONTHLY INTEREST . . . $_________
SERIES 1997-1 INFORMATION
SERIES 1997-1 ALLOCATION PERCENTAGE . . _________%
SERIES 1997-1 ALLOCABLE FINANCE CHARGE
COLLECTIONS . . . . . . . . . . . . . $_________
SERIES 1997-1 ADDITIONAL AMOUNTS . . . $_________
SERIES 1997-1 ALLOCABLE DEFAULTED AMOUNT $_________
SERIES 1997-1 MONTHLY FEES . . . . . . $_________
SERIES 1997-1 ALLOCABLE PRINCIPAL
COLLECTIONS . . . . . . . . . . . . . $_________
SERIES 1997-1 REQUIRED TRANSFEROR AMOUNT $_________
FLOATING ALLOCATION PERCENTAGE . . . . $_________
INVESTOR FINANCE CHARGE COLLECTIONS . . _________%
INVESTOR DEFAULT AMOUNT . . . . . . . . $_________
REALLOCATED INVESTOR FINANCE CHARGE
COLLECTIONS . . . . . . . . . . . . . $_________
PRINCIPAL ALLOCATIONS PERCENTAGE . . . _________%
AVAILABLE PRINCIPAL COLLECTIONS . . . . $_________
CLASS A AVAILABLE FUNDS --
CLASS A FLOATING PERCENTAGE . . . . . . . _________%
Class A Floating Percentage of
Reallocated Investor Finance Charge
Collections . . . . . . . . . . . . . . $_________
Other Amounts . . . . . . . . . . . . . $_________
TOTAL CLASS A AVAILABLE FUNDS . . . . . . $_________
Class A Monthly Interest . . . . . . . $_________
Class A Servicing Fee (if applicable) . $_________
Class A Investor Default Amount . . . . $_________
TOTAL CLASS A EXCESS SPREAD . . . . . . . $_________
CLASS A REQUIRED AMOUNT . . . . . . . . . $_________
CLASS B AVAILABLE FUNDS -- $
CLASS B FLOATING PERCENTAGE . . . . . . . _________%
CLASS B AVAILABLE FUNDS . . . . . . . . . $_________
Class B Monthly Interest . . . . . . . $_________
Class B Servicing Fee (if applicable) . $_________
COLLATERAL AVAILABLE FUNDS COLLATERAL
FLOATING PERCENTAGE . . . . . . . . . . . _________%
COLLATERAL AVAILABLE FUNDS . . . . . . . $_________
Collateral Interest Servicing Fee (if
applicable) . . . . . . . . . . . . . . $_________
TOTAL COLLATERAL EXCESS SPREAD . . . . . $_________
TOTAL CLASS B EXCESS SPREAD . . . . . . . $_________
EXCESS SPREAD --
TOTAL EXCESS SPREAD . . . . . . . . . . . $_________
Excess Spread Applied to Class A
Required Amount . . . . . . . . . . . $_________
Excess Spread Applied to Class A
Investor Charge Offs . . . . . . . . $_________
Excess Spread Applied to Class B
Required Amount . . . . . . . . . . . $_________
Excess Spread Applied to Reductions of
Class B Invested Amount pursuant to
clauses (c), (d) and (e) . . . . . . $_________
Excess Spread Applied to Collateral
Monthly Interest . . . . . . . . . . $_________
Excess Spread Applied to Unpaid Monthly
Servicing Fee . . . . . . . . . . . . $_________
Excess Spread Applied Collateral Default
Amount . . . . . . . . . . . . . . . $_________
Excess Spread Applied to Reductions of
Collateral Invested Amount Pursuant to
Clauses (c), (d) and (e) . . . . . . $_________
Excess Spread Applied to Reserve
Account . . . . . . . . . . . . . . . $_________
Excess Spread Applied to Other Amounts
Owed to Collateral Interest Holder. . $_________
TOTAL EXCESS FINANCE CHARGE COLLECTIONS
ELIGIBLE FOR OTHER EXCESS ALLOCATION
SERIES . . . . . . . . . . . . . . . . . $_________
EXCESS FINANCE CHARGES COLLECTIONS
TOTAL EXCESS FINANCE CHARGE COLLECTIONS
FOR ALL ALLOCATION SERIES . . . . . . . . $_________
SERIES 1997-1 EXCESS FINANCE CHARGE COLLECTIONS
EXCESS FINANCE CHARGE COLLECTIONS
ALLOCATED TO SERIES 1997-1 . . . . . . . $_________
Excess Finance Charge Collections
Applied to Class A Required Amount. . $_________
Excess Finance Charge Collections
Applied to Class A Investor
Charge Offs . . . . . . . . . . . . . $_________
Excess Finance Charge Collections
Applied to Class B Required Amount. . $_________
Excess Finance Charge Collections
Applied to Reductions of Class B . . $_________
Invested Amount Pursuant to
Clauses (c), (d) and (e). . . . . . . $_________
Excess Finance Charge Collections
Applied to Collateral Monthly
Interest . . . . . . . . . . . . . . $_________
Excess Finance Charge Collections
Applied to Unpaid Monthly
Servicing Fee . . . . . . . . . . . . $_________
Excess Finance Charge Collections
Applied to Collateral Default Amount. $_________
Excess Finance Charge Collections
Applied to Reductions of Collateral
Invested Amount Pursuant to
Clauses (c), (d) and (e) . . . . . $_________
Excess Finance Charge Collections
Applied to Reserve Account . . . . . $_________
Excess Finance Charge Collections
Applied to Other Amounts Owed to
Collateral Interest Holder . . . . . $_________
YIELD AND BASE RATE --
Base Rate (Current Month) . . . . . . . _________%
Base Rate (Prior Month) . . . . . . . . _________%
Base Rate (Two Months Ago) . . . . . . _________%
THREE MONTH AVERAGE BASE RATE . . . . . . _________%
Series Adjusted Portfolio Yield (Current_________%
Month) . . . . . . . . . . . . . . . .
Series Adjusted Portfolio Yield (Prior _________%
Month) . . . . . . . . . . . . . . . .
Series Adjusted Portfolio Yield (Two _________%
Months Ago) . . . . . . . . . . . . . .
THREE MONTH AVERAGE SERIES ADJUSTED
PORTFOLIO YIELD . . . . . . . . . . . . . _________%
PRINCIPAL COLLECTIONS --
CLASS A PRINCIPAL PERCENTAGE . . . . . . _________%
Class A Principal Collections . . . . . $_________
CLASS B PRINCIPAL PERCENTAGE . . . . . . _________%
Class B Principal Collections . . . . . $_________
COLLATERAL PRINCIPAL PERCENTAGE . . . . ________%
Collateral Principal Collections . . . $_________
AVAILABLE PRINCIPAL COLLECTIONS . . . . . $_________
REALLOCATED PRINCIPAL COLLECTIONS . . . . $_________
SERIES 1997-1 PRINCIPAL SHORTFALL . . . . $_________
SHARED PRINCIPAL COLLECTIONS ALLOCABLE
FROM OTHER PRINCIPAL SHARING SERIES . . . $_________
ACCUMULATION --
Controlled Accumulation Amount . . . . $_________
Deficit Controlled Accumulation Amount $_________
CONTROLLED DEPOSIT AMOUNT . . . . . . . . $_________
PRINCIPAL FUNDING ACCOUNT BALANCE . . . . $_________
SHARED PRINCIPAL COLLECTIONS ELIGIBLE FOR
OTHER PRINCIPAL SHARING SERIES . . . . . $_________
INVESTOR CHARGE OFFS AND RECOVERIES--
CLASS A INVESTOR CHARGE OFFS . . . . . . $_________
REDUCTIONS IN CLASS B INVESTED AMOUNT
(OTHER THAN BY PRINCIPAL PAYMENTS) . . . $_________
REDUCTIONS IN COLLATERAL INVESTED AMOUNT
(OTHER THAN BY PRINCIPAL PAYMENTS) . . . $_________
PREVIOUS CLASS A CHARGE OFFS REIMBURSED . $_________
PREVIOUS CLASS B INVESTED AMOUNT
REDUCTIONS REIMBURSED . . . . . . . . . . $_________
PREVIOUS COLLATERAL INVESTED AMOUNT
REDUCTIONS REIMBURSED . . . . . . . . . . $_________
PARTNERS FIRST NATIONAL BANK,
as Servicer
By: ________________________
Name:
Title:
EXHIBIT D
FORM OF MONTHLY SERVICER'S CERTIFICATE
PARTNERS FIRST NATIONAL BANK
PARTNERS FIRST CREDIT CARD MASTER TRUST
SERIES 1997-1
The undersigned, a duly authorized representative of
PARTNERS FIRST NATIONAL BANK, as Servicer (the "Bank"), pursuant
to the Pooling and Servicing Agreement dated as of _______, 1997
(as amended and supplemented, the "Agreement"), as supplemented
by the Series 1997-1 Supplement (as amended and supplemented, the
"Series Supplement"), among the Bank, as Servicer, Partners First
Receivables Funding Corporation, as Transferor, and The Bank of
New York, as Trustee, does hereby certify as follows:
1. Capitalized terms used in this Certificate have
their respective meanings as set forth in the Agreement or
the Series Supplement, as applicable.
2. The Bank is, as of the date hereof, the Servicer
under the Agreement.
3. The undersigned is a Servicing Officer.
4. This Certificate relates to the Distribution Date
occurring on __________ ____, _____.
5. As of the date hereof, to the best knowledge of the
undersigned, the Servicer has performed in all material
respects all its obligations under the Agreement through the
Monthly Period preceding such Distribution Date [or, if
there has been a default in the performance of any such
obligation, set forth in detail the (i) nature of such
default, (ii) the action taken by the Servicer, if any, to
remedy such default and (iii) the current status of each
such default; if applicable, insert "None"].
6. As of the date hereof, to the best knowledge of the
undersigned, no Pay Out Event occurred on or prior to such
Distribution Date.
IN WITNESS WHEREOF, the undersigned has duly executed
and delivered this Certificate this ____ day of __________, ____.
PARTNERS FIRST NATIONAL BANK,
Servicer
By: ________________________
Name:
Title: