SRI Receivables Master Trust
G-1
Series 1999-1 Supplement
Exhibit 4.20
CONFORMED COPY
(including amendments as of December 9, 1999)
SRI RECEIVABLES PURCHASE CO., INC.
Transferor
SPECIALTY RETAILERS, INC.
Servicer
and
BANKERS TRUST (DELAWARE)
Trustee
on behalf of the Series 1999-1 Certificateholders and the Insurer
SERIES 1999-1 SUPPLEMENT
Dated as of November 9, 1999
to
SECOND AMENDED AND RESTATED
POOLING AND SERVICING AGREEMENT
Dated as of November 1, 1999
Class A Certificates, Series 1999-1
Class B Certificates, Series 1999-1
$28,000,000 Floating Rate
Class C Certificates, Series 1999-1
$18,375,000 Floating Rate
Class D Certificates, Series 1999-1
$20,125,000
Class E Certificates, Series 1999-1
SRI RECEIVABLES MASTER TRUST
TABLE OF CONTENTS
Page
SECTION 1. Designation 1
SECTION 2. Definitions 2
SECTION 3. Reassignment Terms 31
SECTION ▇.▇▇▇▇▇▇▇▇ and Payment for the Series 1999-1 Certificates 32
SECTION 5. Form of Delivery of Series 1999-1 Certificates 32
SECTION 6. Article IV of Agreement 35
ARTICLE IVRIGHTS OF CERTIFICATEHOLDERS ANDALLOCATION
AND APPLICATION OF COLLECTIONS
Section 4.4 Rights of Certificateholders 35
Section 4.5 Collections and Allocation 36
Section 4.6 Determination of Monthly Interest 36
Section 4.7 Determination of Principal Amounts 38
Section 4.8 Application of Funds on Deposit in the Collection
Account for the Certificates 40
Section 4.9 Determination of Required Amounts 47
Section 4.10 Daily Applications of Excess Finance Charge
Collections and Series Transferor Finance
Charge Collections. 48
Section 4.11 Investor Charge-Offs; Reallocation of Principal
Collections 49
Section 4.12 Payment of Certificate Interest and Other Amounts 53
Section 4.13 Payment of Certificate Principal 54
Section 4.14 Shared Principal Collections 56
Section 4.15 Allocation of Adjustment Payments 56
Section 4.16 Spread Account 57
Section 4.17 Reserve Account 59
Section 4.18 Accumulation Account 61
Section 4.19 Defeasance 61
SECTION 7. Article V of the Agreement 62
ARTICLE V DISTRIBUTIONS AND REPORTS
TO INVESTOR CERTIFICATEHOLDERS
Section 5.1 Distributions 62
Section 5.2 Certificateholders' Statement 63
SECTION 8. Series 1999-1 Pay Out Events 65
SECTION 9. Article VI of the Agreement 66
Section 6.15 Additional Invested Amounts 66
SECTION 10. Series 1999-1 Termination 68
SECTION 11. Periodic Finance Charges and Other Fees 68
SECTION 12. Legends; Transfer and Exchange; Restrictions on
Transfer of Series
1999-1 Certificates; Tax Treatment 69
SECTION 13. Additional Series 1999-1 Provisions 77
SECTION 14. Ratification of Agreement 82
SECTION 15. Counterparts 82
SECTION 16. GOVERNING LAW 82
SECTION 17. The Trustee 82
SECTION 18. Instructions in Writing 82
SECTION 19. Provision of Information to Certificateholders 83
SECTION 20. Limitation of Liability 83
SECTION 21. Insurer as Third Party Beneficiary 83
SECTION 22. Certain Matters Relating to the Policy and the
Insurer 83
EXHIBITS
EXHIBIT A Form of Class E Certificate
EXHIBIT B Form of Monthly Class D Certificateholders'
Statement
EXHIBIT C Form of Monthly Certificateholders' Statement
EXHIBIT D Form of Confirmation
EXHIBIT E Form of Transfer Request
EXHIBIT F Form of Investment Letter
EXHIBIT G Form of Receipt Letter
This SERIES 1999-1 SUPPLEMENT, dated as of November 9, 1999
(this "Series Supplement"), by and among SRI RECEIVABLES PURCHASE
CO., INC., a corporation organized and existing under the laws of
the State of Delaware, as Transferor (the "Transferor"),
SPECIALTY RETAILERS, INC., a corporation organized and existing
under the laws of Texas, as Servicer (the "Servicer"), and
BANKERS TRUST (DELAWARE), a banking corporation organized and
existing under the laws of the State of Delaware, as trustee
(together with its successors in trust thereunder as provided in
the Agreement referred to below, the "Trustee") under the Second
Amended and Restated Pooling and Servicing Agreement dated as of
November 1, 1999 (the "Agreement"), among the Transferor, the
Servicer and the Trustee.
Section 6.9 of the Agreement provides, among other things,
that the Transferor and the Trustee may at any time and from time
to time enter into a supplement to the Agreement for the purpose
of authorizing the issuance by the Trustee to the Transferor, for
execution and redelivery to the Trustee for authentication, one
or more Series of Certificates. This Series Supplement shall be
a "Supplement" as defined in and for the purposes of the
Agreement.
Section 4.16 of each of the Amended and Restated Series
1993-1 Supplement and the Amended and Restated Series 1995-1
Supplement, each dated as of May 30, 1996, to the Agreement
permits the Servicer, upon instruction from Transferor, to cause
the undivided interest in the Trust represented by the Trust's
Series 1993-1 Certificates and Series 1995-1 Certificates to be
conveyed to one or more Persons (who may be the holders of a new
Series of Certificates issued by the Trust).
Pursuant to this Series Supplement, the Transferor and the
Trustee shall create a new Series of Investor Certificates and
shall specify the Principal Terms thereof and cause the undivided
interest in the Trust represented by the Trust's Series 1993-1
Certificates and Series 1995-1 Certificates to be conveyed to the
holders of the Series 1999-1 Certificates issued pursuant to this
Series Supplement.
Pursuant to this Series Supplement, the Transferor and the
Trustee shall create a new Series of Investor Certificates and
shall specify the Principal Terms thereof.
SECTION 1. Designation. There is hereby created a Series of
Investor Certificates to be issued from time to time pursuant to
the Agreement and this Series Supplement to be known generally as
the "Series 1999-1 Certificates." The Series 1999-1 Certificates
shall be issued in five Classes, which shall be designated
generally as the Class A Certificates, Series 1999-1 (the
"Class A Certificates"), the Class B Certificates, Series 1999-1
(the "Class B Certificates"), the Floating Rate Class C
Certificates, Series 1999-1 (the "Class C Certificates"), the
Floating Rate Class D Certificates, Series 1999-1 (the "Class D
Certificates") and the Class E Certificates, Series 1999-1 (the
"Class E Certificates"). Transferor hereby instructs the
Servicer, and the Servicer hereby causes the undivided interest
in the Trust represented by the Trust's Series 1993-1
Certificates and Series 1995-1 Certificates to be conveyed to the
holders of the Series 1999-1 Certificates issued pursuant to this
Series Supplement and evidenced by those Series 1999-1
Certificates and to the Insurer, which shall have the rights and
other incidents described herein.
The initial Class C Certificates, Class D Certificates and
Class E Certificates will be issued on the Closing Date in
initial principal amounts equal to the Class C Initial Invested
Amount, the initial Class D Initial Invested Amount and the Class
E Initial Invested Amount, respectively. The initial Class A
Certificates and Class B Certificates are expected to be issued
on the Closing Date as Variable Funding Certificates with maximum
invested amounts of $217,000,000 and $66,500,000, respectively.
Supplemental terms relating to any Class A Certificates and Class
B Certificates issued from time to time may be specified in an
Issuance Supplement (as defined below).
The Trustee may also issue additional Class A Certificates,
Class B Certificates, Class C Certificates, Class D Certificates
and Class E Certificates from time to time pursuant to Section
6.15.
SECTION 2. Definitions. If any term or provision contained
herein shall conflict with or be inconsistent with any provision
contained in the Agreement, the terms and provisions of this
Series Supplement shall govern with respect to the Series 1999-1
Certificates. All Article, Section or subsection references
herein shall mean Article, Section or subsections of the
Agreement, as amended or supplemented by this Series Supplement,
except as otherwise provided herein. All capitalized terms not
otherwise defined herein are defined in the Agreement. Each
capitalized term defined herein shall relate only to the Series
1999-1 Certificates and no other Series of Certificates issued by
the Trust.
"Accumulation Account" is defined in Section 4.18.
"Accumulation Account Investment Proceeds" shall mean
investment earnings (net of investment losses and expenses) on
funds on deposit in any Accumulation Account.
"Accumulation Investment Shortfall" shall mean, with respect
to each Transfer Date relating to an Accumulation Period, the
amount, if any, by which the Accumulation Account Investment
Proceeds for such Transfer Date are less than the Covered Amount
determined as of such Transfer Date.
"Accumulation Period" shall mean any period specified in any
Issuance Supplement in which deposits are required to be made to
an Accumulation Account to provide for payment of principal on
the related Class A Certificates on the related Class A Expected
Final Payment Date.
"Additional Class A Invested Amount" shall have the meaning
specified in Section 6.15 of the Agreement.
"Additional Class B Invested Amount" shall have the meaning
specified in Section 6.15 of the Agreement.
"Additional Class C Invested Amount" shall have the meaning
specified in Section 6.15 of the Agreement.
"Additional Class D Invested Amount" shall have the meaning
specified in Section 6.15 of the Agreement.
"Additional Class E Invested Amount" shall have the meaning
specified in Section 6.15 of the Agreement.
"Additional Interest" shall mean, at any time of
determination, the sum of Class A Additional Interest, Class B
Additional Interest, Class C Additional Interest and Class D
Additional Interest.
"Additional Invested Amount" shall have the meaning
specified in Section 6.15 of the Agreement.
"Adjusted LIBOR" shall mean, for an Interest Accrual Period,
the rate obtained by dividing (x) LIBOR as of the related Rate
Determination Date by (y) a percentage equal to one minus the
stated maximum rate (stated as a decimal) of all reserves
required to be maintained against "Eurocurrency Liabilities" as
specified in Regulation D of the Board of Governors of the
Federal Reserve System (or against any other category of
liabilities which includes deposits by reference to which the
interest rate on LIBOR is determined or any category of
extensions of credit or other assets which includes loans by a
non-United States office of any bank to United States residents).
"Agreement" shall have the meaning specified in the first
paragraph of the recitals hereto.
"Amortization Period Commencement Date" shall mean the
earliest of (i) the last day of the June 2002 Monthly Period,
(ii) the date specified in any Issuance Supplement for the
beginning of any amortization period (other than a Partial
Amortization Period) for the related Class A Certificates or
Class B Certificates or any Accumulation Period and (iii) the Pay
Out Commencement Date.
"Available Principal Collections" shall mean, as to any
Monthly Period, an amount equal to (a) the aggregate Principal
Collections deposited into the Principal Account during such
Monthly Period pursuant to Section 4.8(c), minus (b) the amount
of Reallocated Principal Collections with respect to such Monthly
Period which pursuant to Section 4.11(b) are required to fund the
Monthly Required Amounts and are withdrawn from the Principal
Account for that purpose, plus (c) the amount of Available Series
1999-1 Finance Charge Collections, Excess Finance Charge
Collections and Series Transferor Finance Charge Collections that
are required to be treated as Available Principal Collections
pursuant to Sections 4.8(a)(iv), (v), (vi), (vii), (ix), (x),
(xii), (xiii), (xv) and (xvi) and Section 4.9(a) on any Business
Day falling in that Monthly Period, plus (d) the amount of Shared
Principal Collections from other Series that are allocated to
Series 1999-1 for such Monthly Period and funds released from the
Equalization Account that are required to be treated as Shared
Principal Collections and are allocated to Series 1999-1 for such
Monthly Period.
"Available Reserve Account Amount" shall mean, as to any
Transfer Date during any Accumulation Period, the lesser of (a)
the amount on deposit in the Reserve Account on such date (after
taking into account any interest and earnings retained in the
Reserve Account pursuant to Section 4.17(b) on such date, but
before giving effect to any deposit made or to be made pursuant
to Section 4.8(a)(xvii) to the Reserve Account on such date) and
(b) the Required Reserve Account Amount.
"Available Series 1999-1 Finance Charge Collections" shall
mean, for any Business Day, the sum of (a) the Floating
Allocation Percentage of Finance Charge Collections available in
the Collection Account for the first time on that Business Day,
(b) investment earnings on amounts on deposit in the Principal
Account and (c) any Accumulation Account Investment Proceeds.
"Available Spread Account Amount" shall mean, with respect
to any Distribution Date, an amount equal to the lesser of (a)
the amount on deposit in the Spread Account (exclusive of
Investment Earnings) on such date (before giving effect to any
deposit to, or withdrawal from, the Spread Account made or to be
made with respect to such date) and (b) the Required Spread
Account Amount for such Distribution Date.
"Base Rate" shall mean, for any Interest Accrual Period, the
sum of (i) the weighted average of the Class A Certificate Rates,
the Class B Certificate Rates, the Class C Certificate Rate, the
Class D Certificate Rate and the Class E Certificate Rate for
that Interest Accrual Period, plus (ii) the result of (a) the
Facilities Costs (other than interest) which have accrued on the
Class A VFCs and the Class B VFCs for that Interest Accrual
Period plus the Insurance Premium for that Interest Accrual
Period, divided by (b) the daily average Invested Amount for that
Interest Accrual Period plus (iii) the Series Servicing Fee
Percentage.
"Book-Entry Register" shall mean the Certificate Register as
maintained in accordance with this Series Supplement with respect
to the Class C Certificates and the Class D Certificates.
"Business Day" shall have the meaning set forth in the
Agreement; provided that (a) no day on which the Insurer is
closed (as notified to the Trustee by the Insurer) shall be a
Business Day and (b) as used in the definition of "LIBOR Rate"
and "Rate Determination Date," "Business Day" shall mean a day
for dealings by and between banks in U.S. dollar deposits in the
London interbank eurodollar markets.
"Carryover Class A Carrying Costs" shall mean, on any
Business Day in a Monthly Period, (a) any Class A Carrying Costs
with respect to any Distribution Date relating to a prior Monthly
Period which have not previously been deposited in the Interest
Funding Account or paid on any previous Distribution Date, plus
(b) any Class A Additional Interest, plus (c) any Class A
Additional Interest relating to a prior Monthly Period which has
not previously been deposited in the Interest Funding Account or
paid on any previous Distribution Date.
"Carryover Class B Carrying Costs" shall mean, on any
Business Day in a Monthly Period, (a) any Class B Carrying Costs
with respect to any Distribution Date relating to a prior Monthly
Period which has not previously been deposited in the Interest
Funding Account or paid on any previous Distribution Date, plus
(b) any Class B Additional Interest, plus (c) any Class B
Additional Interest relating to a prior Monthly Period which has
not previously been deposited in the Interest Funding Account or
paid on any previous Distribution Date.
"Carryover Class C Interest" shall mean, on any Business Day
in a Monthly Period, (a) any Class C Interest with respect to any
Distribution Date relating to a prior Monthly Period which has
not previously been deposited in the Interest Funding Account or
paid on any previous Distribution Date, plus (b) any Class C
Additional Interest, plus (c) any Class C Additional Interest
relating to a prior Monthly Period which has not previously been
deposited in the Interest Funding Account or paid on any previous
Distribution Date.
"Carryover Class D Interest" shall mean, on any Business Day
in a Monthly Period, (a) any Class D Interest with respect to any
Distribution Date relating to a prior Monthly Period which has
not previously been deposited in the Interest Funding Account or
paid on any previous Distribution Date, plus (b) any Class D
Additional Interest, plus (c) any Class D Additional Interest
relating to a prior Monthly Period which has not previously been
deposited in the Interest Funding Account or paid on any previous
Distribution Date.
"Carryover Class E Interest" shall mean zero; provided that,
in connection with the transfer of all or part of the Class E
Certificates, the Transferor and the Trustee may amend this
definition without the consent of any Certificateholder so long
as each Rating Agency confirms that doing so will not cause that
Rating Agency to downgrade or withdraw its rating on any Class of
the Series 1999-1 Certificates.
"Class A Additional Interest" shall have the meaning
specified in subsection 4.6(a).
"Class A Adjusted Invested Amount" shall mean the Class A
Invested Amount minus the principal amount on deposit in any
Accumulation Account; provided, that the "Class A Adjusted
Invested Amount" shall in no event be less than zero.
"Class A Carrying Cost Rate" shall mean for any Class A VFCs
and any Distribution Date, a rate per annum equal to the sum of
Adjusted LIBOR for the related Interest Accrual Period plus 1.00%
plus the Class A Program Fee Rate (as defined in the Issuance
Supplement).
"Class A Carrying Costs" shall mean, for any Distribution
Date, an amount equal to the sum of the Class A Interest, any
other Senior Facilities Costs with respect to the Class A VFCs
and any Carryover Class A Carrying Costs for that Distribution
Date.
"Class A Carrying Cost Shortfall" shall have the meaning
specified in subsection 4.6(a).
"Class A Carrying Cost Target" shall mean, for any Business
Day falling in any Monthly Period, an amount equal to the sum of
the following amounts calculated with respect to the Class A
Certificates:
(a) as to any Class A VFCs, the product of (i) the
Class A Carrying Cost Rate for the most recent Distribution
Date, (ii) the expected daily average Class A Invested
Amount allocable to those Class A VFCs for the Interest
Accrual Period relating to the Distribution Date relating to
such Monthly Period and (iii) a fraction the numerator of
which is the number of days in such Interest Accrual Period
and the denominator of which is 360;
(b) as to any other Class A Certificates, (i) if such
Business Day falls prior to the Rate Determination Date for
the related Distribution Date, an amount equal to 125% of
the sum of the Class A Interest and any Carryover Class A
Interest on those Class A Certificates for the Distribution
Date relating to the prior Monthly Period and (ii) if such
Business Day falls on or after the Rate Determination Date
for the related Distribution Date, an amount equal to the
sum of the Class A Interest and any Carryover Class A
Interest on those Class A Certificates for that Distribution
Date.
"Class A Certificateholder" shall mean any Person in whose
name a Class A Certificate is registered in the Certificate
Register.
"Class A Certificate Rate" shall mean, for all or any
portion of the Class A Certificates outstanding from time to
time, the rate set forth in the applicable Issuance Supplement.
"Class A Certificates" shall mean any of the certificates
from time to time executed by the Transferor and authenticated by
or on behalf of the Trustee, as part of Series 1999-1 that are
designated as Class A Certificates in the related Issuance
Supplement, and shall include Class A VFCs.
"Class A Expected Final Payment Date" shall, with respect to
the Class A Certificates or any portion thereof, be defined in
the applicable Issuance Supplement, but shall not be later than
the Class A/B VFC Expected Final Payment Date.
"Class A Fixed Allocation Percentage" shall mean, for any
Business Day following the Revolving Period, the percentage
equivalent of a fraction, the numerator of which is the Class A
Invested Amount at the end of the last day of the Revolving
Period and the denominator of which is the greater of (a) the sum
of the aggregate amount of Principal Receivables in the Trust and
the amount on deposit in the Equalization Account at the end of
the last day of the Revolving Period and (b) the sum of the
numerators used to calculate the allocation percentages with
respect to Principal Collections for all Classes of all Series on
such Business Day; provided that if Series 1999-1 is paired with
a Paired Series and a pay out event occurs with respect to such
Paired Series during the Scheduled Amortization Period, the
Transferor may, by written notice delivered to the Trustee and
the Servicer, designate a different numerator (provided that such
numerator is not less than the Class A Invested Amount (less the
balance on deposit in any Accumulation Account and the Principal
Account that is not subject to being treated as Reallocated
Principal Collections or Shared Principal Collections) as of the
last day of the revolving period for such Paired Series). A
Class A Fixed Allocation Percentage (as defined in an applicable
Issuance Supplement) may also apply during a Partial Amortization
Period to the extent provided in the applicable Issuance
Supplement.
"Class A Floating Allocation Percentage" shall mean, for any
Monthly Period, the percentage equivalent of a fraction, the
numerator of which is the Class A Invested Amount (or, during an
Accumulation Period, the Class A Adjusted Invested Amount) at the
end of the previous Monthly Period and the denominator of which
is the greater of (a) the sum of the amount of Principal
Receivables in the Trust and the amounts on deposit in the
Equalization Account and (b) the sum of the numerators used to
calculate the allocation percentages with respect to Principal
Collections, Finance Charge Collections, Default Amounts or
Uncovered Dilution Amounts, as applicable, for all Classes of all
Series, in the case of each of clause (a) and clause (b)
determined as of the end of the most recent Monthly Period;
provided, that if one or more Reset Dates occur in a Monthly
Period, the Class A Floating Allocation Percentage for the
portion of the Monthly Period falling after each such Reset Date
(the "subject Reset Date") and prior to or on any subsequent
Reset Date will be determined using a denominator equal to the
greater of the amounts specified in clauses (a) and (b) above
determined as of the close of business on the subject Reset Date.
"Class A Initial Invested Amount" shall mean the aggregate
initial principal amount of the Class A Certificates, which will
be specified in the Issuance Supplement for the initial Class A
Certificates.
"Class A Interest" shall have the meaning specified in
subsection 4.6(a).
"Class A Invested Amount" shall mean, for any Business Day,
an amount equal to (a) the Class A Initial Invested Amount, plus
(b) the initial principal amount of any Additional Class A
Invested Amounts issued through the end of the preceding Business
Day pursuant to Section 6.15, minus (c) the aggregate amount of
principal payments made to Class A Certificateholders prior to
such Business Day, minus (d) the aggregate amount of Class A
Investor Charge-Offs for all prior Business Days, plus (e) the
aggregate amount allocated with respect to Class A Investor
Charge-Offs and available on all prior Business Days pursuant to
subsection 4.8(a)(v), for the purpose of reinstating amounts
reduced pursuant to the foregoing clause (d).
"Class A Investor Charge-Offs" shall mean, on any Business
Day, any reduction in the Class A Invested Amount made pursuant
to Section 4.11(a).
"Class A Investor Default Amount" shall mean, for any
Business Day falling in a Monthly Period, the product of (a) the
Default Amount for such Business Day and (b) the Class A Floating
Allocation Percentage for such Monthly Period.
"Class A Principal" shall mean the principal distributable
in respect of the Class A Certificates as calculated in
accordance with subsection 4.7(a).
"Class A Reduction Amount" shall have the meaning specified
in subsection 4.11(a).
"Class A Servicing Fee Share" shall have the meaning
specified in subsection 4.9(b).
"Class A Uncovered Dilution Amount" shall mean, for any
Business Day falling in a Monthly Period, an amount equal to the
product of (a) the Uncovered Dilution Amount for such day and (b)
the Class A Floating Allocation Percentage for such Monthly
Period.
"Class A VFCs" shall mean any Class A Certificates that may
from time to time be issued as part of Series 1999-1 that are
Variable Funding Certificates.
"Class A/B VFC Expected Final Payment Date" shall mean the
August 2002 Distribution Date.
"Class B Additional Interest" shall have the meaning
specified in subsection 4.6(b).
"Class B Carrying Cost Rate" shall mean for any Class B VFCs
and any Distribution Date, a rate per annum equal to the sum of
Adjusted LIBOR for the related Interest Accrual Period plus 1.00%
plus the Class B Program Fee Rate (as defined in the Issuance
Supplement).
"Class B Carrying Costs" shall mean, for any Distribution
Date, an amount equal to the sum of the Class B Interest, any
other Senior Facilities Costs with respect to the Class B VFCs
and any Carryover Class B Carrying Costs for that Distribution
Date.
"Class B Carrying Cost Shortfall" shall have the meaning
specified in subsection 4.6(b).
"Class B Carrying Cost Target" shall mean, for any Business
Day falling in any Monthly Period, an amount equal to the sum of
the following amounts calculated with respect to the Class B
Certificates:
(a) as to any Class B VFCs, the product of (i) the
Class B Carrying Cost Rate for the most recent Distribution
Date, (ii) the expected daily average Class B Invested
Amount allocable to those Class B VFCs for the Interest
Accrual Period relating to the Distribution Date relating to
such Monthly Period and (iii) a fraction the numerator of
which is the number of days in such Interest Accrual Period
and the denominator of which is 360;
(b) as to any other Class B Certificates, (i) if such
Business Day falls prior to the Rate Determination Date for
the related Distribution Date, an amount equal to 125% of
the sum of the Class B Interest and any Carryover Class B
Interest on those Class B Certificates for the Distribution
Date relating to the prior Monthly Period and (ii) if such
Business Day falls on or after the Rate Determination Date
for the related Distribution Date, an amount equal to the
sum of the Class B Interest and any Carryover Class B
Interest on those Class B Certificates for that Distribution
Date.
"Class B Certificateholder" shall mean any Person in whose
name a Class B Certificate is registered in the Certificate
Register.
"Class B Certificate Rate" shall mean, for all or any
portion of the Class B Certificates outstanding from time to
time, the rate set forth in the applicable Issuance Supplement.
"Class B Certificates" shall mean any of the certificates
from time to time executed by the Transferor and authenticated by
or on behalf of the Trustee, as part of Series 1999-1 that are
designated as Class B Certificates in the related Issuance
Supplement, and shall include Class B VFCs.
"Class B Expected Final Payment Date" shall, with respect to
the Class B Certificates or any portion thereof, be defined in
the applicable Issuance Supplement, but shall not be later than
the Class A/B VFC Expected Final Payment Date.
"Class B Fixed Allocation Percentage" shall mean, for any
Business Day following the Revolving Period, the percentage
equivalent of a fraction, the numerator of which is the Class B
Invested Amount at the end of the last day of the Revolving
Period and the denominator of which is the greater of (a) the sum
of the aggregate amount of Principal Receivables in the Trust and
the amount on deposit in the Equalization Account at the end of
the last day of the Revolving Period and (b) the sum of the
numerators used to calculate the allocation percentages with
respect to Principal Collections for all Classes of all Series on
such Business Day; provided that if Series 1999-1 is paired with
a Paired Series and a pay out event occurs with respect to such
Paired Series during the Scheduled Amortization Period, the
Transferor may, by written notice delivered to the Trustee and
the Servicer, designate a different numerator (provided that such
numerator is not less than the Class B Invested Amount (less, if
the Class A Fixed Allocation Percentage is zero, the balance on
deposit in the Principal Account that is not subject to being
treated as Reallocated Principal Collections or Shared Principal
Collections, to the extent not subtracted in reducing the Class A
Fixed Allocation Percentage to zero) as of the last day of the
revolving period for such Paired Series). A Class B Fixed
Allocation Percentage (as defined in an applicable Issuance
Supplement) may also apply during a Partial Amortization Period
to the extent provided in the applicable Issuance Supplement.
"Class B Floating Allocation Percentage" shall mean, for any
Monthly Period, the percentage equivalent of a fraction, the
numerator of which is the Class B Invested Amount at the end of
the previous Monthly Period and the denominator of which is the
greater of (a) the sum of the amount of Principal Receivables in
the Trust and the amounts on deposit in the Equalization Account
and (b) the sum of the numerators used to calculate the
allocation percentages with respect to Principal Collections,
Finance Charge Collections, Default Amounts or Uncovered Dilution
Amounts, as applicable, for all Classes of all Series, in the
case of each of clause (a) and clause (b), determined as of the
end of the most recent Monthly Period; provided, that if one or
more Reset Dates occur in a Monthly Period, the Class B Floating
Allocation Percentage for the portion of the Monthly Period
falling after each such Reset Date (the "subject Reset Date") and
prior to or on any subsequent Reset Date will be determined using
a denominator equal to the greater of the amounts specified in
clauses (a) and (b) above determined as of the close of business
on the subject Reset Date.
"Class B Initial Invested Amount" shall mean the aggregate
initial principal amount of the Class B Certificates, which will
be specified in the Issuance Supplement for the initial Class B
Certificates.
"Class B Interest" shall have the meaning specified in
subsection 4.6(b).
"Class B Invested Amount" shall mean, for any Business Day,
an amount equal to (a) the Class B Initial Invested Amount, plus
(b) the initial principal amount of any Additional Class B
Invested Amounts issued through the end of the preceding Business
Day pursuant to Section 6.15, minus (c) the aggregate amount of
principal payments made to Class B Certificateholders prior to
such Business Day, minus (d) the aggregate amount of Class B
Investor Charge-Offs for all prior Business Days, plus (e) the
aggregate amount allocated with respect to Class B Investor
Charge-Offs and available on all prior Business Days pursuant to
subsection 4.8(a)(vii) for the purpose of reinstating amounts
reduced pursuant to the foregoing clause (d).
"Class B Investor Charge-Offs" shall mean, on any Business
Day, any reduction in the Class B Invested Amount made pursuant
to Section 4.11.
"Class B Investor Default Amount" shall mean, for any
Business Day falling in a Monthly Period, the product of (a) the
Default Amount for such Business Day and (b) the Class B Floating
Allocation Percentage for such Monthly Period.
"Class B Principal" shall mean the principal distributable
in respect of the Class B Certificates as calculated in
accordance with subsection 4.7(b).
"Class B Principal Payment Commencement Date" shall mean,
for all or any portion of the Class B Certificates, the earlier
of (a) the date specified in the applicable Issuance Supplement
and (b) the Distribution Date following a sale or repurchase of
the Receivables as set forth in Section 2.4(e), 9.2, 10.2(a),
12.1 or 12.2 of the Agreement and Section 3 of this Series
Supplement.
"Class B Reduction Amount" shall have the meaning specified
in subsection 4.11(a).
"Class B Servicing Fee Share" shall have the meaning
specified in subsection 4.9(c).
"Class B Uncovered Dilution Amount" shall mean, for any
Business Day falling in a Monthly Period, an amount equal to the
product of (a) the Uncovered Dilution Amount for such day and
(b)the Class B Floating Allocation Percentage for such Monthly
Period.
"Class B VFCs" shall mean any Class B Certificates that may
from time to time be issued as part of Series 1999-1 that are
Variable Funding Certificates.
"Class C Additional Interest" shall have the meaning
specified in subsection 4.6(c).
"Class C Certificate Assignment" shall have the meaning
specified in Section 12(h).
"Class C Certificateholder" shall mean any Person in whose
name a Class C Certificate is registered in the Certificate
Register.
"Class C Certificate Rate" shall mean, with respect to the
Class C Certificates, 8.40375% per annum with respect to the
initial Interest Accrual Period and, with respect to each
subsequent Interest Accrual Period a per annum rate of 3.00% in
excess of LIBOR prevailing on the related Rate Determination
Date; provided however that, notwithstanding anything herein to
the contrary (including Section 13.1 of the Agreement), upon the
written agreement of the Transferor and the Class C
Certificateholders, the Class C Certificate Rate may be reduced
without further action.
"Class C Certificates" shall mean any of the class of
certificates with that designation issued pursuant to this Series
Supplement.
"Class C Expected Final Payment Date" shall mean the
September 2002 Distribution Date.
"Class C Fixed Allocation Percentage" shall mean, for any
Business Day following the Revolving Period, the percentage
equivalent of a fraction, the numerator of which is the Class C
Invested Amount at the end of the last day of the Revolving
Period and the denominator of which is the greater of (a) the sum
of the aggregate amount of Principal Receivables in the Trust and
the amount on deposit in the Equalization Account at the end of
the last day of the Revolving Period and (b) the sum of the
numerators used to calculate the allocation percentages with
respect to Principal Collections for all Classes of all Series on
such Business Day; provided that if Series 1999-1 is paired with
a Paired Series and a pay out event occurs with respect to such
Paired Series during the Scheduled Amortization Period, the
Transferor may, by written notice delivered to the Trustee and
the Servicer, designate a different numerator (provided that such
numerator is not less than the Class C Invested Amount (less, if
the Class B Fixed Allocation Percentage is zero, the balance on
deposit in the Principal Account that is not subject to being
treated as Reallocated Principal Collections or Shared Principal
Collections, to the extent not subtracted in reducing the Class B
Fixed Allocation Percentage or the Class A Fixed Allocation
Percentage to zero) as of the last day of the revolving period
for such Paired Series). A Class C Fixed Allocation Percentage
(as defined in an applicable Issuance Supplement) may also apply
during a Partial Amortization Period to the extent provided in
the applicable Issuance Supplement.
"Class C Floating Allocation Percentage" shall mean, for any
Monthly Period, the percentage equivalent of a fraction, the
numerator of which is the Class C Invested Amount at the end of
the previous Monthly Period and the denominator of which is the
greater of (a) the sum of the amount of Principal Receivables in
the Trust and the amounts on deposit in the Equalization Account
and (b) the sum of the numerators used to calculate the
allocation percentages with respect to Principal Collections,
Finance Charge Collections, Default Amounts or Uncovered Dilution
Amounts, as applicable, for all Classes of all Series, in the
case of each of clause (a) and clause (b), determined as of the
end of the most recent Monthly Period; provided, that if one or
more Reset Dates occur in a Monthly Period, the Class C Floating
Allocation Percentage for the portion of the Monthly Period
falling after each such Reset Date (the "subject Reset Date") and
prior to or on any subsequent Reset Date will be determined using
a denominator equal to the greater of the amounts specified in
clauses (a) and (b) above determined as of the close of business
on the subject Reset Date.
"Class C Initial Invested Amount" shall mean the aggregate
initial principal amount of the Class C Certificates, which is
$28,000,000.
"Class C Interest" shall have the meaning specified in
subsection 4.6(c).
"Class C Interest Shortfall" shall have the meaning
specified in subsection 4.6(c).
"Class C Invested Amount" shall mean, for any Business Day,
an amount equal to (a) the Class C Initial Invested Amount, plus
(b) the initial principal amount of any Additional Class C
Invested Amounts issued through the end of the preceding Business
Day pursuant to Section 6.15, minus (c) the aggregate amount of
principal payments made to Class C Certificateholders prior to
such Business Day, minus (d) the aggregate amount of Class C
Investor Charge-Offs for all prior Business Days, and plus
(e) the aggregate amount allocated with respect to Class C
Investor Charge-Offs and available on all prior Business Days
pursuant to subsection 4.8(a)(x), for the purpose of reinstating
amounts reduced pursuant to the foregoing clause (d).
"Class C Investor Charge-Offs" shall mean, on any Business
Day, any reduction in the Class C Invested Amount made pursuant
to Section 4.11.
"Class C Investor Default Amount" shall mean, for any
Business Day falling in a Monthly Period, the product of (a) the
Default Amount for such Business Day and (b) the Class C Floating
Allocation Percentage for such Monthly Period.
"Class C Principal" shall mean the principal distributable
in respect of the Class C Certificates as calculated in
accordance with subsection 4.7(c).
"Class C Principal Payment Commencement Date" shall mean the
earliest of (a) the Distribution Date in the Scheduled
Amortization Period after the one on which the Class B Invested
Amount is paid in full, (b) the Distribution Date in a Rapid
Amortization Period on which the Class B Invested Amount is paid
in full or, if there are no Principal Collections allocable to
the Series 1999-1 Investor Certificates remaining after payments
have been made to the Class B Certificates on such Distribution
Date, the Distribution Date following the Distribution Date on
which the Class B Invested Amount is paid in full and (c) the
Distribution Date following a sale or repurchase of the
Receivables as set forth in Sections 2.4(e), 9.2, 10.2(a), 12.1
or 12.2 of the Agreement and Section 3 of this Series Supplement.
"Class C Reduction Amount" shall have the meaning specified
in subsection 4.11(a).
"Class C Servicing Fee Share" shall have the meaning
specified in subsection 4.9(d).
"Class C Uncovered Dilution Amount" shall mean, for any
Business Day falling in a Monthly Period, an amount equal to the
product of (a) the Uncovered Dilution Amount for such day and (b)
the Class C Floating Allocation Percentage for such Monthly
Period.
"Class D Additional Interest" shall have the meaning
specified in subsection 4.6(d).
"Class D Certificate Assignment" shall have the meaning
specified in Section 12(h).
"Class D Certificateholder" shall mean any Person in whose
name a Class D Certificate is registered in the Certificate
Register.
"Class D Certificate Rate" shall mean, with respect to the
Class D Certificates, 12.40375% per annum with respect to the
initial Interest Accrual Period and, with respect to each
subsequent Interest Accrual Period a per annum rate of 3.20% in
excess of LIBOR prevailing on the related Rate Determination
Date; provided however that, notwithstanding anything herein to
the contrary (including Section 13.1 of the Agreement), upon the
written agreement of the Transferor and the Class D
Certificateholders, the Class D Certificate Rate may be reduced
without further action.
"Class D Certificates" shall mean any of the class of
certificates with that designation issued pursuant to this Series
Supplement.
"Class D Expected Final Payment Date" shall mean the October
2002 Distribution Date.
"Class D Fixed Allocation Percentage" shall mean, for any
Business Day following the Revolving Period, the percentage
equivalent of a fraction, the numerator of which is the Class D
Invested Amount at the end of the last day of the Revolving
Period and the denominator of which is the greater of (a) the
aggregate amount of Principal Receivables in the Trust and the
amount on deposit in the Equalization Account as of the end of
the last day of the Revolving Period and (b) the sum of the
numerators used to calculate the allocation percentages with
respect to Principal Collections for all Classes of all Series on
such Business Day; provided that if Series 1999-1 is paired with
a Paired Series and a pay out event occurs with respect to such
Paired Series during the Scheduled Amortization Period, the
Transferor may, by written notice delivered to the Trustee and
the Servicer, designate a different numerator (provided that such
numerator is not less than the Class D Invested Amount (less, if
the Class C Fixed Allocation Percentage is zero, the balance on
deposit in the Principal Account that is not subject to being
treated as Reallocated Principal Collections or Shared Principal
Collections, to the extent not subtracted in reducing the Class C
Fixed Allocation Percentage, the Class B Fixed Allocation
Percentage or the Class A Fixed Allocation Percentage to zero) as
of the last day of the revolving period for such Paired Series).
A Class D Fixed Allocation Percentage (as defined in an
applicable Issuance Supplement) may also apply during a Partial
Amortization Period to the extent provided in the applicable
Issuance Supplement.
"Class D Floating Allocation Percentage" shall mean, for any
Monthly Period, the percentage equivalent of a fraction, the
numerator of which is the Class D Invested Amount at the end of
the previous Monthly Period and the denominator of which is the
greater of (a) the sum of the amount of Principal Receivables in
the Trust and the amounts on deposit in the Equalization Account
and (b) the sum of the numerators used to calculate the
allocation percentages with respect to Principal Collections,
Finance Charge Collections, Default Amounts or Uncovered Dilution
Amounts, as applicable, for all Classes of all Series, in the
case of each of clause (a) and clause (b), determined as of the
end of the most recent Monthly Period; provided, that if one or
more Reset Dates occur in a Monthly Period, the Class D Floating
Allocation Percentage for the portion of the Monthly Period
falling after each such Reset Date (the "subject Reset Date") and
prior to or on any subsequent Reset Date will be determined using
a denominator equal to the greater of the amounts specified in
clauses (a) and (b) above determined as of the close of business
on the subject Reset Date.
"Class D Initial Invested Amount" shall mean the aggregate
initial principal amount of the Class D Certificates, which is
$18,375,000.
"Class D Interest" shall have the meaning specified in
subsection 4.6(d).
"Class D Interest Shortfall" shall have the meaning
specified in subsection 4.6(d).
"Class D Invested Amount" shall mean, for any Business Day,
an amount equal to (a) the Class D Initial Invested Amount, plus
(b) the initial principal amount of any Additional Class D
Invested Amounts issued through the end of the preceding Business
Day pursuant to Section 6.15, minus (c) the aggregate amount of
principal payments made to Class D Certificateholders prior to
such Business Day (excluding principal payments made pursuant to
Section 4.16), minus (d) the aggregate amount of Class D Investor
Charge-Offs for all prior Business Days, and plus (e) the
aggregate amount allocated with respect to Class D Investor
Charge-Offs and available on all prior Business Days pursuant to
subsection 4.8(a)(xiii), for the purpose of reinstating amounts
reduced pursuant to the foregoing clause (d).
"Class D Investor Charge-Offs" shall mean, on any Business
Day, any reduction in the Class D Invested Amount made pursuant
to Section 4.11.
"Class D Investor Default Amount" shall mean, for any
Business Day falling in a Monthly Period, the product of (a) the
Default Amount for such Business Day and (b) the Class D Floating
Allocation Percentage for such Monthly Period.
"Class D Investor Principal Balance" shall mean, with
respect to any date of determination, an amount equal to (a) the
Class D Initial Invested Amount, plus (b) the aggregate principal
amount of any Additional Class D Invested Amounts issued through
the end of the preceding Business Day pursuant to Section 6.15,
minus (c) the aggregate amount of principal payments made to the
Class D Certificateholders prior to such date (including payments
in respect of principal made to the Class D Certificateholders
from the proceeds of any draw on the Spread Account pursuant to
Section 4.16 or from the Policy).
"Class D Principal" shall mean the principal distributable
in respect of the Class D Certificates as calculated in
accordance with subsection 4.7(d).
"Class D Principal Payment Commencement Date" shall mean the
earliest of (a) the Distribution Date in the Scheduled
Amortization Period after the one on which the Class C Invested
Amount is paid in full, (b) the Distribution Date in a Rapid
Amortization Period on which the Class C Invested Amount is paid
in full or, if there are no Principal Collections allocable to
the Series 1999-1 Investor Certificates remaining after payments
have been made to the Class C Certificates on such Distribution
Date, the Distribution Date following the Distribution Date on
which the Class C Invested Amount is paid in full and (c) the
Distribution Date following a sale or repurchase of the
Receivables as set forth in Sections 2.4(e), 9.2, 10.2(a), 12.1
or 12.2 of the Agreement and Section 3 of this Series Supplement.
"Class D Reduction Amount" shall have the meaning specified
in subsection 4.11(a).
"Class D Release Date" shall mean the date that is the
earlier of (a) the date on which the Class A Invested Amount, the
Class B Invested Amount and the Class C Invested Amount have been
reduced to zero (including the date of the application of
liquidation proceeds or termination of the interest of Series
1999-1 in the Trust pursuant to Sections 2.4(e), 9.2, 12.1 or
12.2 of the Agreement and Section 3 of this Series Supplement)
and (b) the Series 1999-1 Termination Date.
"Class D Servicing Fee Share" shall have the meaning
specified in subsection 4.9(e).
"Class D Uncovered Dilution Amount" shall mean, for any
Business Day, an amount equal to the product of (a) the Uncovered
Dilution Amount for such day and (b) the Class D Floating
Allocation Percentage for such day.
"Class E Certificateholder" shall mean any Person in whose
name a Class E Certificate is registered in the Certificate
Register.
"Class E Certificate Rate" shall mean 0.00% per annum,
provided that in connection with the transfer of all or part of
the Class E Certificates, the Transferor may designate an
interest rate for all, or the transferred portion, of the Class E
Certificates so long as each Rating Agency confirms that doing so
will not cause that Rating Agency to downgrade or withdraw its
rating on any Class of the Series 1999-1 Certificates.
"Class E Certificates" shall mean any of the certificates
executed by the Transferor and authenticated by or on behalf of
the Trustee, substantially in the form of Exhibit A-3.
"Class E Fixed Allocation Percentage" shall mean, for any
Business Day following the Revolving Period, the percentage
equivalent of a fraction, the numerator of which is the Class E
Invested Amount at the end of the last day of the Revolving
Period and the denominator of which is the greater of (a) the sum
of the aggregate amount of Principal Receivables in the Trust and
the amount on deposit in the Equalization Account at the end of
the last day of the Revolving Period and (b) the sum of the
numerators used to calculate the allocation percentages with
respect to Principal Collections for all Classes of all Series on
such Business Day; provided that if Series 1999-1 is paired with
a Paired Series and a pay out event occurs with respect to such
Paired Series during the Scheduled Amortization Period, the
Transferor may, by written notice delivered to the Trustee and
the Servicer, designate a different numerator (provided that such
numerator is not less than the Class E Invested Amount (less, if
the Class D Fixed Allocation Percentage is zero, the balance on
deposit in the Principal Account that is not subject to being
treated as Reallocated Principal Collections or Shared Principal
Collections, to the extent not subtracted in reducing the Class D
Fixed Allocation Percentage, the Class C Fixed Allocation
Percentage, the Class B Fixed Allocation Percentage or the Class
A Fixed Allocation Percentage to zero) as of the last day of the
revolving period for such Paired Series). A Class E Fixed
Allocation Percentage (as defined in an applicable Issuance
Supplement) may also apply during a Partial Amortization Period
to the extent provided in the applicable Issuance Supplement.
"Class E Floating Allocation Percentage" shall mean, for any
Monthly Period, the percentage equivalent of a fraction, the
numerator of which is the Class E Invested Amount at the end of
the previous Monthly Period and the denominator of which is the
greater of (a) the sum of the amount of Principal Receivables in
the Trust and the amounts on deposit in the Equalization Account
and (b) the sum of the numerators used to calculate the
allocation percentages with respect to Principal Collections,
Finance Charge Collections, Default Amounts or Uncovered Dilution
Amounts, as applicable, for all Classes of all Series, in the
case of each of clause (a) and clause (b), determined as of the
end of the most recent Monthly Period; provided, that if one or
more Reset Dates occur in a Monthly Period, the Class E Floating
Allocation Percentage for the portion of the Monthly Period
falling after each such Reset Date (the "subject Reset Date") and
prior to or on any subsequent Reset Date will be determined using
a denominator equal to the greater of the amounts specified in
clauses (a) and (b) above determined as of the close of business
on the subject Reset Date.
"Class E Initial Invested Amount" shall mean the aggregate
initial principal amount of the Class E Certificates, which is
$20,125,000.
"Class E Invested Amount" shall mean, for any Business Day,
an amount equal to (a) the Class E Initial Invested Amount, plus
(b) the initial principal amount of any Additional Class E
Invested Amounts issued through the end of the preceding Business
Day pursuant to Section 6.15, minus (c) the aggregate amount of
principal payments made to Class E Certificateholders prior to
such Business Day, minus (d) the aggregate amount of Class E
Investor Charge-Offs for all prior Business Days and plus (e) the
aggregate amount allocated with respect to Class E Investor
Charge-Offs and available on all prior Business Days pursuant to
subsection 4.8(a)(xvi), for the purpose of reinstating amounts
reduced pursuant to the foregoing clause (d).
"Class E Investor Charge-Offs" shall mean, on any Business
Day, any reduction in the Class E Invested Amount made pursuant
to Section 4.11.
"Class E Investor Default Amount" shall mean, for any
Business Day falling in a Monthly Period, the product of (a) the
Default Amount for such Business Day and (b) the Class E Floating
Allocation Percentage for such Monthly Period.
"Class E Principal" shall mean the principal distributable
in respect of the Class E Certificates as calculated in
accordance with subsection 4.7(e).
"Class E Principal Payment Commencement Date" shall mean the
Distribution Date on which the Class D Invested Amount is paid in
full or, if there are no Principal Collections allocable to the
Series 1999-1 Investor Certificates remaining after payments have
been made to the Class D Certificates on such Distribution Date,
the Distribution Date following the Distribution Date on which
the Class D Invested Amount is paid in full.
"Class E Reduction Amount" shall have the meaning specified
in subsection 4.11(a).
"Class E Uncovered Dilution Amount" shall mean, for any
Business Day falling in a Monthly Period, an amount equal to the
product of (a) the Uncovered Dilution Amount for such day and (b)
the Class E Floating Allocation Percentage for such Monthly
Period.
"Covered Amount" shall mean an amount determined as of each
Transfer Date with respect to any Interest Accrual Period
relating to an Accumulation Period as the product of (a) (i) a
fraction the numerator of which is the number of days in the
related Interest Accrual Period and the denominator of which is
360, times (ii) the applicable Class A Certificate Rate for that
Interest Accrual Period, and (b) the balance of the Accumulation
Account as of the Determination Date preceding such Transfer
Date.
"Daily Required Amount" shall have the meaning specified in
Section 4.9(a).
"Deficiency Amount" shall mean (a) for any Distribution Date
other than the Scheduled Series 1999-1 Termination Date, the
excess of the sum of the Class D Interest and the Carryover
Class D Interest, if any, for such Distribution Date over any
amounts with respect thereto previously deposited into the
Interest Funding Account on any prior Business Day during the
related Monthly Period and (b) for the Scheduled Series 1999-1
Termination Date, the sum of (i) the excess of the sum of the
Class D Interest and the Carryover Class D Interest, if any, for
such Distribution Date over any amounts with respect thereto
previously deposited into the Interest Funding Account on any
prior Business Day during the related Monthly Period and (ii) the
excess of the Class D Investor Principal Balance over the funds
on deposit in the Principal Account that are available to cover
such amount, in each case, after giving effect to the application
of any amounts on deposit in the Spread Account.
"Determination Date" shall mean the second Business Day
prior to each Distribution Date.
"Distribution Date" shall mean each Monthly Distribution
Date, provided that with respect to the Class A Certificates and
the Class B Certificates, (i) the initial regular Distribution
Date shall be the December 1999 Distribution Date and
(ii) additional Distribution Dates may be specified in the
applicable Issuance Supplement.
"Enhancement" shall mean, with respect to the Class A
Certificates, the subordination of the Class B Invested Amount,
the Class C Invested Amount, the Class D Invested Amount, and the
Class E Invested Amount; with respect to the Class B
Certificates, the subordination of the Class C Invested Amount,
the Class D Invested Amount, and the Class E Invested Amount;
with respect to the Class C Certificates, the subordination of
the Class D Invested Amount and the Class E Invested Amount; with
respect to the Class D Certificates, the subordination of the
Class E Invested Amount and the Spread Account and, after the
Enhancement Date, the Policy.
"Enhancement Date" shall mean December 9, 1999.
"Enhancement Percentage" shall mean, for any Class of
Certificates and any Business Day, the percentage equivalent of a
fraction (a) the numerator of which is the sum of the invested
amounts of each Class of Certificates junior to that Class and
(b) the denominator of which is the Invested Amount.
"Enhancement Supplement" shall mean the supplement to this
Series Supplement dated as of December 8, 1999 and entered into
among the Transferor, the Servicer, the Trustee and the Insurer
in connection with the issuance of the Policy.
"Excess Finance Charge Collections" shall mean, for any
Business Day, as the context requires, either (a) the amount
described in subsection 4.8(a)(xxii) allocated to the Series
1999-1 Certificates but available to cover shortfalls in amounts
paid from Finance Charge Collections for other Series, if any, or
(b) the aggregate amount of Finance Charge Collections allocable
to other Series in excess of the amounts necessary to make
required payments with respect to such Series, if any, and
available to cover shortfalls with respect to the Series 1999-1
Certificates.
"Excess Spread Percentage" shall mean, with respect to any
Distribution Date, the amount, if any, by which the Portfolio
Yield for the preceding Monthly Period exceeds the Base Rate for
the preceding Interest Accrual Period, provided that (a) the
Excess Spread Percentage for the October 1999 Distribution Date
shall equal 8.237%, (b) the Excess Spread Percentage for the
November 1999 Distribution Date shall be determined on a pro
forma basis using the relevant Portfolio Yield for the Series
1997-1 Certificates and a Base Rate equal to 8.168% and (c) the
Excess Spread Percentage for the December 1999 Distribution Date
shall be determined on a pro forma basis, assuming that the
Series 1999-1 Certificates were issued on November 1, 1999, using
a Base Rate equal to LIBOR plus the applicable program fee rates
(determined by reference to the applicable fee letters relating
to the Class A VFCs and the Class B VFCs).
"Facilities Costs" shall mean for any Interest Accrual
Period the related Senior Facilities Costs, Mezzanine Facilities
Costs and Junior Facilities costs.
"Fixed Allocation Percentage" shall mean, for any Business
Day following the Revolving Period, the percentage equivalent of
a fraction, the numerator of which is the Invested Amount at the
end of the last day of the Revolving Period and the denominator
of which is the greater of (a) the sum of the aggregate amount of
Principal Receivables in the Trust and the amount on deposit in
the Equalization Account as of the end of the last day of the
Revolving Period and (b) the sum of the numerators used to
calculate the allocation percentages with respect to Principal
Collections for all Series on such Business Day; provided,
however, if, as of the Determination Date falling in the Monthly
Period after the Monthly Period in which sufficient funds are
deposited into the Accumulation Account and the Principal Account
to reduce the Class A Invested Amount and, if the Class B
Expected Final Payment Date is the same as the Class A Expected
Final Payment Date, the Class B Invested Amount to zero on the
related Distribution Date (i) the Rapid Amortization Period has
not commenced and (ii) there have not been any Investor
Charge-Offs with respect to any Class of Series 1999-1
Certificates during the preceding twelve Monthly Periods, then
for each Monthly Period after the Monthly Period in which
sufficient funds are deposited into the Principal Account and the
Accumulation Account to reduce the Class A Invested Amount and,
if the Class B Expected Final Payment Date is the same as the
Class A Expected Final Payment Date, the Class B Invested Amount
to zero on the related Distribution Date, the numerator for
determining the Fixed Allocation Percentage shall be reduced by
an amount equal to the Class A Invested Amount at the end of the
Revolving Period; provided further that if Series 1999-1 is
paired with a Paired Series and a pay out event occurs with
respect to such Paired Series during the Scheduled Amortization
Period, the Transferor may, by written notice delivered to the
Trustee, the Insurer and the Servicer, designate a different
numerator (provided that such numerator is not less than the
Invested Amount (less the balance on deposit in any Accumulation
Account and the Principal Account that is not subject to being
treated as Reallocated Principal Collections or Shared Principal
Collections) as of the last day of the revolving period for such
Paired Series). A Fixed Allocation Percentage (as defined in an
applicable Issuance Supplement) may also apply during a Partial
Amortization Period to the extent provided in the applicable
Issuance Supplement.
"Floating Allocation Percentage" shall mean, for any
Business Day, the sum of the applicable Class A Floating
Allocation Percentage, Class B Floating Allocation Percentage,
Class C Floating Allocation Percentage, Class D Floating
Allocation Percentage and Class E Floating Allocation Percentage
for such Business Day.
"Initial Invested Amount" shall mean an amount equal to the
sum of (a) the Class A Initial Invested Amount, (b) the Class B
Initial Invested Amount, (c) the Class C Initial Invested Amount,
(d) the Class D Initial Invested Amount and (e) the Class E
Initial Invested Amount.
"Insurance Agreement" shall mean the Insurance and Indemnity
Agreement dated as of December 8, 1999 among R.V.I. Guaranty Co.,
Ltd., as Insurer, the Transferor, the Servicer and the Trustee.
"Insurance Premium" shall mean, for any Distribution Date
falling after the Enhancement Date, the monthly premium payable
to the Insurer on such Distribution Date as set forth in the
Insurance Agreement.
"Insured Payment" shall mean, for any Distribution Date
falling after the Enhancement Date, the Deficiency Amount for
such Distribution Date.
"Insurer" shall mean R.V.I. Guaranty Co., Ltd., a company
organized under the laws of the Island of Bermuda.
"Interest Accrual Period" shall mean, for each Distribution
Date:
(a) with respect to all or a portion of the Class A
Certificates and Class B Certificates, the period specified
in the applicable Issuance Supplement; and
(b) with respect to the Class C Certificates, the
Class D Certificates and the Class E Certificates, the
period from and including the preceding Distribution Date to
and excluding such Distribution Date; provided, however,
that the initial Interest Accrual Period will run from the
Series 1999-1 Closing Date to and excluding the initial
Distribution Date.
"Invested Amount" shall mean, for any Business Day, an
amount equal to the sum of (a) the Class A Invested Amount as of
such Business Day, (b) the Class B Invested Amount as of such
Business Day, (c) the Class C Invested Amount as of such Business
Day, (d) the Class D Invested Amount as of such Business Day and
(e) the Class E Invested Amount as of such Business Day.
"Investment Earnings" shall mean, with respect to any
Distribution Date, all interest and earnings on Cash Equivalents
included in the Spread Account (net of losses and investment
expenses) during the period commencing on and including the
Distribution Date immediately preceding such Distribution Date
and ending on but excluding such Distribution Date.
"Investment Letter" shall have the meaning specified in
Section 12(f).
"Investor Certificateholder" shall mean the Holder of record
of an Investor Certificate of Series 1999-1.
"Investor Certificates" shall mean the Class A Certificates,
the Class B Certificates, the Class C Certificates, the Class D
Certificates and the Class E Certificates.
"Investor Charge-Offs" shall mean the sum of Class A
Investor Charge-Offs, Class B Investor Charge-Offs, Class C
Investor Charge-Offs, Class D Investor Charge-Offs and the
Class E Investor Charge-Offs.
"Investor Default Amount" shall mean, for each Business Day,
an amount equal to the sum of the Class A Investor Default
Amount, the Class B Investor Default Amount, the Class C Investor
Default Amount, the Class D Investor Default Amount and the
Class E Investor Default Amount for such Business Day.
"Issuance Supplement" shall mean a supplement to this Series
Supplement entered into among the Transferor, the Servicer and
the Trustee to specify the terms of Class A Certificates or Class
B Certificates, or both, to be included as part of Series 1999-1.
"Junior Facilities Costs" shall be defined, for any VFCs, in
the applicable Issuance Supplement.
"Late Payment Rate" shall have the meaning specified in the
Insurance Agreement.
"LIBOR" shall mean, as of any Rate Determination Date, the
rate for deposits in United States dollars for a period equal in
length to the Interest Accrual Period which appears on the
Telerate Page 3750 as of 11:00 a.m, London time, on such date as
determined by the Trustee. If such rate does not appear on
Telerate Page 3750, the rate for that Rate Determination Date
shall be determined on the basis of the rates at which deposits
in United States dollars are offered by four reference banks
selected by the Trustee at approximately 11:00 a.m., London time,
on that day to prime banks in the London interbank market for a
period of the Interest Accrual Period. The Trustee shall request
the principal London office of each of the reference banks it
selects to provide a quotation of such rate. If at least two
such quotations are provided, the rate for that Rate
Determination Date shall be the arithmetic mean of such
quotations. If fewer than two quotations are provided as
requested, the rate for that Rate Determination Date shall be the
arithmetic mean of the rates of four reference banks selected by
the Trustee at approximately 11:00 a.m., New York City time, on
that day for loans in United States dollars to leading European
banks for a period of the Interest Accrual Period.
"Mezzanine Facilities Costs" shall be defined, for any VFCs,
in the applicable Issuance Supplement, provided that any such
Mezzanine Facilities Costs for any Interest Accrual Period may
not exceed: (i) for the Class A Certificates, the product of (a)
the daily average Class A Invested Amount for such Interest
Accrual Period, (b) 0.75% and (c) the number of days in such
Interest Accrual Period divided by 360, and (ii) for the Class B
Certificates, the product of (a) the daily average Class B
Invested Amount for such Interest Accrual Period, (b) 0.75% and
(c) the number of days in such Interest Accrual Period divided by
360; provided further, that greater amounts of Mezzanine
Facilities Costs may apply if each Rating Agency confirms that
doing so will not cause such Rating Agency to downgrade or
withdraw its rating on any Class of Certificates.
"Minimum Transferor Percentage" shall mean (a) 2.00% for any
day falling in a December Monthly Period or a January Monthly
Period and (b) 0.00% for any other day.
"Monthly Class A Required Amount" shall have the meaning
specified in Section 4.9(b).
"Monthly Class B Required Amount" shall have the meaning
specified in Section 4.9(c).
"Monthly Class C Required Amount" shall have the meaning
specified in Section 4.9(d).
"Monthly Class D Required Amount" shall have the meaning
specified in Section 4.9(e).
"Monthly Distribution Date" shall mean December 15, 1999,
and the fifteenth day of each calendar month thereafter, or if
such day is not a Business Day, the next succeeding Business Day.
"Monthly Period" shall have the meaning specified in the
Agreement, except that the first Monthly Period with respect to
the Series 1999-1 Certificates shall begin on and include the
Series 1999-1 Closing Date and shall end on and include November
30, 1999.
"Monthly Principal" shall mean: (a) for any Distribution
Date falling in the Scheduled Amortization Period and prior to
the Class A/B VFC Expected Final Payment Date, the aggregate of
such amounts as may be specified in any Issuance Supplements
(which shall not exceed the sum of the Class A Adjusted Invested
Amount and the Class B Invested Amount as of the related Transfer
Date); (b) for the Class A/B VFC Expected Final Payment Date (so
long as the Rapid Amortization Period has not commenced), the sum
of the Class A Invested Amount and the Class B Invested Amount at
the end of the prior Distribution Date, minus any amounts on
deposit in any Accumulation Account; (c) for the Class C Expected
Final Payment Date (so long as the Rapid Amortization Period has
not commenced), the Class C Invested Amount; (d) for the Class D
Expected Final Payment Date (so long as the Rapid Amortization
Period has not commenced), the Class D Invested Amount; and (e)
for any Distribution Date falling in the Rapid Amortization
Period, the Invested Amount.
"Partial Amortization Period" shall have the meaning
specified in any Issuance Supplement.
"Pay Out Commencement Date" shall mean the date on which a
Trust Pay Out Event is deemed to occur pursuant to Section 9.1 of
the Agreement or a Series 1999-1 Pay Out Event is deemed to occur
pursuant to Section 8 of this Series Supplement.
"Policy" shall mean the certificate guaranty insurance
policy issued by the Insurer and covering the Class D
Certificates issued on the Closing Date and referred to in the
Insurance Agreement.
"Portfolio Correction Amount" shall mean the smallest amount
which, if distributed to certificateholders of the Trust in
reduction of the aggregate invested amount of all certificates
upon the occurrence of a Portfolio Imbalance Event, would result
in compliance with the percentage limitation in the definition of
Portfolio Imbalance Event the violation of which gave rise to
such Portfolio Imbalance Event.
"Portfolio Correction Distribution Date" shall mean the
first Distribution Date following the occurrence of a Portfolio
Imbalance Event.
"Portfolio Yield" shall mean, for any Monthly Period, the
annualized percentage equivalent of a fraction, the numerator of
which is the sum of (a) the aggregate amount of Available Series
1999-1 Finance Charge Collections for such Monthly Period
calculated on a cash basis after subtracting the Investor Default
Amount and Uncovered Dilution Amount applicable to any
outstanding Class of Series 1999-1 Certificates for such Monthly
Period and (b) any amount withdrawn from the Reserve Account and
treated as Available Series 1999-1 Finance Charge Collections on
the related Transfer Date, and the denominator of which is the
average daily Invested Amount during the preceding Monthly
Period.
"Principal Shortfalls" shall mean, on any Business Day, the
Monthly Principal for the related Distribution Date, minus the
funds on deposit in the Principal Account that are available to
cover the Monthly Principal on such Distribution Date, excluding
Subordinated Principal Collections.
"Private Holder" shall mean each holder of a right to
receive interest or principal in respect of any direct or
indirect interest in the Trust including any financial instrument
or contract the value of which is determined in whole or part by
reference to the Trust (including the Trust's assets, income of
the Trust or distributions made by the Trust), excluding any
interest in the Trust represented by any Series or Class of
Certificates or any other interest as to which the Transferor has
provided to the Trustee an Opinion of Counsel to the effect that
such Series, Class or other interest will be treated as debt or
otherwise not as an equity interest in either the Trust or the
Receivables for federal income tax purposes, in each case
provided such Series, Class or other interest is not convertible
or exchangeable into an interest in the Trust or the Trust's
income or equivalent value. Notwithstanding the immediately
preceding sentence, (i) "Private Holder" shall also include any
other Person that the Transferor determines is, may be, or may
become a "partner" within the meaning of Section 1.7704-
1(h)(1)(ii) of the United States Treasury Regulations (including
by reason of Section 1.7704-1(h)(3)) and (ii) unless the
Transferor otherwise determines, "Private Holder" shall not
include any holder that would otherwise be considered a Private
Holder solely by reason of having acquired a direct or indirect
interest in the Trust issued prior to December 4, 1995. Private
Holders include, without limitation, the Holders of the
Transferor Certificates or any interest therein, the interest of
the Servicer and any similar interests in the Trust represented
by any other Class of any Series of Certificates issued on or
after December 4, 1995. Any Person holding more than one interest
in the Trust each of which separately would cause such Person to
be a Private Holder shall be treated as a single Private Holder.
Each holder of an interest in a Private Holder that is a
partnership, S Corporation or a grantor trust under the Internal
Revenue Code shall be treated as a Private Holder, unless
excepted with the consent of the Transferor.
"Qualified Institutional Buyer" has the meaning assigned to
that term in Rule 144A.
"Quarterly Excess Spread Percentage" shall mean, with
respect to the each Distribution Date, the percentage equivalent
of a fraction, the numerator of which is the sum of the Excess
Spread Percentages for such Distribution Date and the immediately
preceding two Distribution Dates and the denominator of which is
three.
"Rapid Amortization Period" shall mean the period commencing
on the Pay Out Commencement Date and ending on the earlier to
occur of (i) the date of termination of the Trust pursuant to
Section 12.1 of the Agreement or (ii) the Series 1999-1
Termination Date.
"Rate Determination Date" shall mean, with respect to any
Interest Accrual Period, the second Business Day before the first
day of such Interest Accrual Period.
"Rating Agency" shall mean (a) for the Class A Certificates,
the Class B Certificates and the Class C Certificates, each of
▇▇▇▇▇'▇, Fitch and Standard and Poor's and (b) for the Class D
Certificates, each of Duff & ▇▇▇▇▇▇ Credit Rating Co., Fitch and
Standard and Poor's.
"Reallocated Principal Collections" shall have the meaning
specified in Section 4.11(b)(iv).
"Reimbursement Amount" shall mean the sum of (a) any
unreimbursed payments made by an Insurer under the related Policy
and (b) all other amounts owed to such Insurer under this Series
Supplement or the Insurance Agreement, in each case together with
interest on such amounts at the applicable Late Payment Rate.
"Required Reserve Account Amount" shall mean, with respect
to any Distribution Date prior to the Reserve Account Funding
Date, $0, and on or after the Reserve Account Funding Date, an
amount equal to (a) 0.5% of the Class A Invested Amount subject
to accumulation as of the preceding Distribution Date (after
giving effect to all changes therein on such date) or (b) any
other amount designated by the Transferor, provided that, if such
designation is of a lesser amount, the Transferor shall have
received written notice from each Rating Agency that such
designation will not result in the reduction or withdrawal of the
rating of the Series 1999-1 Certificates and shall have delivered
copies of each such written notice to the Servicer and the
Trustee.
"Required Spread Account Amount" shall mean, for each
Distribution Date commencing with the December 1999 Distribution
Date, the product of (a) the Spread Account Percentage in effect
for such date and (b) during (i) the Revolving Period or the
Scheduled Amortization Period, the Invested Amount, and (ii)
during the Rapid Amortization Period, the Invested Amount as of
the last day before the beginning of the Rapid Amortization
Period; provided, that in no event will the Required Spread
Account Amount exceed the Class D Investor Principal Balance
(after taking into account any payments to be made on such
Distribution Date).
"Reserve Account" is defined in Section 4.17(a).
"Reserve Account Funding Date" shall mean the first Business
Day in the Monthly Period which commences no later than 3 months
prior to the commencement of any scheduled Accumulation Period.
"Reserve Account Surplus" shall mean, as of any Transfer
Date following the Reserve Account Funding Date, the amount, if
any, by which the amount on deposit in the Reserve Account
exceeds the Required Reserve Account Amount.
"Reserve Draw Amount" is defined in Section 4.17(c).
"Reset Date" shall mean each day that is: (a) an Additional
Cut-off Date; (b) a Removal Date; (c) the last day prior to any
day on which a Series is issued; and (d) the last day prior to
any day on which there is an increase or decrease in the invested
amount of any outstanding Series of Certificates.
"Revolving Period" shall mean the period from and including
the Closing Date to, but not including, the Amortization Period
Commencement Date.
"Rule 144A" shall mean Rule 144A under the Securities Act,
as amended.
"Scheduled Amortization Period" shall mean, with respect to
the Series 1999-1 Certificates, unless a Pay Out Event shall have
occurred with respect to such Series prior thereto, the period
commencing on the Amortization Period Commencement Date and
ending upon the earliest to occur of (a) the payment in full to
the Investor Certificateholders of the Invested Amount, (b) the
Series 1999-1 Termination Date and (c) the Pay Out Commencement
Date.
"Scheduled Series 1999-1 Termination Date" shall mean the
August 2006 Distribution Date.
"Senior Facilities Costs" shall mean for any Interest
Accrual Period and the Class A Certificates or Class B
Certificates, the sum of Class A Interest or Class B Interest, as
the case may be, and other amounts specified in the applicable
Issuance Supplements; provided that the aggregate Senior
Facilities Costs for any Interest Accrual Period may not exceed:
(i) for the Class A Certificates, the product of (a)
the daily average Class A Invested Amount for such Interest
Accrual Period, (b) Adjusted LIBOR plus 2.25% and (c) the
number of days in such Interest Accrual Period divided by
360 and
(ii) for the Class B Certificates, the product of (a)
the daily average Class B Invested Amount for such Interest
Accrual Period, (b) Adjusted LIBOR plus 2.25% and (c) the
number of days in such Interest Accrual Period divided by
360;
and provided further, that greater amounts of Senior Facilities
Costs may apply if each Rating Agency confirms that doing so will
not cause such Rating Agency to downgrade or withdraw its rating
on any Class of Certificates.
"Series Portfolio Correction Distribution Amount" shall
mean, with respect to Series 1999-1, the product of (a) the
Portfolio Correction Amount and (b) a fraction, the numerator of
which is the Floating Allocation Percentage, and the denominator
of which is the sum of the floating allocation percentages for
each Series which is then in its Revolving Period.
"Series 1999-1" shall mean the Series of the SRI Receivables
Master Trust represented by the Series 1999-1 Certificates.
"Series 1999-1 Certificateholder" shall mean the holder of
record of any Series 1999-1 Investor Certificate.
"Series 1999-1 Closing Date" shall mean November 9, 1999.
"Series 1999-1 Pay Out Event" shall have the meaning
specified in Section 8.
"Series 1999-1 Termination Date" shall mean the earlier to
occur of (i) the day after the Distribution Date on which the
Series 1999-1 Certificates are paid in full, or (ii) the
Scheduled Series 1999-1 Termination Date.
"Series Servicing Fee Percentage" shall mean 2.0%.
"Series Supplement" shall have the meaning specified in the
first paragraph of the recitals hereto.
"Series Transferor Finance Charge Collections" shall mean,
on any Business Day, the product of (a) the Finance Charge
Collections for such Business Day, (b) the Transferor Percentage
and (c) a fraction, the numerator of which is the numerator used
to calculate the allocation percentage for Series 1999-1 with
respect to Finance Charge Collections at the end of the most
recent Reset Date and the denominator of which is the sum of the
numerators used to calculate the allocation percentages with
respect to Finance Charge Collections for all Series outstanding
on such Business Day.
"Series Transferor Principal Collections" shall mean, on any
Business Day, the product of (a) the Principal Collections for
such Business Day, (b) the Transferor Percentage and (c) a
fraction, the numerator of which is the numerator used in
determining the Fixed Allocation Percentage at the end of the
prior Monthly Period and the denominator of which is the sum of
the numerators used to calculate the allocation percentages with
respect to Principal Collections for all Series outstanding on
such Business Day.
"Servicer" shall have the meaning specified in the first
paragraph of the recitals hereto.
"Servicing Fee" shall mean, for any Monthly Period, an
amount equal to the product of (i) one-twelfth, (ii) the Series
Servicing Fee Percentage and (iii) the Invested Amount as of the
preceding Record Date, or, in the case of the first Distribution
Date, the Initial Invested Amount.
"Shared Principal Collections" shall mean, as the context
requires, either (a) the amount allocated to the Series 1999-1
Investor Certificates which, in accordance with subsections
4.8(b) and 4.8(c)(i), may be applied in accordance with Section
4.3(e) of the Agreement or (b) the amounts allocated to the
investor certificates (other than Transferor Retained
Certificates) of other Series which the applicable Supplements
for such Series specify are to be treated as "Shared Principal
Collections" and which may be applied to cover Principal
Shortfalls with respect to the Series 1999-1 Investor
Certificates.
"Spread Account" shall have the meaning specified in
subsection 4.16(a).
"Spread Account Deficiency" shall mean the excess, if any,
of the Required Spread Account Amount over the Available Spread
Account Amount.
"Spread Account Percentage" shall mean for any Distribution
Date commencing with the December 1999 Distribution Date, (a)
zero if the Quarterly Excess Spread Percentage on such
Distribution Date is greater than or equal to 5.0%, (b)1.5% if
the Quarterly Excess Spread Percentage on such Distribution Date
is less than 5.0% and greater than or equal to 4.5%, (c) 1.75% if
the Quarterly Excess Spread Percentage on such Distribution Date
is less than 4.5% and greater than or equal 4.0%, (d) 2.25% if
the Quarterly Excess Spread Percentage on such Distribution Date
is less than 4.0% and greater than 3.5%, (e) 3.0% if the
Quarterly Excess Spread Percentage on such Distribution Date is
less than 3.5% and greater than or equal to 3.0%, and (f) 4.0% if
the Quarterly Excess Spread Percentage on such Distribution Date
is less than 3.0%, provided, that if a Trust Pay Out Event or a
Series 1999-1 Pay Out Event is deemed to occur, the Spread
Account Percentage shall be 4.0%.
"Spread Account Residual Interest Holders" shall mean the
Holder of the Transferor Certificate or its designees or
assignees.
"Subordinated Principal Collections" shall mean, for any
Monthly Period, the aggregate amount of Principal Collections
that were deposited into the Principal Account pursuant to
Section 4.8(c)(ii) or Section 4.8(d)(i) or allocated and paid to
the Holder of the Exchangeable Transferor Certificate pursuant to
Section 4.8(b)(ii) during that Monthly Period.
"Telerate Page 3750" shall mean the display page designated
as such at the Series 1999-1 Closing Date on the Bridge
Information Systems Telerate Service (or such other page as may
replace such page on such service for the purpose of displaying
comparable rates or prices).
"Transferor" shall have the meaning specified in the first
paragraph of the recitals hereto.
"Transferor Retained Certificates" shall mean investor
certificates of any Series, including the Class E Certificates,
which the Transferor is required to retain, but only for so long
as the Transferor is the Holder of such Certificates.
"Trustee" shall have the meaning specified in the first
paragraph of the recitals hereto.
"Uncovered Dilution Amount" shall mean, for each Business
Day, an amount equal to the lesser of (a) the aggregate
Adjustment Payments required to be deposited in the Collection
Account on that Business Day pursuant to Section 3.8(a) of the
Agreement that have not been made and (b) the amount, if any, by
which the Transferor Interest is less than zero on such Business
Day, after giving effect to the event that gave rise to the
requirement that the unmade Adjustment Payment be made.
"VFCs" shall mean the Class A VFCs and the Class B VFCs,
collectively.
SECTION 3. Reassignment Terms. The Class A Certificates,
Class B Certificates, Class C Certificates and Class D
Certificates shall be subject to repurchase by the Servicer at
its option, in accordance with the terms specified in subsection
12.2(a) of the Agreement, on any Distribution Date on or after
the Distribution Date on which the sum of the Class A Invested
Amount, the Class B Invested Amount, the Class C Invested Amount
and the Class D Invested Amount is reduced to an amount less than
or equal to 10% of the sum of the highest combined Class A
Invested Amount, the Class B Invested Amount, the Class C
Invested Amount and Class D Invested Amount at any time during
the Revolving Period. The deposit required in connection with any
such repurchase and final distribution shall be equal to the sum
of the Class A Invested Amount, the Class B Invested Amount, the
Class C Invested Amount and the Class D Invested Amount, plus any
accrued and unpaid interest on the Certificates and other
Facilities Costs through the day prior to the Distribution Date
on which the final distribution occurs, plus any unpaid
Reimbursement Amounts. The deposit required to be made in
connection with a sale or repurchase of the Receivables as set
forth in Section 2.4(e), 9.2, 10.2(a), 12.1 or 12.2 of the
Agreement shall, unless otherwise specified in the Agreement, be
equal to the sum of the Class A Invested Amount, the Class B
Invested Amount, the Class C Invested Amount and the Class D
Invested Amount plus any accrued and unpaid interest on the
Certificates and other Facilities Costs plus all unpaid
Reimbursement Amounts through the day prior to the Distribution
Date on which the final distribution occurs.
SECTION 4. Delivery and Payment for the Series 1999-1
Certificates. The Transferor shall execute and deliver the
Class A Certificates, the Class B Certificates and the Class E
Certificates to the Trustee for authentication in accordance with
Section 6.1 of the Agreement. The Trustee shall deliver the
Class A Certificates, the Class B Certificates and the Class E
Certificates to or upon the order of the Transferor when
authenticated in accordance with Section 6.2 of the Agreement.
SECTION 5. Form of Delivery of Series 1999-1
Certificates.
(a) The Class A Certificates and the Class B Certificates
shall be delivered in the form and in such minimum denominations
specified in the applicable Issuance Supplement.
(b) On the closing date, each purchaser of the Class C
Certificates and the Class D Certificates will receive
confirmation of its interest in the applicable Certificates.
(c) The Class C Certificates and the Class D Certificates
shall be issued in uncertificated form in denominations of
$2,000,000 and greater integral multiples of $1,000. The Class E
Certificates shall be delivered as Registered Certificates as
provided in Section 6.1 of the Agreement and not as Book-Entry
Certificates.
(d) The Class C Certificates and the Class D Certificates
shall be entitled to the benefits of the Agreement and this
Series Supplement and shall be valid for all purposes, upon
receipt by the Trustee of a written instruction of the Transferor
to issue the Class C Certificates and the Class D Certificates in
the names and in the principal amounts specified in such
instruction, the entry of such information in the Book-Entry
Register by the Transfer Agent and Registrar and the delivery of
confirmations of issuance of the Class C Certificates and the
Class D Certificates by the Transfer Agent and Registrar
substantially in the form of Exhibit D hereto. Such confirmations
shall be conclusive evidence that the Class C Certificates and
the Class D Certificates have been duly issued and delivered
hereunder. All the Class C Certificates and the Class D
Certificates shall be dated the date of the making of an entry
relating to the issuance or transfer thereof, as applicable, in
the Book-Entry Register.
(e) On the Closing Date, the Transfer Agent and Registrar
shall make entries in the Book-Entry Register and to issue
confirmations of the issuance of the Class C Certificates and the
Class D Certificates that are issued upon original issuance to or
upon the order of the Transferor against payment to the
Transferor of the purchase price thereof.
(f) References in the Agreement or in this Series Supplement
to the "authentication of the Investor Certificates" or words to
similar effect shall, with respect to the Class C Certificates
and the Class D Certificates, be deemed to refer to the making of
appropriate entries by the Transfer Agent and Registrar in the
Book-Entry Register to evidence the issuance or transfer of the
Class C Certificates or the Class D Certificates.
(g) The Transfer Agent and Registrar shall provide for the
registration of the Class C Certificates and the Class D
Certificates and of transfers thereof in the Book-Entry Register
as provided in Section 6.3(a) of the Agreement with respect to
Investor Certificates that are Registered Certificates; provided,
that (a) in lieu of surrender of an Investor Certificate for
registration of transfer, transfers of Class C Certificates and
the Class D Certificates shall be effected as provided herein and
(b) authentication requirements shall not be applicable to the
Class C Certificates and the Class D Certificates. Ownership of
Class C Certificates and the Class D Certificates will be
evidenced solely by entries in the Book-Entry Register maintained
by the Transfer Agent and Registrar on behalf of the Trust.
(h) The Transfer Agent and Registrar shall record (i) the
date, principal amount and transferee with respect to each
transfer of an interest in the Class C Certificates or Class D
Certificates, as applicable, (ii) the date and amount of each
payment of principal of and interest on the Class C Certificates
and the Class D Certificates, (iii) for each Interest Accrual
Period the Class C Certificate Rate or Class D Certificate Rate
(as applicable) applicable to such Interest Accrual Period, in
the Book-Entry Register in such manner as is customary for the
Transfer Agent and Registrar. The Transfer Agent and Registrar
will not be required to register the transfer of Class C
Certificates and the Class D Certificates for a period of fifteen
days preceding the due date for any payment with respect to the
Class C Certificates and the Class D Certificates. A certificate
of an officer of the Transfer Agent and Registrar, setting forth
in reasonable detail the information so recorded, shall
constitute, with respect to each Class C Certificateholder or
Class D Certificateholder, prima facie evidence of the accuracy
of the information so recorded; provided, that the failure to
make any such recording shall not in any way affect the
obligations of the Trust to make distributions in respect of the
Class C Certificates and the Class D Certificates as provided
herein and in the Agreement and this Series Supplement or the
obligations of the Transferor or the Servicer under the Agreement
or hereunder; provided, further, that the obligation of the
Transfer Agent and Registrar to record such information shall not
affect the rights of any Class C Certificateholder or Class D
Certificateholder to transfer such interest, except that (A) any
such transfer, and the right to receive principal or interest
hereunder, shall be subject to and conditioned upon the due
recordation of such transfer, (B) such transfer shall not be
effective prior to such recordation, and (C) the Transfer Agent
and Registrar may require a person attempting to transfer such
interest to deliver to the Transfer Agent and Registrar a fully
executed Investment Letter in the form set forth in Exhibit F
executed by the transferee, and the written consent of the
Transferor, failing delivery of which the Transfer Agent and
Registrar may refuse to register any transfer and no transfer
shall be deemed to have occurred. Each Person so recorded as the
owner of an interest as described herein shall be deemed and
treated as the owner thereof for all purposes, and none of the
Trust, the Trustee, the Transferor, the Transfer Agent and
Registrar or any other Person shall be affected by notice to the
contrary. A Class C Certificateholder or Class D
Certificateholder may request that the Transfer Agent and
Registrar issue a statement showing such ▇▇▇▇▇▇'s ownership of
Class C Certificates and the Class D Certificates as shown on the
Book-Entry Register.
(i) Transfers of Class C Certificates and the Class D
Certificates may be effected only through appropriate entries
made in the Book-Entry Register, and subject to the restrictions
on transfer of the Class C Certificates and the Class D
Certificates described herein. Class C Certificates and the
Class D Certificates will be transferable at the office of the
Transfer Agent and Registrar by presenting in writing (which may
be facsimile) a properly completed transfer request in the form
attached hereto as Exhibit E together with any other
documentation required hereunder (including the Investment
Letter).
(j) The Trustee, the Paying Agent, the Transfer Agent, the
Insurer and Registrar and any agent of any of them may, prior to
due presentation of a request to transfer Class C Certificates
and the Class D Certificates on the Book-Entry Register, treat
the Person in whose name Class C Certificates and the Class D
Certificates are registered as the owner of such Class C
Certificates and the Class D Certificates for the purpose of
receiving distributions pursuant to the terms hereof and for all
other purposes whatsoever; and none of the Trustee, the Paying
Agent, the Transfer Agent, the Insurer and Registrar or any agent
of any of them shall be affected by any notice to the contrary.
Notwithstanding the foregoing, in determining whether the Holders
of the requisite Investor Certificates have given any request,
demand, authorization, direction, notice, consent or waiver under
the Agreement or hereunder, Class C Certificates and the Class D
Certificates owned by any of the Transferor, the Servicer, any
other Holder of a Transferor Certificate, the Trustee or any
Affiliate thereof shall be disregarded and deemed not to be
outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Class C
Certificates and the Class D Certificates that the Trustee
actually knows to be so owned shall be so disregarded. Class C
Certificates and the Class D Certificates so owned that have been
pledged in good faith shall not be disregarded and may be
regarded as outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right to so act with
respect to such Class C Certificates and the Class D Certificates
and that the pledgee is not the Transferor, the Servicer, any
other Holder of the Transferor Certificate, the Trustee or any
Affiliate thereof.
(k) The provisions of the Agreement relating to Bearer
Certificates, Book-Entry Certificates, notices to Clearing
Agencies, Definitive Certificates and Global Certificates shall
not be applicable to the Class C Certificates and the Class D
Certificates.
(l) All rights of action and claims under the Agreement or
the Class C Certificates and the Class D Certificates may be
prosecuted and enforced by the Trustee without the registration
of the Class C Certificates and the Class D Certificates in the
name of the Trustee or the possession of any receipt or
confirmation relating to any of the Class C Certificates and the
Class D Certificates or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee.
(m) Notwithstanding Section 12.3 of the Agreement, final
payment with respect to the Class C Certificates and the Class D
Certificates shall be made to the Class C Certificateholders and
Class D Certificateholders, as applicable, as of the related
Record Date. The Trustee will provide notice of the final
distribution in respect of the Class C Certificates and the
Class D Certificates to the Class C Certificateholders and
Class D Certificateholders, as applicable, mailed not later than
the fifth day of the month of such final distribution.
(n) The ownership and transfer, sale or other assignment of
any interest in the Class C Certificates and the Class D
Certificates, as applicable, shall be subject to the restrictions
described in Section 12.
SECTION 6. Article IV of Agreement. Sections 4.l, 4.2
and 4.3 of the Agreement shall read in their entirety as provided
in the Agreement. Article IV of the Agreement (except for
Sections 4.1, 4.2 and 4.3 thereof) shall read in its entirety as
follows and shall be applicable only to the Series 1999-1
Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.4 Rights of Certificateholders. The Series
1999-1 Certificates shall represent undivided interests in the
Trust, consisting of the right to receive, to the extent
necessary to make the required payments with respect to such
Series 1999-1 Certificates at the times and in the amounts
specified in this Agreement, (a) the Floating Allocation
Percentage and Fixed Allocation Percentage (as applicable from
time to time) of Collections available in the Collection Account,
(b) funds allocable to the Series 1999-1 Certificates on deposit
in the Equalization Account and (c) funds on deposit in the
Interest Funding Account, the Principal Account and the
Distribution Account. The Class B Invested Amount, the Class C
Invested Amount, the Class D Invested Amount and the Class E
Invested Amount shall be subordinated to the Class A
Certificates; the Class C Invested Amount, the Class D Invested
Amount and the Class E Invested Amount shall be subordinated to
the Class B Certificates; the Class D Invested Amount and the
Class E Invested Amount shall be subordinated to the Class C
Certificates; and the Class E Invested Amount shall be
subordinated to the Class D Certificates, in each case to the
extent provided in this Article IV.
Section 4.5 Collections and Allocation. The Servicer
shall apply or shall instruct the Trustee in writing to apply all
funds on deposit in the Collection Account and the Equalization
Account allocable to the Series 1999-1 Certificates, and all
funds on deposit in the Interest Funding Account, the Principal
Account and the Distribution Account maintained for this Series,
as described in this Article IV. The allocations to be made
pursuant to this Article IV also apply to deposits into the
Collection Account that are treated as Collections, including
Adjustment Payments, payment of the reassignment price pursuant
to Section 2.4(e) of the Agreement and proceeds from the sale,
disposition or liquidation of the Receivables pursuant to Section
9.2, 10.2(a), 12.1 or 12.2 of the Agreement and Section 3 of this
Series Supplement, such deposits to be treated as Collections and
to be allocated as Finance Charge Receivables or Principal
Receivables as provided in the Agreement.
Section 4.6 Determination of Monthly Interest. (a) The
amount of monthly interest (the "Class A Interest") payable on
the Class A Certificates on each Distribution Date shall equal
the sum of (x) for any Class A VFCs, the amount specified in the
applicable Issuance Supplement and (y) for any other Class A
Certificates, the product of (i) the applicable Class A
Certificate Rate, (ii) the principal balance of the Class A
Certificates as of the close of business on the first day of the
related Interest Accrual Period and (iii) a fraction, the
numerator of which is the number of days in the Interest Accrual
Period and the denominator of which is 360; provided that the
Class A Interest for the first Distribution Date for any Class A
Certificates may be specified in the applicable Issuance
Supplement.
On the Determination Date preceding each Distribution Date,
the Servicer shall determine an amount (the "Class A Carrying
Cost Shortfall") equal to the excess, if any, of (x) the sum
of the Class A Interest and the Senior Facilities Costs relating
to the Class A Certificates for the Distribution Date, over
(y) the amount available to be paid to the Class A
Certificateholders in respect of such Class A Interest and such
Senior Facilities Costs on such Distribution Date. If there is a
Class A Carrying Cost Shortfall with respect to any Distribution
Date, an additional amount ("Class A Additional Interest") shall
be payable as provided herein with respect to the Class A
Certificates on each Distribution Date following such
Distribution Date, to and including the Distribution Date on
which such Class A Carrying Cost Shortfall is paid to the Class A
Certificateholders in full. Class A Additional Interest shall
accrue on the balance of the Class A Carrying Cost Shortfall
relating to any Class A Certificates at the applicable Class A
Certificate Rate (or such other rate as may be specified in the
applicable Issuance Supplement) during the related Interest
Accrual Period, on the basis of the number of days in that
Interest Accrual Period and a year of 360 days. Notwithstanding
anything to the contrary herein, Class A Additional Interest
shall be payable or distributed to Class A Certificateholders
only to the extent permitted by applicable law.
(b) The amount of monthly interest (the "Class B Interest")
payable on the Class B Certificates on each Distribution Date
shall equal the sum of (x) for any Class B VFCs, the amount
specified in the applicable Issuance Supplement and (y) for any
other Class B Certificates, the product of (i) the applicable
Class B Certificate Rate, (ii) the principal balance of the Class
B Certificates as of the close of business on the first day of
the related Interest Accrual Period and (iii) a fraction, the
numerator of which is the number of days in the Interest Accrual
Period and the denominator of which is 360; provided that the
Class B Interest for the first Distribution Date for any Class B
Certificates may be specified in the applicable Issuance
Supplement.
On the Determination Date preceding each Distribution Date,
the Servicer shall determine an amount (the "Class B Carrying
Cost Shortfall") equal to the excess, if any, of (x) the sum of
the Class B Interest and the Senior Facilities Costs relating to
the Class B Certificates for the Distribution Date, over (y) the
amount available to be paid to the Class B Certificateholders in
respect of such Class B Interest and such Senior Facilities Costs
on such Distribution Date. If there is a Class B Carrying Cost
Shortfall with respect to any Distribution Date, an additional
amount ("Class B Additional Interest") shall be payable as
provided herein with respect to the Class B Certificates on each
Distribution Date following such Distribution Date, to and
including the Distribution Date on which such Class B Carrying
Cost Shortfall is paid to the Class B Certificateholders in full.
Class B Additional Interest shall accrue on the balance of the
Class B Carrying Cost Shortfall relating to any Class B
Certificates at the applicable Class B Certificate Rate (or such
other rate as may be specified in the applicable Issuance
Supplement) during the related Interest Accrual Period, on the
basis of the number of days in that Interest Accrual Period and a
year of 360 days. Notwithstanding anything to the contrary
herein, Class B Additional Interest shall be payable or
distributed to Class B Certificateholders only to the extent
permitted by applicable law.
(c) The amount of monthly interest (the "Class C Interest")
payable on the Class C Certificates on each Distribution Date
shall equal the product of (i) the applicable Class C Certificate
Rate, (ii) the principal balance of the Class C Certificates as
of the close of business on the first day of the related Interest
Accrual Period and (iii) a fraction, the numerator of which is
the number of days in the Interest Accrual Period and the
denominator of which is 360.
On the Determination Date preceding each Distribution Date,
the Servicer shall determine an amount (the "Class C Interest
Shortfall") equal to the excess, if any, of (x) the Class C
Interest for the Distribution Date, over (y) the amount available
to be paid to the Class C Certificateholders in respect of such
Class C Interest on such Distribution Date. If there is a Class C
Interest Shortfall with respect to any Distribution Date, an
additional amount ("Class C Additional Interest") shall be
payable as provided herein with respect to the Class C
Certificates on each Distribution Date following such
Distribution Date, to and including the Distribution Date on
which such Class C Interest Shortfall is paid to Class C
Certificateholders in full, equal to the product of (A) the
applicable Class C Certificate Rate, (B) such Class C Interest
Shortfall remaining unpaid and (C) a fraction, the numerator of
which is the number of days in the related Interest Accrual
Period and the denominator of which is 360. Notwithstanding
anything to the contrary herein, Class C Additional Interest
shall be payable or distributed to Class C Certificateholders
only to the extent permitted by applicable law.
(d) The amount of monthly interest (the "Class D Interest")
payable on the Class D Certificates on each Distribution Date
shall equal the product of (i) the applicable Class D Certificate
Rate, (ii) the principal balance of the Class D Certificates as
of the close of business on the first day of the related Interest
Accrual Period and (iii) a fraction, the numerator of which is
the number of days in the Interest Accrual Period and the
denominator of which is 360.
On the Determination Date preceding each Distribution Date,
the Servicer shall determine an amount (the "Class D Interest
Shortfall") equal to the excess, if any, of (x) the Class D
Interest for the Distribution Date, over (y) the amount available
to be paid to the Class D Certificateholders in respect of such
Class D Interest on such Distribution Date (including pursuant to
Section 4.16 and the Policy). If there is a Class D Interest
Shortfall with respect to any Distribution Date, an additional
amount ("Class D Additional Interest") shall be payable as
provided herein with respect to the Class D Certificates on each
Distribution Date following such Distribution Date, to and
including the Distribution Date on which such Class D Interest
Shortfall is paid to Class D Certificateholders in full, equal to
the product of (A) the applicable Class D Certificate Rate,
(B) such Class D Interest Shortfall remaining unpaid and (C) a
fraction, the numerator of which is the number of days in the
related Interest Accrual Period and the denominator of which is
360. Notwithstanding anything to the contrary herein, Class D
Additional Interest shall be payable or distributed to Class D
Certificateholders only to the extent permitted by applicable
law.
Section 4.7 Determination of Principal Amounts. No
principal shall be distributable on the Series 1999-1
Certificates during the Revolving Period except that payments of
principal may be made on any Class A VFCs and Class B VFCs as
specified in the applicable Issuance Supplements. During the
Scheduled Amortization Period or the Rapid Amortization Period,
the amount of principal distributable on each Distribution Date
shall be determined as follows:
(a) The amount of monthly principal distributable on
all or any portion of the Class A Certificates on each
Distribution Date or required to be deposited into an
Accumulation Account ("Class A Principal"), beginning with the
Distribution Date following the month in which the Scheduled
Amortization Period or, if earlier, the Rapid Amortization
Period, begins, shall be equal to the least of (i) the Available
Principal Collections with respect to the related Monthly Period,
(ii) for each Distribution Date with respect to the Scheduled
Amortization Period, the amount specified in the applicable
Issuance Supplement and (iii) for each Distribution Date with
respect to the Rapid Amortization Period, the Class A Invested
Amount prior to any distributions on such Distribution Date.
(b) The amount of monthly principal distributable on the
Class B Certificates (the "Class B Principal") shall be zero
until the Distribution Date that is the Class B Principal Payment
Commencement Date and on such Distribution Date and each
Distribution Date thereafter shall equal the least of (i) the
amount specified in the applicable Issuance Supplement, (ii) the
excess, if any, of (A) the Available Principal Collections with
respect to the related Monthly Period, over (B) any Class A
Principal for such Distribution Date, and (iii) the Class B
Invested Amount (after taking into account any adjustments to be
made on such Distribution Date pursuant to Section 4.11) on such
Distribution Date.
(c) The amount of monthly principal distributable on the
Class C Certificates (the "Class C Principal") shall be zero
until the Distribution Date that is the Class C Principal Payment
Commencement Date and on such Distribution Date and each
Distribution Date thereafter shall equal the lesser of (i) the
excess, if any, of (A) the Available Principal Collections with
respect to the related Monthly Period, over (B) any Class A
Principal and Class B Principal for such Distribution Date, and
(ii) the Class C Invested Amount (after taking into account any
adjustments to be made on such Distribution Date pursuant to
Section 4.11) on such Distribution Date.
(d) The amount of monthly principal distributable on the
Class D Certificates (the "Class D Principal") shall be zero
until the Distribution Date that is the Class D Principal Payment
Commencement Date and on such Distribution Date and each
Distribution Date thereafter shall equal the lesser of (i) the
excess, if any, of (A) the Available Principal Collections with
respect to the related Monthly Period, over (B) any Class A
Principal, Class B Principal and Class C Principal for such
Distribution Date, and (ii) the Class D Invested Amount (after
taking into account any adjustments to be made on such
Distribution Date pursuant to Section 4.11) on such Distribution
Date.
(e) The amount of monthly principal distributable on the
Class E Certificates (the "Class E Principal") shall be zero
until the Distribution Date that is the Class E Principal Payment
Commencement Date and on such Distribution Date and each
Distribution Date thereafter shall equal the lesser of (i) the
excess, if any, of (A) the Available Principal Collections with
respect to the related Monthly Period, over (B) any Class A
Principal, Class B Principal, Class C Principal and Class D
Principal for such Distribution Date, and (ii) the Class E
Invested Amount (after taking into account any adjustments to be
made on such Distribution Date pursuant to Section 4.11) on such
Distribution Date.
Section 4.8 Application of Funds on Deposit in the
Collection Account for the Certificates. (a) On each Business
Day, the Servicer shall deliver to the Trustee and the Insurer a
Daily Report in which it shall instruct the Trustee to, and the
Trustee, acting in accordance with such instructions shall,
withdraw the Available Series 1999-1 Finance Charge Collections
from the Collection Account and apply the same as follows, in
each case to the extent of such funds available after giving
effect to all of the prior applications:
(i) Class A Carrying Costs. Deposit into the Interest
Funding Account for distribution on the related Distribution
Date to the Class A Certificateholders an amount equal to
the excess of (A) the Class A Carrying Cost Target for the
related Distribution Date, over (B) any amounts with respect
thereto previously deposited into the Interest Funding
Account on any prior Business Day during such Monthly
Period. If the actual Class A Carrying Costs for the related
Distribution Date can be determined with certainty by the
Servicer, and the aggregate amount of funds so deposited in
any Monthly Period exceeds the actual Class A Carrying Costs
for the related Distribution Date, then the excess funds
shall be withdrawn from the Interest Funding Account and
applied to the items specified below in this Section 4.8(a)
with respect to the related Monthly Period or Interest
Accrual Period.
(ii) Class B Carrying Costs. Deposit into the Interest
Funding Account for distribution on the related Distribution
Date to the Class B Certificateholders an amount equal to
the excess of (A) the Class B Carrying Cost Target for the
related Distribution Date, over (B) any amounts with respect
thereto previously deposited into the Interest Funding
Account on any prior Business Day during such Monthly
Period. If the actual Class B Carrying Costs for the
related Distribution Date can be determined with certainty
by the Servicer, and the aggregate amount of funds so
deposited in any Monthly Period exceeds the actual Class B
Carrying Costs for the related Distribution Date, then the
excess funds shall be withdrawn from the Interest Funding
Account and applied to the items specified below in this
Section 4.8(a) with respect to the related Monthly Period or
Interest Accrual Period.
(iii) Investor Servicing Fee. On each Business Day
on which SRI or an Affiliate of SRI is not the Servicer,
distribute to the Servicer an amount equal to the excess of
(A) the Servicing Fee for such Monthly Period, plus any
unpaid Servicing Fees from prior Monthly Periods, over
(B) any amounts with respect thereto previously distributed
to the Servicer on any prior Business Day during such
Monthly Period.
(iv) Class A Investor Default Amount and Class A
Uncovered Dilution Amount. During the Revolving Period,
treat as Shared Principal Collections, and during the
Amortization Period, deposit in the Principal Account and
treat as part of the Available Principal Collections on the
related Distribution Date, an amount equal to the sum of
(A) the Class A Investor Default Amount for such Business
Day, plus (B) any unpaid Class A Investor Default Amount for
any previous Business Day during such Monthly Period, plus
(C) the Class A Uncovered Dilution Amount for such Business
Day, plus (D) any unpaid Class A Uncovered Dilution Amount
for any previous Business Day during such Monthly Period.
(v) Reimbursement of Class A Investor Charge-Offs.
During the Revolving Period, treat as Shared Principal
Collections and during the Amortization Period, deposit in
the Principal Account and treat as part of the Available
Principal Collections on the related Distribution Date, an
amount equal to the unreimbursed Class A Investor
Charge-Offs.
(vi) Class B Investor Default Amount and Class B
Uncovered Dilution Amount. During the Revolving Period,
treat as Shared Principal Collections, and during the
Amortization Period, deposit in the Principal Account and
treat as part of the Available Principal Collections on the
related Distribution Date, an amount equal to the sum of
(A) the Class B Investor Default Amount for such Business
Day, plus (B) any unpaid Class B Investor Default Amount for
any previous Business Day during such Monthly Period, plus
(C) the Class B Uncovered Dilution Amount for such Business
Day, plus (D) any unpaid Class B Uncovered Dilution Amount
for any previous Business Day during such Monthly Period.
(vii) Reimbursement of Class B Investor
Charge-Offs. During the Revolving Period, treat as Shared
Principal Collections and during the Amortization Period,
deposit in the Principal Account and treat as part of the
Available Principal Collections on the related Distribution
Date, an amount equal to the unreimbursed Class B Investor
Charge-Offs.
(viii) Class C Interest. Deposit into the Interest
Funding Account for distribution on the related Distribution
Date to the Class C Certificateholders an amount equal to
the excess of (A) the sum of Class C Interest and Carryover
Class C Interest for the related Distribution Date, over
(B) any amounts with respect thereto previously deposited
into the Interest Funding Account on any prior Business Day
during such Monthly Period.
(ix) Class C Investor Default Amount and Class C
Uncovered Dilution Amount. During the Revolving Period,
treat as Shared Principal Collections, and during the
Amortization Period, deposit in the Principal Account and
treat as part of the Available Principal Collections on the
related Distribution Date, an amount equal to the sum of
(A) the Class C Investor Default Amount for such Business
Day, plus (B) any unpaid Class C Investor Default Amount for
any previous Business Day during such Monthly Period, plus
(C) the Class C Uncovered Dilution Amount for such Business
Day, plus (D) any unpaid Class C Uncovered Dilution Amount
for any previous Business Day during such Monthly Period.
(x) Reimbursement of Class C Investor Charge-Offs.
During the Revolving Period, treat as Shared Principal
Collections and during the Amortization Period, deposit in
the Principal Account and treat as part of the Available
Principal Collections on the related Distribution Date, an
amount equal to the unreimbursed Class C Investor
Charge-Offs.
(xi) Class D Interest. Deposit into the Interest
Funding Account for distribution on the related Distribution
Date first to the Class D Certificateholders and then to the
Insurer (as Insurance Premium and Reimbursement Amounts), as
applicable, an amount equal to the excess of (A) the sum of
(X) Class D Interest and Carryover Class D Interest for the
related Distribution Date, (Y) the Insurance Premium for the
related Distribution Date and (Z) any outstanding
Reimbursement Amount, over (B) any amounts with respect
thereto previously deposited into the Interest Funding
Account on any prior Business Day during such Monthly
Period.
(xii) Class D Investor Default Amount and Class D
Uncovered Dilution Amount. During the Revolving Period,
treat as Shared Principal Collections, and during the
Amortization Period, deposit in the Principal Account and
treat as part of the Available Principal Collections on the
related Distribution Date, an amount equal to the sum of
(A) the Class D Investor Default Amount for such Business
Day, plus (B) the unpaid Class D Investor Default Amount for
any previous Business Day during such Monthly Period, plus
(C) the Class D Uncovered Dilution Amount for such Business
Day, plus (D) Class D Uncovered Dilution Amount for any
previous Business Day during such Monthly Period.
(xiii) Reimbursement of Class D Investor
Charge-Offs. During the Revolving Period, treat as Shared
Principal Collections and during the Amortization Period,
deposit in the Principal Account and treat as part of the
Available Principal Collections on the related Distribution
Date, an amount equal to the unreimbursed Class D Investor
Charge-Offs.
(xiv) Class E Interest. Deposit into the Interest
Funding Account for distribution on the related Distribution
Date to the Class E Certificateholders an amount equal to
the excess of (A) the sum of interest payable on the Class E
Certificates and Carryover Class E Interest for the related
Distribution Date, over (B) any amounts with respect thereto
previously deposited into the Interest Funding Account on
any prior Business Day during such Monthly Period.
(xv) Class E Investor Default Amount and Class E
Uncovered Dilution Amount. During the Revolving Period,
treat as Shared Principal Collections, and during the
Amortization Period, deposit in the Principal Account and
treat as part of the Available Principal Collections on the
related Distribution Date, an amount equal to the sum of
(A) the Class E Investor Default Amount for such Business
Day, plus (B) any unpaid Class E Investor Default Amount for
any previous Business Day during such Monthly Period, plus
(C) the Class E Uncovered Dilution Amount for such Business
Day, plus (D) any Class E Uncovered Dilution Amount for any
previous Business Day during such Monthly Period.
(xvi) Reimbursement of Class E Investor
Charge-Offs. During the Revolving Period, treat as Shared
Principal Collections and during the Amortization Period,
deposit in the Principal Account and treat as part of the
Available Principal Collections on the related Distribution
Date, an amount equal to the unreimbursed Class E Investor
Charge-Offs.
(xvii) Reserve Account. Apply as provided in
Section 4.17.
(xviii) Mezzanine Facilities Costs. Deposit into the
Interest Funding Account an amount equal to the Mezzanine
Facilities Costs for the related Distribution Date.
(xix) Spread Account. Apply as provided in Section
4.16.
(xx) Junior Facilities Costs. Deposit into the Interest
Funding Account an amount equal to the Junior Facilities
Costs for the related Distribution Date.
(xxi) Investor Servicing Fee. If SRI or an
Affiliate of SRI is the Servicer, distribute to the Servicer
the sum of (A) the Investor Servicing Fee accrued since the
preceding Business Day, plus (B) any Investor Servicing Fee
due with respect to any prior Business Day but not
distributed to the Servicer.
(xxii) Excess Finance Charge Collections. Any
Available Series 1999-1 Finance Charge Collections remaining
in the Collection Account or amounts released from the
Interest Funding Account pursuant to the second sentence of
Section 4.8(a)(i) or (ii) and not required for the
applications listed in Sections 4.8(a)(ii) through (xxi)
shall be treated as Excess Finance Charge Collections, and
the Servicer shall direct the Trustee in writing on each
Business Day to make such amounts available to pay to
Certificateholders of other Series to the extent of
shortfalls, if any, in amounts payable to such
Certificateholders from Finance Charge Collections (but not
from Excess Finance Charge Collections) allocated to such
other Series; provided, however, that on any Business Day
during any Rapid Amortization Period, the Trustee shall
deposit any Series 1999-1 Finance Charge Collections
remaining in the Collection Account and any remaining
amounts released from the Interest Funding Account pursuant
to the second sentence of Section 4.8(a)(i) or (ii), into
the Interest Funding Account and shall add such funds to the
Available Series 1999-1 Finance Charge Collections on each
subsequent Business Day in such Monthly Period until the
last Business Day of the related Monthly Period, when the
aggregate amount of such remaining Available Series 1999-1
Finance Charge Collections shall be distributed as Excess
Finance Charge Collections in accordance with this
subsection (xxii) (without giving effect to this proviso).
(b) On each Business Day in the Revolving Period:
(i) Class A Principal Collections. Except as otherwise
provided in any Issuance Supplement, funds on deposit in the
Collection Account to the extent of the product of the
Class A Floating Allocation Percentage and Principal
Collections with respect to such Business Day shall be
treated as Shared Principal Collections and applied pursuant
to the written direction of the Servicer in the Daily Report
for such Business Day.
(ii) Class B, Class C, Class D and Class E Principal
Collections. Except as otherwise provided in any Issuance
Supplement, funds on deposit in the Collection Account to
the extent of the product of (i) the sum of the Class B
Floating Allocation Percentage, the Class C Floating
Allocation Percentage, the Class D Floating Allocation
Percentage and the Class E Floating Allocation Percentage
and (ii) Principal Collections with respect to such Business
Day shall be allocated and paid to the Holder of the
Exchangeable Transferor Certificate pursuant to (and subject
to the limitations stated in) Section 4.3(b).
Notwithstanding the foregoing: (x) amounts payable to the
Holder of the Exchangeable Transferor Certificate pursuant to
this subsection 4.8(b)(ii) shall instead be deposited in the
Equalization Account to the extent necessary to prevent the
Transferor Interest from being less than the Minimum Transferor
Interest; and (y) the Holder of the Exchangeable Transferor
Certificate shall be required to make amounts allocated and paid
to the Holder of the Exchangeable Transferor Certificate pursuant
to this subsection 4.8(b)(ii) available for use in the following
priority: first as Reallocated Principal Collections, and second
as Shared Principal Collections, in each case to the extent
needed for that purpose on the related Transfer Date.
(c) On each Business Day on and after the Amortization
Period Commencement Date until the Monthly Period after the
Monthly Period in which sufficient funds are deposited into the
Accumulation Account and Principal Account collectively to reduce
the Class A Adjusted Invested Amount and, if the Class B Expected
Final Payment Date is the same as the Class A Expected Final
Payment Date, the Class B Invested Amount to zero on the related
Distribution Date:
(i) Class A Principal Collections. Funds on deposit in
the Collection Account to the extent of the product of
(A) the Class A Fixed Allocation Percentage and (B) the
amount of Principal Collections available in the Collection
Account with respect to such Business Day shall (x) first be
deposited into the Principal Account until the amount so
deposited pursuant to subsections 4.8(c)(i), 4.8(c)(ii) and
4.8(c)(iii) during any Monthly Period equals the Monthly
Principal for the related Distribution Date and (y)
thereafter be treated as Shared Principal Collections.
(ii) Class B, Class C, Class D and Class E Principal
Collections. Funds on deposit in the Collection Account to
the extent of the product of (A) the sum of the Class B
Fixed Allocation Percentage, the Class C Fixed Allocation
Percentage, the Class D Fixed Allocation Percentage and the
Class E Fixed Allocation Percentage and (B) the amount of
Principal Collections available in the Collection Account
with respect to such Business Day shall (x) first be
deposited into the Principal Account until the amount so
deposited pursuant to subsections 4.8(c)(i), 4.8(c)(ii) and
4.8(c)(iii) during any Monthly Period equals the Monthly
Principal for the related Distribution Date and (y)
thereafter be allocated and paid to the Holder of the
Exchangeable Transferor Certificate pursuant to (and subject
to the limitations stated in) Section 4.3(b).
(iii) Series Transferor Principal Collections. If such
day falls in the Scheduled Amortization Period, funds on
deposit in the Collection Account representing the Series
Transferor Principal Collections shall be deposited into the
Principal Account until the amount so deposited pursuant to
subsections 4.8(c)(i), 4.8(c)(ii) and 4.8(c)(iii) during any
Monthly Period equals the Monthly Principal for the related
Distribution Date. Any additional Series Transferor
Principal Collections for such Monthly Period shall be
allocated and paid to the Holder of the Exchangeable
Transferor Certificate pursuant to (and subject to the
limitations stated in) Section 4.3(b).
Notwithstanding the foregoing: (x) amounts payable to the
Holder of the Exchangeable Transferor Certificate pursuant to
subsection 4.8(c)(ii) shall instead be deposited in the
Equalization Account to the extent necessary to prevent the
Transferor Interest from being less than the Minimum Transferor
Interest; and (y) the Holder of the Exchangeable Transferor
Certificate shall be required to make amounts allocated and paid
to the Holder of the Exchangeable Transferor Certificate pursuant
to subsection 4.8(c)(ii) available for use in the following
priority: first as Reallocated Principal Collections, and second
as Shared Principal Collections, in each case to the extent
needed for that purpose on the related Transfer Date.
(d) On each Business Day on and after the Amortization
Period Commencement Date and after the Monthly Period in which
sufficient funds are deposited into the Accumulation Account and
the Principal Account collectively to reduce the Class A Adjusted
Invested Amount and, if the Class B Expected Final Payment Date
is the same as the Class A Expected Final Payment Date, the Class
B Invested Amount to zero on the related Distribution Date:
(i) Investor Principal Collections. Funds on deposit in
the Collection Account to the extent of the product of
(A) the Fixed Allocation Percentage and (B) the amount of
Principal Collections available in the Collection Account
with respect to such Business Day shall (x) first be
deposited into the Principal Account until the amount so
deposited pursuant to subsections 4.8(d)(i) and 4.8(d)(ii)
during any Monthly Period equals the Monthly Principal and
(y) thereafter be treated as Shared Principal Collections.
(ii) Series Transferor Principal Collections. If such
Business Day falls in the Scheduled Amortization Period,
funds on deposit in the Collection Account representing the
Series Transferor Principal Collections shall be deposited
into the Principal Account until the amount so deposited
pursuant to subsections 4.8(d)(i) and 4.8(d)(ii) during any
Monthly Period equals the Monthly Principal for the related
Distribution Date. Any additional Series Transferor
Principal Collections for such Monthly Period shall be
allocated and paid to the Holder of the Exchangeable
Transferor Certificate pursuant to (and subject to the
limitations stated in) Section 4.3(b).
(e) Prior to the Amortization Period Commencement Date,
pursuant to subsection 4.3(e) of the Agreement, the Transferor
may at its option, or shall be required to, in each case to the
extent specified in the applicable Issuance Supplement, apply
Shared Principal Collections, after the applications with respect
thereto specified in the provisions of subsection 4.3(e) of the
Agreement, to make payments of principal or deposits to the
Principal Account with respect to the Class A Certificates and
Class B Certificates. Such Shared Principal Collections allocat
ed to the Series 1999-1 Certificates may be applied on each Busi
ness Day with respect to the Revolving Period, at the option of
the Transferor and in an amount to be determined by the
Transferor, to make deposits to the Principal Account, for
payment as provided in Sections 4.13 and 5.1.
(f) On the first Business Day following the occurrence of a
Portfolio Imbalance Event, funds on deposit in the Equalization
Account shall, in accordance with written instructions from the
Servicer, be deposited in the Principal Account and allocated to
Series 1999-1 to the extent of the Series Portfolio Correction
Distribution Amount.
Section 4.9 Determination of Required Amounts.
(a) On each Business Day, the Servicer shall determine the
amount (the "Daily Required Amount"), if any, by which (x) the
sum of (i) the Class A Carrying Cost Target for the related
Distribution Date, (ii) the Class B Carrying Cost Target for the
related Distribution Date, (iii) the Servicing Fee for the
current Monthly Period, plus any unpaid Servicing Fees from prior
Monthly Periods, (iv) the sum of (A) the Class A Investor Default
Amount for such Business Day, plus (B) any unpaid Class A
Investor Default Amount for any previous Business Day during such
Monthly Period, plus (C) the Class A Uncovered Dilution Amount
for such Business Day, plus (D) any unpaid Class A Uncovered
Dilution Amount for any previous Business Day during such Monthly
Period, (v) any unreimbursed Class A Investor Charge-Offs, (vi)
the sum of (A) the Class B Investor Default Amount for such
Business Day, plus (B) any unpaid Class B Investor Default Amount
for any previous Business Day during such Monthly Period, plus
(C) the Class B Uncovered Dilution Amount for such Business Day,
plus (D) any unpaid Class B Uncovered Dilution Amount for any
previous Business Day during such Monthly Period, (vii) any
unreimbursed Class B Investor Charge-Offs, (viii) the sum of
Class C Interest and any Carryover Class C Interest for the
related Distribution Date, (ix) the sum of (A) the Class C
Investor Default Amount for such Business Day, plus (B) any
unpaid Class C Investor Default Amount for any previous Business
Day during such Monthly Period, plus (C) the Class C Uncovered
Dilution Amount for such Business Day, plus (D) any unpaid
Class C Uncovered Dilution Amount for any previous Business Day
during such Monthly Period, (x) any unreimbursed Class C Investor
Charge-Offs, (xi) the sum of Class D Interest, any Carryover
Class D Interest, the Insurance Premium and any unpaid
Reimbursement Amounts for the related Distribution Date, (xii)
the sum of (A) the Class D Investor Default Amount for such
Business Day, plus (B) the unpaid Class D Investor Default Amount
for any previous Business Day during such Monthly Period, plus
(C) the Class D Uncovered Dilution Amount for such Business Day,
plus (D) Class D Uncovered Dilution Amount for any previous
Business Day during such Monthly Period, (xiii) any unreimbursed
Class D Investor Charge-Offs, (xiv) the sum of (A) the Class E
Investor Default Amount for such Business Day, plus (B) any
unpaid Class E Investor Default Amount for any previous Business
Day during such Monthly Period, plus (C) the Class E Uncovered
Dilution Amount for such Business Day, plus (D) any Class E
Uncovered Dilution Amount for any previous Business Day during
such Monthly Period, (xv) any unreimbursed Class E Investor
Charge-Offs and (xvi) Mezzanine Facilities Costs and Junior
Facilities Costs exceeds (y) the net amount applied with respect
to such amounts from Available Series 1999-1 Finance Charge
Collections on such Business Day and all prior Business Days in
the same Monthly Period and applied pursuant to Section 4.10 on
all prior Business Days in the same Monthly Period.
(b) On each Determination Date, the Servicer shall
determine the amount (the "Monthly Class A Required Amount"), if
any, by which (x) the sum of (i) the sum of Class A Carrying
Costs for the related Distribution Date, (ii) the Class A
Floating Allocation Percentage of the sum of the Servicing Fee
for the related Monthly Period, plus any unpaid Servicing Fees
from prior Monthly Periods (the "Class A Servicing Fee Share")
and (iii) Mezzanine Facilities Costs relating to the Class A
Certificates, exceeds (y) the net amount deposited with respect
to such amounts from Available Series 1999-1 Finance Charge
Collections, Excess Finance Charge Collections and Series
Transferor Finance Charge Collections pursuant to Sections 4.8(a)
and 4.10 during the related Monthly Period.
(c) On each Determination Date, the Servicer shall
determine the amount (the "Monthly Class B Required Amount"), if
any, by which (x) the sum of (i) the sum of Class B Carrying
Costs for the related Distribution Date, (ii) the Class B
Floating Allocation Percentage of the sum of the Servicing Fee
for the related Monthly Period, plus any unpaid Servicing Fees
from prior Monthly Periods (the "Class B Servicing Fee Share")
and (iii) Mezzanine Facilities Costs relating to the Class B
Certificates, exceeds (y) the net amount deposited with respect
to such amounts from Available Series 1999-1 Finance Charge
Collections, Excess Finance Charge Collections and Series
Transferor Finance Charge Collections pursuant to Sections 4.8(a)
and 4.10 during the related Monthly Period.
(d) On each Determination Date, the Servicer shall
determine the amount (the "Monthly Class C Required Amount"), if
any, by which (x) the sum of (i) the sum of Class C Interest and
any Carryover Class C Interest for the related Distribution Date,
and (ii) the Class C Floating Allocation Percentage of the sum of
the Servicing Fee for the related Monthly Period, plus any unpaid
Servicing Fees from prior Monthly Periods (the "Class C Servicing
Fee Share"), exceeds (y) the net amount deposited with respect to
such amounts from Available Series 1999-1 Finance Charge
Collections, Excess Finance Charge Collections and Series
Transferor Finance Charge Collections pursuant to Sections 4.8(a)
and 4.10 during the related Monthly Period.
(e) On each Determination Date, the Servicer shall
determine the amount (the "Monthly Class D Required Amount"), if
any, by which (x) the sum of (i) the sum of Class D Interest, any
Carryover Class D Interest, the Insurance Premium and any unpaid
Reimbursement Amounts for the related Distribution Date, and
(ii) the Class D Floating Allocation Percentage of the sum of
the Servicing Fee for the related Monthly Period, plus any unpaid
Servicing Fees from prior Monthly Periods (the "Class D Servicing
Fee Share"), exceeds (y) the net amount deposited with respect to
such amounts from Available Series 1999-1 Finance Charge
Collections, Excess Finance Charge Collections and Series
Transferor Finance Charge Collections pursuant to Sections 4.8(a)
and 4.10 during the related Monthly Period.
Section 4.10 Daily Applications of Excess Finance Charge
Collections and Series Transferor Finance Charge Collections. If
on any Business Day the Daily Required Amount is greater than
zero, the Servicer shall apply Excess Finance Charge Collections
allocated to Series 1999-1 and Series Transferor Finance Charge
Collections to cover the Daily Required Amount by applying such
funds to any uncovered amounts in the priority listed in Section
4.8(a). In addition, if on any Business Day, the Daily Required
Amount is greater than the amount of Excess Finance Charge
Collections allocated to Series 1999-1 and Series Transferor
Finance Charge Collections, and any Finance Charge Collections
allocable to Series 1999-1 have been released to the Transferor
on any earlier Business Day in the same Monthly Period, then the
Transferor shall make an amount equal to the amount so released
(and not previously made available pursuant to this sentence) to
cover the Daily Required Amount by applying such funds to any
uncovered amounts in the priority listed in Section 4.8(a).
Excess Finance Charge Collections allocated to the Series
1999-1 Certificates for any Business Day shall mean an amount
equal to the product of (x) Excess Finance Charge Collections
available from all other Series for such Business Day and (y) a
fraction, the numerator of which is the Daily Required Amount for
such Business Day and the denominator of which is the aggregate
amount of shortfalls in required amounts or other amounts to be
paid from Finance Charge Collections for all Series for such
Business Day.
Section 4.11 Investor Charge-Offs; Reallocation of
Principal Collections.
(a) On or before each Transfer Date, the Servicer shall
take the following steps:
(i) The Servicer shall calculate the sum of the
Class E Investor Default Amounts and the Class E Uncovered
Dilution Amounts for all Business Days in the related
Monthly Period (such sum being the "Class E Reduction
Amount"). If on any Transfer Date, the Class E Reduction
Amount for the prior Monthly Period exceeds the sum of the
amounts allocated with respect thereto pursuant to Sections
4.8(a)(xv) and 4.10 with respect to such Monthly Period, the
Class E Invested Amount will be reduced by the amount of
such excess, but not below zero, on such Transfer Date. Any
such reduction shall be taken into account prior to any
further reductions called for below.
(ii) The Servicer shall calculate the sum of the
Class D Investor Default Amounts and the Class D Uncovered
Dilution Amounts for all Business Days in the related
Monthly Period (such sum being the "Class D Reduction
Amount"). If on any Transfer Date, the Class D Reduction
Amount for the prior Monthly Period exceeds the sum of the
amounts allocated with respect thereto pursuant to Sections
4.8(a)(xii) and 4.10 with respect to such Monthly Period,
the Class E Invested Amount will be reduced by the amount of
such excess, but not below zero, on such Transfer Date. If
such reduction would cause the Class E Invested Amount to be
a negative number, the Class E Invested Amount will be
reduced to zero, and the Class D Invested Amount will be
reduced by the amount by which the Class E Invested Amount
would have been reduced below zero, but shall not be reduced
below zero itself. Any such reduction shall be taken into
account prior to any further reductions called for below.
(iii) The Servicer shall calculate the sum of the
Class C Investor Default Amounts and the Class C Uncovered
Dilution Amounts for all Business Days in the related
Monthly Period (such sum being the "Class C Reduction
Amount"). If on any Transfer Date, the Class C Reduction
Amount for the prior Monthly Period exceeds the sum of the
amounts allocated with respect thereto pursuant to Sections
4.8(a)(ix) and 4.10 with respect to such Monthly Period, the
Class E Invested Amount will be reduced by the amount of
such excess, but not below zero, on such Transfer Date. If
such reduction would cause the Class E Invested Amount to be
a negative number, the Class E Invested Amount will be
reduced to zero, and the Class D Invested Amount will be
reduced by the amount by which the Class E Invested Amount
would have been reduced below zero, but shall not be reduced
below zero itself. If such reduction would cause the Class D
Invested Amount to be a negative number, the Class D
Invested Amount will be reduced to zero, and the Class C
Invested Amount will be reduced by the amount by which the
Class D Invested Amount would have been reduced below zero,
but shall not be reduced below zero itself. Any such
reductions shall be taken into account prior to any further
reductions called for below.
(iv) The Servicer shall calculate the sum of the
Class B Investor Default Amounts and the Class B Uncovered
Dilution Amounts for all Business Days in the related
Monthly Period (such sum being the "Class B Reduction
Amount"). If on any Transfer Date, the Class B Reduction
Amount for the prior Monthly Period exceeds the sum of the
amounts allocated with respect thereto pursuant to Sections
4.8(a)(vi) and 4.10 with respect to such Monthly Period, the
Class E Invested Amount will be reduced by the amount of
such excess, but not below zero, on such Transfer Date. If
such reduction would cause the Class E Invested Amount to be
a negative number, the Class E Invested Amount will be
reduced to zero, and the Class D Invested Amount will be
reduced by the amount by which the Class E Invested Amount
would have been reduced below zero, but shall not be reduced
below zero itself. If such reduction would cause the Class D
Invested Amount to be a negative number, the Class D
Invested Amount will be reduced to zero, and the Class C
Invested Amount will be reduced by the amount by which the
Class D Invested Amount would have been reduced below zero,
but shall not be reduced below zero itself. If such
reduction would cause the Class C Invested Amount to be a
negative number, the Class C Invested Amount will be reduced
to zero, and the Class B Invested Amount will be reduced by
the amount by which the Class C Invested Amount would have
been reduced below zero, but shall not be reduced below zero
itself. Any such reductions shall be taken into account
prior to any further reductions called for below.
(v) The Servicer shall calculate the sum of the
Class A Investor Default Amounts and the Class A Uncovered
Dilution Amounts for all Business Days in the related
Monthly Period (such sum being the "Class A Reduction
Amount"). If on any Transfer Date, the Class A Reduction
Amount for the prior Monthly Period exceeds the sum of the
amounts allocated with respect thereto pursuant to Sections
4.8(a)(iv) and 4.10 with respect to such Monthly Period, the
Class E Invested Amount will be reduced by the amount of
such excess, but not below zero, on such Transfer Date. If
such reduction would cause the Class E Invested Amount to be
a negative number, the Class E Invested Amount will be
reduced to zero, and the Class D Invested Amount will be
reduced by the amount by which the Class E Invested Amount
would have been reduced below zero, but shall not be reduced
below zero itself. If such reduction would cause the Class D
Invested Amount to be a negative number, the Class D
Invested Amount will be reduced to zero, and the Class C
Invested Amount will be reduced by the amount by which the
Class D Invested Amount would have been reduced below zero,
but shall not be reduced below zero itself. If such
reduction would cause the Class C Invested Amount to be a
negative number, the Class C Invested Amount will be reduced
to zero, and the Class B Invested Amount will be reduced by
the amount by which the Class C Invested Amount would have
been reduced below zero, but shall not be reduced below zero
itself. If such reduction would cause the Class B Invested
Amount to be a negative number, the Class B Invested Amount
will be reduced to zero, and the Class A Invested Amount
will be reduced by the amount by which the Class B Invested
Amount would have been reduced below zero, but shall not be
reduced below zero itself. Any such reductions shall be
taken into account prior to any further reductions called
for below.
(b) On or before each Transfer Date, the Holder of the
Exchangeable Transferor Certificate shall deposit into the
Principal Account any Subordinated Principal Collections received
by such Holder during the related Monthly Period that are
required for purposes of reallocation as described below, and the
Servicer shall instruct the Trustee in writing to, and the
Trustee in accordance with such instructions shall, withdraw from
the Principal Account and apply Subordinated Principal
Collections, to make the following distributions on such Transfer
Date in the following priority, in each case to the extent of
Subordinated Principal Collections available after giving effect
to all of the prior distributions:
(i) an amount equal to any positive Monthly Class A
Required Amount shall be applied pursuant to Sections
4.8(a)(i), (iii) (but only to the extent of the Class A
Servicing Fee Share) and (xviii) (but only as to Mezzanine
Facilities Costs described in such Section relating to the
Class A Certificates);
(ii) an amount equal to any positive Monthly Class B
Required Amount shall be applied pursuant to Sections
4.8(a)(ii), (iii) (but only to the extent of the Class B
Servicing Fee Share) and (xviii) (but only as to Mezzanine
Facilities Costs described in such Section relating to the
Class B Certificates);
(iii) an amount equal to any positive Monthly Class C
Required Amount shall be applied pursuant to Sections
4.8(a)(iii) (but only to the extent of the Class C Servicing
Fee Share) and (viii); and
(iv) an amount equal to any positive Monthly Class D
Required Amount shall be applied pursuant to Sections
4.8(a)(iii) (but only to the extent of the Class D Servicing
Fee Share) and (xi);
provided, that:
(1) the aggregate amount of Subordinated Principal
Collections distributed pursuant to clauses (i) through (iv)
above (the "Reallocated Principal Collections") shall not
exceed the sum of the Class B Invested Amount, the Class C
Invested Amount, the Class D Invested Amount and the Class E
Invested Amount, in each case as of the date of application
after giving effect to any reductions in the Invested Amount
made pursuant to Section 4.11(a) on such Transfer Date;
(2) the aggregate amount of Subordinated Principal
Collections distributed pursuant to clauses (ii) through
(iv) above shall not exceed the sum of the Class C Invested
Amount, the Class D Invested Amount and the Class E Invested
Amount after giving effect to any reductions in the Invested
Amount made pursuant to Section 4.11(a) on such Transfer
Date;
(3) the aggregate amount of Subordinated Principal
Collections distributed pursuant to clauses (iii) and (iv)
above shall not exceed the sum of the Class D Invested
Amount and the Class E Invested Amount after giving effect
to any reductions in the Invested Amount made pursuant to
Section 4.11(a) on such Transfer Date; and
(4) the aggregate amount of Subordinated Principal
Collections distributed pursuant to clause (iv) above shall
not exceed the Class E Invested Amount after giving effect
to any reductions in the Invested Amount made pursuant to
Section 4.11(a) on such Transfer Date.
(c) On each Transfer Date, the Class E Invested Amount
shall be reduced, but not below zero, by the amount of
Reallocated Principal Collections for such Transfer Date. If
such reduction would cause the Class E Invested Amount to be a
negative number, the Class E Invested Amount shall be reduced to
zero, and the Class D Invested Amount shall be reduced by the
amount by which the Class E Invested Amount would have been
reduced below zero, but shall not be reduced below zero itself.
If such reduction would cause the Class D Invested Amount to be a
negative number, the Class D Invested Amount shall be reduced to
zero, and the Class C Invested Amount shall be reduced by the
amount by which the Class D Invested Amount would have been
reduced below zero, but shall not be reduced below zero itself.
If such reduction would cause the Class C Invested Amount to be a
negative number, the Class C Invested Amount shall be reduced to
zero, and the Class B Invested Amount shall be reduced by the
amount by which the Class C Invested Amount would have been
reduced below zero, but shall not be reduced below zero itself.
(d) Any reduction to the invested amount of any Class
pursuant to this Section 4.11 shall be applied on a pro rata
basis, without preference or priority, among all Certificates
then outstanding in that Class.
Section 4.12 Payment of Certificate Interest and Other
Amounts. On each Transfer Date, the Trustee, acting in
accordance with written instructions from the Servicer set forth
in the Daily Report for such day, shall withdraw the amounts on
deposit in the Interest Funding Account with respect to the prior
Monthly Period allocable to the Series 1999-1 Certificates and
deposit such amounts in the Distribution Account in the following
priority:
(a) for payment to the Class A Certificateholders on
account of Class A Carrying Costs, the lesser of the amount of
such Class A Carrying Costs and the net amounts deposited into
the Interest Funding Account with respect to the related Monthly
Period (including from Excess Finance Charge Collections, Series
Transferor Finance Charge Collections or Reallocated Principal
Collections) pursuant to subsection 4.8(a)(i); and if such
deposited amount is less than the total Class A Carrying Costs,
the available funds shall be allocated first to Class A Interest
on all Class A Certificates on a pro rata basis, without
preference or priority, and any remaining available funds shall
be allocated to pay other Class A Carrying Costs relating to the
Class A Certificates, on a pro rata basis;
(b) for payment to the Class B Certificateholders on
account of Class B Carrying Costs, the lesser of the amount of
such Class B Carrying Costs and the net amount deposited into the
Interest Funding Account with respect to the related Monthly
Period (including from Excess Finance Charge Collections, Series
Transferor Finance Charge Collections or Reallocated Principal
Collections) pursuant to subsection 4.8(a)(ii); and if such
deposited amount is less than the total Class B Carrying Costs,
the available funds shall be allocated first to Class B Interest
on all Class B Certificates on a pro rata basis, without
preference or priority, and any remaining available funds shall
be allocated to pay other Class B Carrying Costs relating to the
Class B Certificates, on a pro rata basis;
(c) for payment to the Class C Certificateholders on
account of Class C Interest and any Carryover Class C Interest,
the net amount deposited into the Interest Funding Account with
respect to the related Monthly Period (including from Excess
Finance Charge Collections, Series Transferor Finance Charge
Collections or Reallocated Principal Collections) pursuant to
subsection 4.8(a)(viii); and if such deposited amount is less
than the total Class C Interest and any Carryover Class C
Interest, the available funds shall be allocated among such
amounts owed with respect to all Class C Certificates on a pro
rata basis, without preference or priority;
(d) for payment to the Class D Certificateholders on account
of Class D Interest and any Carryover Class D Interest, the net
amount deposited into the Interest Funding Account with respect
to the related Monthly Period (including from Excess Finance
Charge Collections, Series Transferor Finance Charge Collections
or Reallocated Principal Collections) pursuant to subsection
4.8(a)(xi); and if such deposited amount is less than the total
Class D Interest and any Carryover Class D Interest, the
available funds shall be allocated among such amounts owed with
respect to all Class D Certificates on a pro rata basis, without
preference or priority;
(e) for payment to the Class E Certificateholders on account
of interest and other amounts payable with respect to the Class E
Certificates;
(f) for payment of Mezzanine Facilities Costs with respect
to first the Class A Certificates and then the Class B
Certificates, the net amount deposited into the Interest Funding
Account with respect to the related Monthly Period (including
from Excess Finance Charge Collections, Series Transferor Finance
Charge Collections or Reallocated Principal Collections) pursuant
to subsection 4.8(a)(xviii); and
(g) for payment of Junior Facilities Costs with respect to
first the Class A Certificates and then the Class B Certificates,
the net amount deposited into the Interest Funding Account with
respect to the related Monthly Period (including from Excess
Finance Charge Collections or Series Transferor Finance Charge
Collections) pursuant to subsection 4.8(a)(xx).
On each Distribution Date, the Paying Agent shall pay such
amounts to the applicable Certificateholders in accordance with
Section 5.1 of the Agreement.
Section 4.13 Payment of Certificate Principal. The
Trustee, acting in accordance with written instructions from the
Servicer set forth in the Daily Report for such day, shall
withdraw from the Principal Account and deposit in the
Accumulation Account or the Distribution Account, as applicable,
in the following priority, in each case to the extent of funds
available in the Principal Account after giving effect to all of
the prior applications:
(a) On the Transfer Date preceding each Distribution Date
with respect to any Accumulation Period, an amount equal to the
Class A Principal for such Distribution Date shall be deposited
into the Accumulation Account. On each Class A Expected Final
Payment Date or, if earlier, on the first Distribution Date with
respect to the Rapid Amortization Period, the principal balance
on deposit in the Accumulation Account shall be transferred to
the Distribution Account. On each Distribution Date with respect
to the Rapid Amortization Period or a Scheduled Amortization
Period when no Accumulation Period is in progress, an amount
equal to the Class A Principal for such Distribution Date shall
be deposited into the Distribution Account. On the Class A
Expected Final Payment Date and on each Distribution Date with
respect to the Rapid Amortization Period or a Scheduled
Amortization Period when no Accumulation Period is in progress,
the Paying Agent shall pay in accordance with Section 5.1 to the
Class A Certificateholders from the Distribution Account such
amounts deposited into the Distribution Account on the related
Transfer Date.
(b) On the Transfer Date preceding the Class B Principal
Payment Commencement Date and each Distribution Date thereafter,
an amount equal to the Class B Principal for such Distribution
Date. On the Class B Principal Payment Commencement Date, after
the payment of any principal amounts to the Class A Certificates
on such day, and on each Distribution Date thereafter until the
Class B Invested Amount is paid in full, the Paying Agent shall
pay in accordance with Section 5.1 to the Class B
Certificateholders from the Distribution Account such amount
deposited into the Distribution Account on the related Transfer
Date.
(c) On the Transfer Date preceding the Class C Principal
Payment Commencement Date and each Distribution Date thereafter,
an amount equal to the Class C Principal for such Distribution
Date. On the Class C Principal Payment Commencement Date, after
the payment of any principal amounts to the Class B Certificates
on such day, and on each Distribution Date thereafter until the
Class C Invested Amount is paid in full, the Paying Agent shall
pay in accordance with Section 5.1 to the Class C
Certificateholders from the Distribution Account such amount
deposited into the Distribution Account on the related Transfer
Date.
(d) On the Transfer Date preceding the Class D Principal
Payment Commencement Date and each Distribution Date thereafter,
an amount equal to the Class D Principal for such Distribution
Date. On the Class D Principal Payment Commencement Date, after
the payment of any principal amounts to the Class C Certificates
on such day, and on each Distribution Date thereafter until the
Class D Invested Amount is paid in full, the Paying Agent shall
pay in accordance with Section 5.1 to the Class D
Certificateholders from the Distribution Account such amount
deposited into the Distribution Account on the related Transfer
Date.
(e) On the Transfer Date preceding the Class E Principal
Payment Commencement Date and each Distribution Date thereafter,
an amount equal to the Class E Principal for such Distribution
Date. On the Class E Principal Payment Commencement Date, after
the payment of any principal amounts to the Class D Certificates
on such day, and on each Distribution Date thereafter until the
Class E Invested Amount is paid in full, the Paying Agent shall
pay in accordance with Section 5.1 to the Class E
Certificateholders from the Distribution Account such amount
deposited into the Distribution Account on the related Transfer
Date.
(f) In addition, during the Revolving Period, Shared
Principal Collections shall be applied to make principal payments
on any Class A VFCs and Class B VFCs to the extent elected by the
Transferor, or required, in each case in accordance with the
applicable Issuance Supplement.
(g) On the Transfer Date preceding a Portfolio Correction
Distribution Date, an amount equal to the Series Portfolio
Correction Distribution Amount. On the Portfolio Correction
Distribution Date, the Paying Agent shall pay in accordance with
Section 5.1 to the Class A Certificateholders (and, if the Class
A Invested Amount has been paid in full, to the Class B
Certificateholders and the Certificateholders of each more junior
Class sequentially, in each case to the extent that the invested
amount of each more senior class has been paid in full) from the
Distribution Account such amount deposited into the Distribution
Account on the related Transfer Date.
Any amounts allocable to the Series 1999-1 Certificates and
to any Monthly Period that remain in the Principal Account on the
related Distribution Date after all applications for the benefit
of Series 1999-1 required on that Distribution Date shall be
treated as Shared Principal Collections and applied in accordance
with Section 4.3(e) of the Agreement on that Distribution Date.
Section 4.14 Shared Principal Collections. The amount of
Shared Principal Collections allocated to the Series 1999-1
Certificates and to be treated as Available Principal Collections
for any Business Day with respect to the Amortization Period
shall equal the product of (a) Shared Principal Collections for
all Series for such Business Day and (b) a fraction, the
numerator of which is the Principal Shortfall for the Series
1999-1 Certificates for such Business Day and the denominator of
which is the aggregate amount of Principal Shortfalls for all
Series for such Business Day. For any Business Day with respect
to the Revolving Period, Shared Principal Collections allocated
to the Series 1999-1 Certificates shall be zero.
Section 4.15 Allocation of Adjustment Payments. All
Adjustment Payments that are paid when due shall be treated as
Principal Collections. All Adjustment Payments that are made
after such payments are due shall be treated as Finance Charge
Collections.
Section 4.16 Spread Account. (a) On or prior to the
Closing Date, the Servicer shall establish and maintain with a
Qualified Institution, which may be the Trustee, on behalf of the
Trust, for the benefit of the Class D Certificateholders and the
Spread Account Residual Interest Holders, a segregated account
(the "Spread Account") bearing a designation clearly indicating
that the funds deposited therein are held for the benefit of the
Class D Certificateholders, the Insurer and the Spread Account
Residual Interest Holders. Except as otherwise provided in this
Section 4.16, the Trustee shall possess all right, title and
interest in all funds on deposit from time to time in the Spread
Account and in all proceeds thereof. The Spread Account shall be
under the sole dominion and control of the Trustee for the
benefit of the Class D Certificateholders and the Spread Account
Residual Interest Holders. If at any time the institution holding
the Spread Account ceases to be a Qualified Institution, the
Transferor shall notify the Trustee, and the Trustee upon being
notified (or the Servicer on its behalf) shall, within ten (10)
Business Days (or such longer period as to which the Rating
Agency rating the Class D Certificates may consent) establish a
new Spread Account meeting the conditions specified above with a
Qualified Institution and shall transfer any cash or any
investments to such new Spread Account.
(b) Funds on deposit in the Spread Account shall be
invested at the written direction of the Servicer by the Trustee
in Cash Equivalents. Funds on deposit in the Spread Account on
any Distribution Date, after giving effect to any withdrawals
from and deposits to the Spread Account on such Distribution
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 Distribution Date. The Trustee shall maintain, for
the benefit of the Class D Certificateholders, the Insurer and
the Spread Account Residual Interest Holders, possession of the
instruments or securities, if any, evidencing the investment of
funds in the Spread Account in Cash Equivalents. On each
Distribution Date (but subject to subsections 14.16(c), (d) and
(e)), the Investment Earnings, if any, accrued since the
preceding Distribution Date on funds on deposit in the Spread
Account shall be paid by the Trustee upon the written instruction
of the Servicer: first, to the Insurer to the extent of any
unpaid Insurance Premium and Reimbursement Amounts, and second,
to the Spread Account Residual Interest Holder. For purposes of
determining the availability of funds or the balance in the
Spread Account for any reason hereunder (subject to subsections
14.16(c), (d) and (e)), all Investment Earnings shall be
determined not to be available or on deposit.
(c) If, on any Distribution Date, the aggregate amount
available (i) for distribution to the Class D Certificate
holders pursuant to subsection 4.12(d) and Section 5.1 and
(ii) to cover the Insurance Premium and the Reimbursement Amounts
to the Insurer pursuant to Section 22, is less than the Class D
Interest and Carryover Class D Interest and any unpaid Insurance
Premium and Reimbursement Amounts for that Distribution Date, the
Trustee, at the written direction of the Servicer, shall withdraw
from the Spread Account the amount of such deficiency up to the
Available Spread Account Amount and, if the Available Spread
Account Amount is less than such deficiency, Investment Earnings
credited to the Spread Account, and distribute such amount to the
Paying Agent for payment to the Class D Certificateholders in
respect of interest on the Class D Certificates and to the
Insurer to cover any unpaid Insurance Premium and Reimbursement
Amounts.
(d) On the Class D Release Date, if the Class D Investor
Principal Balance is greater than the Class D Invested Amount,
then the Trustee, at the written instruction of the Servicer,
shall withdraw from the Spread Account the amount of such excess,
up to the Available Spread Account Amount (after giving effect to
the application of amounts from the Spread Account pursuant to
subsection 4.16(c) on such Distribution Date) and, if the
Available Spread Account Amount is less than such deficiency,
Investment Earnings credited to the Spread Account, and pay such
amount to the Paying Agent for distribution to the Class D
Certificateholders in respect of principal of the Class D
Certificates.
(e) On and after the Class D Release Date, if the sum of
the Class D Investor Default Amount and any Class D Uncovered
Dilution Amount on any Business Day exceeds the Available Series
1999-1 Finance Charge Collections and Excess Finance Charge
Collections available to fund such amount pursuant to subsection
4.8(xii) and Section 4.9, then the Trustee, at the written
instruction of the Servicer, shall withdraw from the Spread
Account the amount of such excess, up to the Available Spread
Account Amount (after giving effect to the application of amounts
from the Spread Account pursuant to subsections 14.16(c) and
4.16(d) on such Distribution Date) and, if the Available Spread
Account Amount is less than such deficiency, Investment Earnings
credited to the Spread Account, and shall apply such amounts as
provided in subsection 4.8(xii).
(f) If on any Business Day, after giving effect to all
withdrawals from the Spread Account, the Available Spread Account
Amount is less than the Required Spread Account Amount as of the
most recent Distribution Date, Available Series 1999-1 Finance
Charge Collections and Excess Finance Charge Collections shall be
deposited into the Spread Account pursuant to subsection 4.8(xix)
and Section 4.9 in the amount of the Spread Account Deficiency
(or, if less, the full amount available).
(g) After the Spread Account Percentage has been increased
to a percentage above zero, the Spread Account Percentage shall
remain at such percentage until the Distribution Date on which
the Quarterly Excess Spread Percentage has increased to a level
that is associated with a lower Spread Account Percentage, in
which case the Spread Account Percentage shall be decreased to
the appropriate percentage, but never by more than one level per
Monthly Period, even if the Quarterly Excess Spread percentage
has increased to a level that is otherwise associated with a
Spread Account Percentage that is two or more levels lower.
Notwithstanding the foregoing, if a Pay Out Event with respect to
Series 1999-1 has occurred, the Spread Account Percentage shall
equal 4% (as provided in the definition of Spread Account
Percentage) and shall no longer be subject to reduction.
(h) If on any Distribution Date, after giving effect to all
withdrawals from and deposits to the Spread Account, the amount
on deposit in the Spread Account would exceed the Required Spread
Account Amount then in effect, the Trustee shall, at the written
direction of the Servicer, release, or direct the holder of the
Spread Account to release, such excess first to the Insurer to
pay unpaid Insurance Premiums and Reimbursement Amounts and
second to the Spread Account Residual Interest Holders. On the
date on which the Class D Investor Principal Balance has been
paid in full, the Trustee, at the written direction of the
Servicer, shall withdraw from the Spread Account all amounts then
remaining in the Spread Account and pay such amounts first to the
Insurer to pay unpaid Insurance Premiums and Reimbursement
Amounts and second to the Spread Account Residual Interest
Holders.
(i) The Transferor shall not sell, transfer or assign any
interest in the Spread Account unless (i) it has delivered to the
Trustee an Opinion of Counsel to the effect that such sale,
transfer or assignment will not cause the Trust to be
characterized for Federal income tax purposes as an association
taxable as a corporation or otherwise have a material adverse
impact on the Federal income taxation of any outstanding Series
of Investor Certificates and (ii) it has received the prior
written consent of the Insurer.
Section 4.17 Reserve Account. (a) If any Class A
Certificates are issued with an Accumulation Period, then on or
prior to the Reserve Account Funding Date, the Servicer shall
establish and maintain with a Qualified Institution, which may be
the Trustee, in the name of the Trust, on behalf of the Trust,
for the benefit of the Certificateholders, a segregated trust
account (the "Reserve Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the
benefit of the Certificateholders. The Trustee shall possess all
right, title and interest in all funds on deposit from time to
time in the 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 Certificateholders. If at any
time a Qualified Institution holding the Reserve Account ceases
to be a Qualified Institution, the Transferor shall notify the
Trustee in writing, and the Trustee upon being notified (or the
Servicer on its behalf) shall, within 10 Business Days, establish
a new Reserve Account meeting the conditions specified above, and
shall transfer any cash or any investments to such new Reserve
Account. The Trustee, at the written 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 Series Supplement,
and (ii) on each Transfer Date (from and after the Reserve
Account Funding Date) prior to termination of the Reserve Account
make a deposit into the Reserve Account in the amount specified
in, and otherwise in accordance with, Section 4.8(a)(xvii).
(b) Funds on deposit in the Reserve Account shall be
invested by the Trustee in Cash Equivalents pursuant to the
written direction of the Servicer. 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 Certificateholders possession of the negotiable
instruments or securities, if any, evidencing such Cash
Equivalents. No Cash Equivalents shall be disposed of prior to
its maturity unless the Servicer so directs and either (i) such
disposal will not result in a loss of all or part of the
principal portion of such Cash Equivalents or (ii) prior to the
maturity of such Cash Equivalents, a default occurs in the
payment of principal, interest or any other amount with respect
to such Cash Equivalents. On each Transfer Date, all interest and
earnings (net of losses and investment expenses) accrued since
the preceding Transfer 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 paid to the Transferor. For purposes of determining the
availability of funds or the balance in the Reserve Account for
any reason under this Series 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 or before each Transfer Date with respect to any
Accumulation Period prior to the payment in full of the Class A
Invested Amount and on or before the first Transfer Date with
respect to the Rapid Amortization Period, the Servicer shall
calculate the "Reserve Draw Amount" which shall be equal to the
Accumulation Investment Shortfall with respect to each Transfer
Date with respect to such Accumulation Period or the first
Transfer Date with respect to the Rapid Amortization Period.
(d) If the Reserve Draw Amount for any Transfer Date in the
Scheduled Amortization Period up to and including the Transfer
Date relating to the Class A/B VFC Expected Final Payment Date is
greater than zero, the Reserve Draw Amount, up to the Available
Reserve Account Amount, shall be withdrawn from the Reserve
Account on such Transfer Date by the Trustee (acting in
accordance with the written instructions of Servicer), and
treated as Available Series 1999-1 Finance Charge Collections
with respect to the related Monthly Period.
(e) If the Reserve Account Surplus on any Transfer Date,
after giving effect to all deposits to and withdrawals from the
Reserve Account with respect to such Transfer 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 an amount equal to such Reserve Account Surplus
first to the Insurer in respect of any unpaid Reimbursement
Amounts and then to the Transferor.
(f) Upon the earliest to occur of (i) the termination of
the Trust pursuant to the Agreement, (ii) the first Distribution
Date relating to the Rapid Amortization Period and (iii) the
Distribution Date immediately preceding the Class A Expected
Final Payment Date for the Class A Certificates that are subject
to accumulation, the Trustee, acting in accordance with the
instructions of the Servicer, after the prior payment of all
amounts owing to the Series 1999-1 Certificateholders that are
payable from the Reserve Account as provided herein, shall
withdraw from the Reserve Account and pay all amounts, if any, on
deposit in the Reserve Account first to the Insurer in respect of
any unpaid Reimbursement Amounts and then to the Transferor and
the Reserve Account shall be deemed to have terminated for
purposes of this Series Supplement.
Section 4.18 Accumulation Account. In connection with the
issuance of any Class A Certificates that are subject to an
Accumulation Period, the Trustee may establish and maintain with
a Qualified Institution, which may be the Trustee, in the name of
the Trust, on behalf of the Trust, for the benefit of the
Certificateholders, a segregated trust account (an "Accumulation
Account") to provide for the payment of the Class A Invested
Amount.
Section 4.19 Defeasance. On any Business Day falling prior
to the Series 1999-1 Termination Date (but with not less than ten
(10) Business Days' prior written notice from the Servicer to the
Trustee and the Insurer), the Servicer may, upon instruction from
Transferor, cause the undivided interest in the Trust represented
by the Series 1999-1 Certificates to be conveyed to one or more
Persons (who may be the holders of a new Series issued
substantially contemporaneously with such prepayment, which new
Series may have a greater undivided interest in the Trust than
Series 1999-1) for a cash purchase price in an amount equal to
the sum of (a) the Invested Amount, plus (b) to the extent not
available from the Interest Funding Account, interest accrued and
to accrue on the Series 1999-1 Certificates and other Facilities
Costs through the date of final payment of each Class as
specified below (after giving effect to any derivative instrument
referred to below), plus (c) all unpaid Reimbursement Amounts.
Any such conveyance shall be effective upon the date that the
purchase price is deposited into the Principal Account as
described below, and following such deposit the Series 1999-1
Certificates shall have no further interest in the Receivables.
No such conveyance shall, however, be permitted if as a result
thereof Transferor or any of its Affiliates would increase its
undivided interest in the Receivables, and the Trustee shall be
entitled to receive and rely on an Officer's Certificate to the
effect that no such increase will result therefrom, nor shall
such conveyance be permitted unless each Rating Agency confirms
that it will not result in a downgrade or withdrawal of such
Rating Agency's rating of any Class of Certificates. The purchase
price shall be directly deposited in the Principal Account for
distribution to the Holders on the next upcoming Distribution
Date or, if later, with respect to each Class of Certificates, on
its respective expected final payment date. In connection with
any such conveyance, the Transferor shall transfer to the
Trustee, for the Benefit of the holder of the Series 1999-1
Certificates and the Insurer one or more interest rate derivative
instruments that, when combined with investment earnings on the
cash purchase price deposited pursuant to this Section 4.19 will
provide sufficient funds to assure timely payment of interest on
the Certificates and other Facilities Costs and any Insurance
Premium and unpaid Reimbursement Amounts until paid in full, and
the Servicer shall cause such investment earnings and the
proceeds of such derivatives to be applied to make interest
payments and pay other Facilities Costs on the Certificates and
any Insurance Premium, in accordance with the priorities in
Section 4.8(a), on each Distribution Date. The Policy will
terminate upon any such defeasance.
SECTION 7. Article V of the Agreement. Article V of the
Agreement shall read in its entirety as follows and shall be
applicable only to the Series 1999-1 Certificates:
ARTICLE V
DISTRIBUTIONS AND REPORTS
TO INVESTOR CERTIFICATEHOLDERS
Section 5.1 Distributions. On each Distribution Date,
the Paying Agent shall distribute (in accordance with the
Settlement Statement delivered by the Servicer to the Trustee and
the Paying Agent pursuant to subsection 3.4(c) of the Agreement)
to each Series 1999-1 Certificateholder of record on the
immediately preceding Record Date (other than as provided in
subsection 2.4(d) or in Section 12.3 of the Agreement respecting
a final distribution) by wire transfer to such Series 1999-1
Certificateholder to an account designated by such Series 1999-1
Certificateholder by written notice given to the Paying Agent not
less than five (5) Business Days prior to the related
Distribution Date such Certificateholder's pro rata share (based
on the aggregate Undivided Interests represented by Certificates
held by such Certificateholder) of the following amounts:
(i) to Class A Certificateholders, the amounts on
deposit in the Distribution Account as are payable to the
Class A Certificateholders pursuant to Sections 4.12 and
4.13;
(ii) to Class B Certificateholders, the amounts on
deposit in the Distribution Account as are payable to the
Class B Certificateholders pursuant to Sections 4.12 and
4.13;
(iii) to the Class C Certificateholders amounts on
deposit in the Distribution Account as are payable to the
Class C Certificateholders pursuant to Section 4.12 and
4.13;
(iv) to the Class D Certificateholders amounts on
deposit in the Distribution Account as are payable to the
Class D Certificateholders pursuant to Section 4.12 and 4.13
of the Agreement and Section 22 of this Series Supplement;
and
(v) to the Class E Certificateholders amounts on
deposit in the Distribution Account as are payable to the
Class E Certificateholders pursuant to Section 4.12 and
4.13.
Section 5.2 Certificateholders' Statement. (a) On the
15th day of each calendar month (or if such day is not a Business
Day the next succeeding Business Day), the Paying Agent shall
forward to each Certificateholder, the Insurer and the Rating
Agency a statement substantially in the form of Exhibit C
prepared by the Servicer and delivered to the Trustee and the
Paying Agent on the preceding Determination Date setting forth
the following information (which, in the case of subclauses (i),
(ii) and (iii) below, shall be stated on the basis of an original
principal amount of $1,000 per Certificate and, in the case of
subclauses (ix) and (x) below, shall be stated on an aggregate
basis and on the basis of an original principal amount of $1,000
per Certificate):
(i) the total amount distributed;
(ii) the amount of such distribution allocable to
Certificate Principal;
(iii) the amount of such distribution allocable to
Certificate Interest;
(iv) the amount of Principal Collections received in
the Collection Account during the preceding Monthly Period
and allocated in respect of the Class A Certificates, the
Class B Certificates, the Class C Certificates, the Class D
Certificates and the Class E Certificates, respectively;
(v) the amount of Finance Charge Collections processed
during the preceding Monthly Period and allocated in respect
of the Class A Certificates, the Class B Certificates, the
Class C Certificates, the Class D Certificates and the
Class E Certificates, respectively;
(vi) the aggregate amount of Principal Receivables, the
Invested Amount, the Class A Invested Amount, the Class B
Invested Amount, the Class C Invested Amount, the Class D
Invested Amount, the Class E Invested Amount, the Floating
Allocation Percentage and, during the Amortization Period,
the Class A Fixed Allocation Percentage, Class B Fixed
Allocation Percentage, Class C Fixed Allocation Percentage,
the Class D Fixed Allocation Percentage or the Class E Fixed
Allocation Percentage, as applicable, with respect to the
Principal Receivables in the Trust as of the end of the day
on the Record Date;
(vii) the aggregate outstanding balance of Accounts
which are current, 30, 60, 90, 120, 150, 180 and 210 days
delinquent as of the end of the day on the Record Date;
(viii) the aggregate Investor Default Amount and the
Default Amount for the preceding Monthly Period;
(ix) the aggregate amount of Class A Investor
Charge-Offs, Class B Investor Charge-Offs, Class C Investor
Charge-Offs, Class D Investor Charge-Offs and Class E
Investor Charge-Offs for the preceding Monthly Period;
(x) the aggregate amount of the Servicing Fees for the
preceding Monthly Period;
(xi) the current rating from each Rating Agency for
each Class of Investor Certificates;
(xii) the aggregate amount of funds in the
Equalization Account as of the last day of the Monthly
Period immediately preceding the Determination Date;
(xiii) the Class C Certificate Rate and the Class D
Certificate Rate for the preceding Monthly Period;
(xiv) the amount of any draws on the Policy,
payments of Insurance Premium and unreimbursed Reimbursement
Amounts; and
(xv) the Deficiency Amount, if any, for such Monthly
Period.
(b) Annual Certificateholders' Tax Statement. On or before
January 31 of each calendar year, beginning with calendar year
2000, the Servicer shall distribute to each Person who at any
time during the preceding calendar year was a Series 1999-1
Certificateholder, a statement prepared by the Servicer
containing the information required to be contained in the
regular report to Series 1999-1 Certificateholders, as set forth
in clauses (i), (ii) and (iii) above, aggregated for such
calendar year or the applicable portion thereof during which such
Person was a Series 1999-1 Certificateholder, together with such
other customary information (consistent with the treatment of the
Certificates as debt) as the Servicer deems necessary or
desirable to enable the Series 1999-1 Certificateholders to
prepare their tax returns. Such obligations of the Servicer
shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the
Servicer pursuant to any requirements of the Internal Revenue
Code as from time to time in effect.
(c) Monthly Class D Certificateholders' Statement. Not
later than each Transfer Date, the Servicer shall deliver a
certificate substantially in the form of Exhibit B with respect
to the immediately preceding Monthly Period to the Trustee, the
Paying Agent, the Insurer and the Rating Agency. On each
Distribution Date, the Paying Agent, on behalf of the Trustee,
shall forward to each Class D Certificateholder such certificate
prepared by the Servicer with respect to the immediately
preceding Monthly Period.
SECTION 8. Series 1999-1 Pay Out Events. If any one of
the following events shall occur with respect to the Series
1999-1 Certificates:
(a) failure on the part of the Transferor (i) to make
any payment or deposit required to be made by the Transferor
by the terms of (A) the Agreement or (B) this Series
Supplement, on or before the date occurring five (5)
Business Days after the date such payment or deposit is
required to be made herein or (ii) duly to observe or
perform in any material respect any covenants or agreements
of the Transferor set forth in the Agreement or this Series
Supplement, which failure has a material adverse effect on
the Series 1999-1 Certificateholders (without regard to the
Policy) or the Insurer 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 provided that
the Trustee has actual knowledge of such failure, or to the
Transferor and the Trustee by the Holders of Series 1999-1
Certificates evidencing Undivided Interests aggregating not
less than 50% of the Invested Amount of this Series 1999-1
or the Insurer, and continues to affect materially and
adversely the interests of the Series 1999-1
Certificateholders (without regard to the Policy) or the
Insurer for such period;
(b) any representation or warranty made by the
Transferor in the Agreement or this Series 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 Section 2.6 of the Agreement, (i) 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 provided that the Trustee has actual knowledge of
such failure, or to the Transferor and the Trustee by the
Holders of the Series 1999-1 Certificates evidencing
Undivided Interests aggregating more than 50% of the
Invested Amount of this Series 1999-1 or the Insurer, and
(ii) as a result of which the interests of the Series 1999-1
Certificateholders (without regard to the Policy) or the
Insurer are materially and adversely affected and continue
to be materially and adversely affected for such period;
provided, however, that a Series 1999-1 Pay Out Event
pursuant to this subsection 8(b) 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;
(c) the average of the Portfolio Yields for any three
consecutive Monthly Periods is reduced to a rate which is
less than the weighted average of the Base Rates for the
three related Interest Accrual Periods;
(d) (i) the Transferor Interest shall be less than the
Minimum Transferor Interest, (ii) the amount of Principal
Receivables in the Trust and the amount on deposit in the
Equalization Account shall be less than the Minimum
Aggregate Principal Receivables or (iii) the Class E
Invested Amount shall be less than 3.00% of the Invested
Amount, in each case for 4 consecutive days;
(e) any Servicer Default shall occur which would have
a material adverse effect on the Series 1999-1
Certificateholders (without regard to the Policy) or the
Insurer; or
(f) the Class A Invested Amount or the Class B
Invested Amount is not reduced to zero by the Class A/B VFC
Expected Final Payment Date or any earlier applicable Class
A Expected Final Payment Date or Class B Expected Final
Payment Date, the Class C Invested Amount is not reduced to
zero by the Class C Expected Final Payment Date or the
Class D Invested Amount is not reduced to zero by the
Class D Expected Final Payment Date;
then, in the case of any event described in subparagraph (a), (b)
or (e) above, after the applicable grace period, if any, set
forth in such subparagraphs, the Holders of Series 1999-1
Certificates evidencing Undivided Interests aggregating more than
66 2/3% of the Invested Amount or the Insurer by notice then
given in writing to the Trustee, the Transferor and the Servicer
may declare that a pay out event (a "Series 1999-1 Pay Out
Event") has occurred as of the date of such notice, and in the
case of any event described in subparagraphs (c), (d) or (f)
above, a Series 1999-1 Pay Out Event shall occur without any
notice or other action on the part of the Trustee, the Series
1999-1 Certificateholders or the Insurer immediately upon the
occurrence of such event.
SECTION 9. Article VI of the Agreement. Article VI
(except for Sections 6.1 through 6.14 thereof) shall read in its
entirety as follows and shall be applicable only to the Series
1999-1 Certificates:
Section 6.15 Additional Invested Amounts. The Transferor
may on the Series 1999-1 Closing Date and from time to time
thereafter issue and, when applicable, cause the Trustee to
authenticate Class A Certificates, Class B Certificates, and
additional Class C Certificates, Class D Certificates and Class E
Certificates which shall be part of Series 1999-1, subject to the
following limitations:
(a) Class A Certificates and Class B Certificates may be
issued as Variable Funding Certificates or as conventional term
certificates. Either type of issuance will cause an increase in
the Class A Invested Amount (an "Additional Class A Invested
Amount") or the Class B Invested Amount (an "Additional Class B
Invested Amount") as follows. In the case of conventional term
certificates, the Additional Class A Invested Amount or
Additional Class B Invested Amount will equal the initial
principal amount of the applicable Certificates. In the case of
Variable Funding Certificates, Additional Class A Invested
Amounts or Additional Class B Invested Amounts may be issued from
time to time and evidenced by such Certificates, in accordance
with the applicable Issuance Supplement. All or a portion of the
proceeds from issuances of Class A Certificates and Class B
Certificates may be used to refinance any then outstanding
Class A Certificates and Class B Certificates to the extent
permitted by each applicable Issuance Supplement, and no such
additional Certificates may have an expected final payment date
later than the Class A/B VFC Expected Final Payment Date.
(b) (i) No more than $217,000,000 of Class A Certificates
and $66,500,000 of Class B Certificates may be outstanding in
Series 1999-1 at any time unless (x) the Insurer consents to any
amount in excess of either of the foregoing amounts and (y)
additional Class C Certificates, Class D Certificates and Class E
Certificates are issued in amounts such that each Class of
Certificates will have an Enhancement Percentage of not less than
the required percentage specified for such Class below.
Class of Required
Certificates Enhancement
Percentage
Class A 38%
Class B 19%
Class C 11%
Class D 5.75%
(ii) If more than $217,000,000 of Class A Certificates
or $66,500,000 of Class B Certificates are outstanding, the
Servicer shall give the Rating Agencies prompt written
notice of such event.
(c) The Transferor may issue and cause the Trustee to issue
(i) additional Class C Certificates representing an increase in
the Class C Invested Amount (an "Additional Class C Invested
Amount"), (ii) with the consent of the Insurer, additional
Class D Certificates representing an increase in the Class D
Invested Amount (an "Additional Class D Invested Amount") (each
such additional Class C Certificate and Class D Certificate
having terms identical to those of the initial Class C
Certificates and Class D Certificates) and (iii) additional Class
E Certificates representing an increase in the Class E Invested
Amount (an "Additional Class E Invested Amount" and, collectively
with the Additional Class A Invested Amounts, the Additional
Class B Invested Amounts, the Additional Class C Invested Amounts
and the Additional Class D Invested Amounts, the "Additional
Invested Amounts") subject to the respective percentages set
forth in (b) above. No Class C Certificateholder, Class D
Certificateholder or Class E Certificateholder has committed to
purchase Certificates evidencing Additional Invested Amounts, and
any such Certificates may be sold to a Person that is not a
Certificateholder prior to completing its purchase. If such
additional Class C Certificates, Class D Certificates or Class E
Certificates are issued, then in consideration of payment by the
holder(s) of such new Certificates of the agreed upon purchase
prices, the Servicer shall appropriately note such Additional
Invested Amounts on the related Daily Report and direct the
Trustee in writing to pay to the Transferor such purchase prices,
and the Invested Amount of each applicable Class of Certificates
will be equal to the Invested Amount of such Class stated in such
Daily Report. The Policy shall not cover any Additional Class D
Invested Amount.
(d) Except for Additional Class A Invested Amounts and
Additional Class B Invested Amounts relating to any Class A VFCs
or Class B VFCs, respectively, no additional Certificates of any
Class may be issued unless each Rating Agency confirms in writing
that the issuance of the new Certificates will not result in a
reduction or withdrawal of its rating of any class of
certificates or, to the extent agreed in any Certificate Purchase
Agreement (as defined in any Issuance Supplement), of any
commercial paper notes issued by any purchaser of the Class A
Certificates and the Class B Certificates that it has rated.
SECTION 10. Series 1999-1 Termination. The right of the
Series 1999-1 Certificateholders to receive payments from the
Trust will terminate on the first Business Day following the
Series 1999-1 Termination Date unless such Series is an Affected
Series as specified in Section 12.1(c) of the Agreement and the
sale contemplated therein has not occurred by such date, in which
event the Series 1999-1 Certificateholders shall remain entitled
to receive proceeds of such sale when such sale occurs.
SECTION 11. Periodic Finance Charges and Other Fees. The
Transferor hereby agrees that, except as otherwise required by
any Requirement of Law, or as is deemed by the Transferor to be
necessary in order for the Transferor to maintain its credit card
business, based upon a good faith assessment by the Transferor,
in its sole discretion, of the nature of the competition in the
credit card business, it shall not at any time reduce the
Periodic Finance Charges assessed on any Receivable or other fees
on any Account if, as a result of such reduction, the
Transferor's reasonable expectation of the Portfolio Yield as of
such date would be less than the Base Rate.
SECTION 12. Legends; Transfer and Exchange; Restrictions on
Transfer of Series 1999-1 Certificates; Tax Treatment.
(a) Each Class A Certificate and Class B Certificate shall
bear a legend substantially in the following form:
THIS CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED
IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT").
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OF ANY
STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED UNLESS REGISTERED PURSUANT TO OR EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT AND ANY OTHER
APPLICABLE SECURITIES LAW. THIS CERTIFICATE IS NOT INSURED
BY R. V. I. GUARANTY CO., LTD.
EACH PURCHASER AND HOLDER OF THIS CERTIFICATE REPRESENTS AND
WARRANTS FOR THE BENEFIT OF SRI RECEIVABLES PURCHASE CO.,
INC. AND SPECIALTY RETAILERS, INC., THAT SUCH PURCHASER OR
HOLDER EITHER (A) IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS
DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT IS SUBJECT
TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN OR OTHER
ARRANGEMENT (INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR
▇▇▇▇▇ PLAN) THAT IS SUBJECT TO SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR (III) A
"BENEFIT PLAN INVESTOR" (AS DEFINED IN UNITED STATES
DEPARTMENT OF LABOR ("DOL") REGULATION SECTION 2510.3-101)
OR (B) IS AN INSURANCE COMPANY ACTING ON BEHALF OF ITS
GENERAL ACCOUNT AND (I) ON THE DATE IT ACQUIRES THIS
CERTIFICATE, LESS THAN 25% OF THE ASSETS OF SUCH GENERAL
ACCOUNT (AS DETERMINED BY SUCH INSURANCE COMPANY) CONSTITUTE
"PLAN ASSETS" FOR PURPOSES OF TITLE I OF ERISA OR SECTION
4975 OF THE CODE, (II) IF AFTER THE INITIAL ACQUISITION OF
THIS CERTIFICATE, DURING ANY CALENDAR QUARTER 25% OR MORE OF
THE ASSETS OF SUCH GENERAL ACCOUNT (AS DETERMINED BY SUCH
INSURANCE COMPANY) CONSTITUTE "PLAN ASSETS" FOR PURPOSES OF
TITLE I OF ERISA OR SECTION 4975 OF THE CODE AND NO
EXEMPTION OR EXCEPTION FROM THE PROHIBITED TRANSACTION RULES
APPLIES TO THE CONTINUED HOLDING OF THIS CERTIFICATE UNDER
SECTION 401(c) OF ERISA AND FINAL REGULATIONS THEREUNDER OR
AN EXEMPTION OR REGULATION ISSUED BY THE DOL UNDER ERISA,
THEN SUCH INSURANCE COMPANY WILL DISPOSE OF ALL OF THE
CERTIFICATES THEN HELD IN ITS GENERAL ACCOUNT BY THE END OF
THE NEXT FOLLOWING CALENDAR QUARTER, AND (III) ON THE DATE
IT ACQUIRES THIS CERTIFICATE AND THROUGHOUT THE PERIOD THAT
IT HOLDS THEM IT MEETS ALL THE REQUIREMENTS OF AND IS
ELIGIBLE FOR EXEMPTIVE RELIEF UNDER PTCE 95-60.
(b) Each confirmation of issuance or sale of a Class C
Certificate and Class D Certificate shall bear a legend
substantially in the following form:
EACH PURCHASER AND HOLDER OF THIS CERTIFICATE REPRESENTS AND
WARRANTS FOR THE BENEFIT OF SRI RECEIVABLES PURCHASE CO.,
INC. AND SPECIALTY RETAILERS, INC., [ADD THE FOLLOWING TO
THE CLASS D CERTIFICATE ONLY [R. V. I. GUARANTY CO., LTD.]]
THAT SUCH PURCHASER OR HOLDER EITHER (A) IS NOT (I) AN
EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA")) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF
ERISA, (II) A PLAN OR OTHER ARRANGEMENT (INCLUDING AN
INDIVIDUAL RETIREMENT ACCOUNT OR ▇▇▇▇▇ PLAN) THAT IS SUBJECT
TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), OR (III) A "BENEFIT PLAN INVESTOR" (AS
DEFINED IN UNITED STATES DEPARTMENT OF LABOR ("DOL")
REGULATION SECTION 2510.3-101) OR (B) IS AN INSURANCE
COMPANY ACTING ON BEHALF OF ITS GENERAL ACCOUNT AND (I) ON
THE DATE IT ACQUIRES THIS CERTIFICATE, LESS THAN 25% OF THE
ASSETS OF SUCH GENERAL ACCOUNT (AS DETERMINED BY SUCH
INSURANCE COMPANY) CONSTITUTE "PLAN ASSETS" FOR PURPOSES OF
TITLE I OF ERISA OR SECTION 4975 OF THE CODE, (II) IF AFTER
THE INITIAL ACQUISITION OF THIS CERTIFICATE, DURING ANY
CALENDAR QUARTER 25% OR MORE OF THE ASSETS OF SUCH GENERAL
ACCOUNT (AS DETERMINED BY SUCH INSURANCE COMPANY) CONSTITUTE
"PLAN ASSETS" FOR PURPOSES OF TITLE I OF ERISA OR SECTION
4975 OF THE CODE AND NO EXEMPTION OR EXCEPTION FROM THE
PROHIBITED TRANSACTION RULES APPLIES TO THE CONTINUED
HOLDING OF THIS CERTIFICATE UNDER SECTION 401(c) OF ERISA
AND FINAL REGULATIONS THEREUNDER OR AN EXEMPTION OR
REGULATION ISSUED BY THE DOL UNDER ERISA, THEN SUCH
INSURANCE COMPANY WILL DISPOSE OF ALL OF THE CLASS C
CERTIFICATES AND CLASS D CERTIFICATES THEN HELD IN ITS
GENERAL ACCOUNT BY THE END OF THE NEXT FOLLOWING CALENDAR
QUARTER, AND (III) ON THE DATE IT ACQUIRES THIS CERTIFICATE
AND THROUGHOUT THE PERIOD THAT IT HOLDS THEM IT MEETS ALL
THE REQUIREMENTS OF AND IS ELIGIBLE FOR EXEMPTIVE RELIEF
UNDER PTCE 95-60. [ADD THE FOLLOWING TO THE CLASS C
CERTIFICATE ONLY [THIS CERTIFICATE IS NOT INSURED BY R. V.
I. GUARANTY CO., LTD.] ]
THIS CERTIFICATE MAY NOT BE ACQUIRED, SOLD, TRADED OR
TRANSFERRED, NOR MAY AN INTEREST IN THIS CERTIFICATE BE
MARKETED, ON OR THROUGH (I) AN "ESTABLISHED SECURITIES
MARKET" WITHIN THE MEANING OF SECTION 7704(b)(1) OF THE CODE
AND ANY PROPOSED, TEMPORARY OR FINAL TREASURY REGULATION
THEREUNDER, INCLUDING, WITHOUT LIMITATION, AN OVER-THE-
COUNTER-MARKET OR AN INTERDEALER QUOTATION SYSTEM THAT
REGULARLY DISSEMINATES FIRM BUY OR SELL QUOTATIONS OR (II) A
"SECONDARY MARKET (OR THE SUBSTANTIAL EQUIVALENT THEREOF)"
WITHIN THE MEANING OF SECTION 7704(b)(2) OF THE CODE AND ANY
TREASURY REGULATION THEREUNDER, INCLUDING A MARKET WHEREIN
INTERESTS IN THIS CERTIFICATE, ARE REGULARLY QUOTED BY ANY
PERSON MAKING A MARKET IN SUCH INTERESTS AND A MARKET
WHEREIN ANY PERSON REGULARLY MAKES AVAILABLE BID OR OFFER
QUOTES WITH RESPECT TO INTERESTS IN THIS CERTIFICATE, AS
APPLICABLE AND STANDS READY TO EFFECT BUY OR SELL
TRANSACTIONS AT THE QUOTED PRICES FOR ITSELF OR ON BEHALF OF
OTHERS.
[ADD THE FOLLOWING TO THE CLASS D CERTIFICATES ONLY]
[NEITHER THIS CERTIFICATE NOR THE POLICY HAS BEEN OR WILL]
[ADD THE FOLLOWING TO THE CLASS C CERTIFICATES ONLY] [THIS
CERTIFICATE HAS BEEN AND WILL NOT] BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY STATE SECURITIES LAW. THE HOLDER OF THIS CERTIFICATE,
BY PURCHASING THIS CERTIFICATE, AGREES THAT SUCH CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
APPLICABLE LAWS AND ONLY TO THE TRANSFEROR OR PURSUANT TO
RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE
HOLDER OF SUCH CERTIFICATE REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
144A ("QIB") PURCHASING FOR ITS OWN ACCOUNT, IN ACCORDANCE
WITH RULE 144A, WHOM THE HOLDER OF SUCH CERTIFICATE HAS
INFORMED THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A AND AFTER DELIVERY OF
THE DOCUMENTATION REQUIRED BY THE AGREEMENT AND THE SERIES
1999-1 SUPPLEMENT. EACH OWNER OF THIS CERTIFICATE BY
ACCEPTING A DIRECT OWNERSHIP INTEREST IN OR A BENEFICIAL
INTEREST IN A SUCH CERTIFICATE IS DEEMED TO REPRESENT THAT
IT IS A QIB PURCHASING FOR ITS OWN ACCOUNT. THIS CERTIFICATE
WILL NOT BE ACCEPTED FOR REGISTRATION OF TRANSFER EXCEPT
UPON PRESENTATION OF EVIDENCE SATISFACTORY TO THE TRANSFER
AGENT AND REGISTRAR THAT THE RESTRICTIONS ON TRANSFER SET
FORTH IN THE AGREEMENT AND THE SERIES 1999-1 SUPPLEMENT HAVE
BEEN COMPLIED WITH. THIS CERTIFICATE MAY NOT BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT THE PRIOR
WRITTEN CONSENT OF THE TRANSFEROR AND UNLESS AND UNTIL THE
TRUSTEE AND THE TRANSFEROR SHALL HAVE RECEIVED THE
CERTIFICATIONS REQUIRED BY THE AGREEMENT AND THE SERIES
1999-1 SUPPLEMENT.
THIS CERTIFICATE IS ALSO SUBJECT TO RESTRICTIONS ON THE
PURCHASE, OWNERSHIP AND DISPOSITION OF SUCH SECURITIES OR
ANY INTEREST THEREIN, INCLUDING THE CONSENT OF THE
TRANSFEROR AND THE DELIVERY OF AN INVESTOR REPRESENTATION
LETTER. SUCH RESTRICTIONS ARE SET FORTH IN THE AGREEMENT AND
THE SERIES 1999-1 SUPPLEMENT, COPIES OF WHICH ARE AVAILABLE
FROM THE TRUSTEE.
(c) In no event shall the Class E Certificates or any
interest therein be transferred, sold, exchanged, pledged,
participated or otherwise assigned in whole or in part, unless:
(i) the Trustee and the Insurer shall have been delivered an
Opinion of Counsel to the effect that (A) any securities or
interests issued in conjunction with such sale, exchange, pledge,
participation and assignment and sold to third parties will be
characterized as either indebtedness or partnership interests
(other than interests in a publicly traded partnership) for
Federal and applicable state income tax purposes, (B) such sale,
exchange, pledge, participation and assignment or such issuance
will not adversely affect the Federal and applicable state income
tax characterization of any outstanding Series of Investor
Certificates (other than the Class E Certificates, as to the
characterization of which Counsel shall express no opinion), and
(C) such sale, exchange, pledge, participation and assignment or
such issuance will not result in the Trust being subject to tax
at the entity level for Federal or applicable state income tax
purposes; (ii) the holders of any securities or interests issued
in conjunction with such sale, exchange, pledge, participation
and assignment (or any trustee or collateral agent on their
behalf) covenant and agree that, prior to the date which is one
year and one day after the payment in full of all outstanding
investor certificates issued by the Trust, none of them will
institute against, or join any other Person in instituting
against, the Transferor any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings or other
similar proceeding under the laws of the United States or any
state of the United States, and the Trustee shall have received
an Officer's Certificate to that effect; (iii) if the Person to
whom the Class E Certificates or any interest therein is
transferred, sold, exchanged, pledged, participated or otherwise
assigned in whole or in part is SRI or any of its Affiliates and
the Enhancement Date has occurred, the Insurer shall have
received true sale and no-substantive consolidation opinions as
to the same transfers and entities as are covered by the opinion
of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ on such matters delivered on the Series
1999-1 Closing Date, issued by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ or other
nationally recognized counsel to the Transferor; and (iv) if the
Person to whom the Class E Certificates or any interest therein
is transferred, sold, exchanged, pledged, participated or
otherwise assigned in whole or in part is not SRI or any of its
Affiliates and the Enhancement Date has occurred, the Insurer
shall have consented to such transfer, sale, exchange, pledge,
participation or assignment (such consent not to be unreasonably
withheld or delayed), provided that no consent from the Insurer
shall be required in connection with any pledge of the cash flows
from the Class E Certificates that complies with the other
requirements above. The Servicer shall give the Rating Agencies
prompt written notice of the transfer, sale, exchange, pledge,
participation or other assignment of the Class E Certificates or
any interest therein.
(d) Notwithstanding anything to the contrary herein, the
Servicer shall be entitled to withhold any amount that it
determines in its sole discretion is required to be withheld
pursuant to Section 1446 of the Internal Revenue Code and the
Paying Agent or the Trustee shall be entitled to withhold any
amount that it is directed in writing by the Servicer to withhold
pursuant to Section 1446 of the Internal Revenue Code and any
such amount withheld shall be deemed to have been paid for all
purposes of this Series Supplement with respect to the Class C
Certificates and the Class D Certificates.
(e) Each initial purchaser of the Class C Certificates or
the Class D Certificates or any interest therein and any assignee
thereof pursuant to Exhibit E shall certify, represent and
warrant to Transferor, the Servicer, the Trustee and the Insurer
that it is either (A)(i) a citizen or resident of the United
States, (ii) a corporation, partnership or other entity created
or organized in or under the laws of the United States or any
political subdivision thereof which, if such entity is a tax-
exempt entity, recognizes that payments with respect to such
Certificates may constitute unrelated business taxable income or
(iii) an entity not described in (ii) whose ownership of such
Certificates is effectively connected with such purchaser's or
such assignee's conduct of a trade or business within the United
States (within the meaning of the Internal Revenue Code) or
(B)(i) an estate, the income of which is includible in gross
income for United States Federal income tax purposes, regardless
of its source, or (ii) a trust if a U.S. court is able to
exercise primary supervision over the administration of the trust
and one or more U.S. persons have the authority to control all
substantial decisions of the trust or if the trust has made an
election to be treated as a U.S. person. Each Class C
Certificateholder and Class D Certificateholder agrees that upon
its purchase or the transfer to it of a Class C Certificate or a
Class D Certificate, as applicable and prior to the date on which
the first interest payment on the such Certificate is due to such
holder, it will provide to the Servicer and the Trustee (i) if
such Certificateholder is created or organized in or under the
laws of a jurisdiction outside the United States, two duly
completed copies of United States Internal Revenue Service Form
4224 or new Form W-8ECI or any successor applicable or required
forms, (ii) a duly completed copy of United States Internal
Revenue Service Form W-9 or any successor applicable or required
forms, and (iii) such other forms and information as may be
required to confirm the availability of any applicable exemption
from United States Federal, state or local withholding taxes.
Each Class C Certificateholder and Class D Certificateholder
agrees to provide to the Servicer and the Trustee like additional
subsequent duly completed forms satisfactory in the determination
of the Servicer on or before the date that any such form expires
or becomes obsolete, or upon the occurrence of any event
requiring an amendment, resubmission or change in the most recent
form previously delivered by it, and to provide such extensions
or renewals as may be reasonably requested by the Servicer or the
Trustee. Each Class C Certificateholder and Class D Certificate
holder shall, in the Investment Letter set forth in Exhibit F,
certify, represent and warrant that as of the Closing Date, or in
the case of a Class C Certificateholder and Class D Certificate
holder that is an assignee, as of the date of the related Class C
Certificate Assignment or Class D Certificate Assignment, as
applicable, that (a) its ownership of a Class C Certificate or
Class D Certificate, as applicable, will not result in any
withholding obligation with respect to any payments with respect
to such Certificate with respect to any Person and (b) unless
otherwise consented to by the Transferor, if such Class C
Certificateholder and Class D Certificateholder is incorporated
or organized under the laws of a jurisdiction outside of the
United States, it has (x) a rating of "BBB" or better from Fitch
IBCA, Inc. or "Baa2" or better from ▇▇▇▇▇'▇ Investors Service,
Inc. and (y) balance sheet assets at least $100 million of which
are effectively connected with its conduct of a trade or business
in the United States within the meaning of the Internal Revenue
Code.
(f) Each Class C Certificateholder and Class D
Certificateholder agrees with the Transferor and the Trustee
that: (i) such Certificateholder will deliver to the Transferor
and the Trustee and, only with respect to the Class D
Certificates, to the Insurer on or before the Closing Date, and
on or before the effective date of any Class C Certificate
Assignment or Class D Certificate Assignment, as applicable, a
letter in the form annexed hereto as Exhibit F (an "Investment
Letter"), executed by the such Certificateholder, or such
assignee Class C Certificateholder and Class D Certificateholder,
in the case of a Class C Certificate Assignment or Class D
Certificate Assignment, as applicable, with respect to the
purchase by such Certificateholder of an interest relating to the
Class C Certificate or Class D Certificate, as applicable, and
(ii) all of the statements made by such Certificateholder in its
Investment Letter shall be true and correct as of the date made.
(g) Each Class C Certificateholder and Class D
Certificateholder pursuant to its Investment Letter shall
severally represent, warrant and covenant that: (i) such
Certificateholder has not acquired and shall not sell, trade or
transfer any interest in the Class C Certificates or Class D
Certificates, as applicable, nor cause any interest in the
Class C Certificates or Class D Certificates, as applicable, to
be marketed, on or through either (A) an "established securities
market" within the meaning of Section 7704(b)(1) of the Internal
Revenue Code and any Treasury regulation thereunder, including,
without limitation, an over-the-counter-market or an interdealer
quotation system that regularly disseminates firm buy or sell
quotations or (B) a "secondary market" (or the substantial
equivalent thereof)" within the meaning of Section 7704(b)(2) of
the Internal Revenue Code and any Treasury regulation thereunder,
including a market wherein interests in the Class C Certificates
or Class D Certificates, as applicable, are regularly quoted by
any person making a market in such interests and a market wherein
any Person regularly makes available bid or offer quotes with
respect to interests in the Class C Certificates or Class D
Certificates, as applicable, and stands ready to effect buy or
sell transactions at the quoted price for itself or on behalf of
others, and (ii) unless the Transferor consents otherwise, such
Certificateholder is not, and shall not become, a partnership, an
"S" corporation" or a grantor trust, in each case as described in
the Internal Revenue Code. In the event of any breach of the
representation, warranty and covenant of any such
Certificateholder that such Certificateholder shall remain
classified as other than a partnership, an S corporation or a
grantor trust, such Certificateholder shall notify the Transferor
promptly upon such Certificateholder's becoming aware of such
breach, and thereupon such Certificateholder hereby agrees to use
reasonable efforts to produce a replacement investor which is
acceptable to the Transferor to replace such affected
Certificateholder. In any such event, the Transferor shall also
have the right to procure a replacement investor. Each affected
Class C Certificateholder and Class D Certificateholder hereby
agrees to take all actions necessary to permit a replacement
investor to succeed to its rights and obligations hereunder. Each
Class C Certificateholder and Class D Certificateholder shall
acknowledge in the Investment Letter that the portion of the Tax
Opinion to the effect that the Trust will not be treated as a
publicly traded partnership taxable as a corporation is dependent
in part on the accuracy of the certifications described above.
(h) No Class C Certificateholder or Class D
Certificateholder may sell, convey, assign, hypothecate, pledge,
participate or otherwise transfer its Class C Certificates or
Class D Certificates or any interest in the Class C Certificates
or Class D Certificates (each, a "Class C Certificate Assignment"
or "Class D Certificate Assignment," as applicable), to any
Person, unless (i) the Transferor shall have granted its prior
written consent (which consent shall not be unreasonably
withheld, it being understood, however, that the Transferor may
disapprove such Class C Certificate Assignment or Class D
Certificate Assignment to an assignee that is a competitor in the
credit card business and that, in addition, such consent need not
be granted if, among other things, the Transferor determines in
its sole and absolute discretion that such assignment would
create or increase a risk that the Trust would be classified for
Federal or any applicable state tax purposes as an association or
publicly traded partnership taxable as a corporation); provided;
however, that any attempted Class C Certificate Assignment or
Class D Certificate Assignment shall be void unless (i) such
proposed assignee Certificateholder shall comply with this
Section 12(i) and shall have delivered to the Trustee and the
Transferor, prior to the effectiveness of such assignment, a copy
of the Investment Letter under which such assignee
Certificateholder has made the representations, warranties and
covenants required to be made pursuant to Section 12, (ii) such
proposed assignee shall provide the forms described in
clauses (i), (ii) and (iii) of subsection 12(f) in the manner
described therein, (iii) the number of Private Holders would not
exceed, as of the date of the proposed Class C Certificate
Assignment or Class D Certificate Assignment, eighty (80), and
(iv) the number of Private Holders owning interests in the
Class C Certificates or Class D Certificates would not exceed, as
of the date of the proposed Class C Certificate Assignment and
Class D Certificate Assignment, six (6) or such greater number as
may be consented to by the Transferor in its sole and absolute
discretion; provided further, that the Transferor agrees to hold
the Trustee harmless against any damage attributable to a Class C
Certificate Assignment or Class D Certificate Assignment which is
voided by reason of clause (iii) or (iv) of the preceding
provisions. In connection with any Class C Certificate Assignment
or Class D Certificate Assignment, the assignor Certificateholder
shall submit a request in writing to the Trustee (who shall
promptly deliver it to the Transferor) for the written consent of
the Transferor, and the Transferor shall respond to any such
request within ten (10) Business Days after its receipt, it being
understood that the obtaining of such consent is a condition to
the effectiveness of such Class C Certificate Assignment or
Class D Certificate Assignment. Each assignee Certificateholder
is subject to the terms and conditions of subsection 12(f) on an
ongoing basis and shall make the certifications, representations
and warranties contained therein, and the assigning
Certificateholder shall certify, represent and warrant that its
assignee's certifications, representations and warranties
thereunder are true. It shall be a condition to the completion of
any Class D Certificate Assignment that the Insurer shall be
entitled to the benefits of all representations and warranties
made, and any indemnities provided, in connection with such
assignment.
(i) None of the Class C Certificates, the Class D
Certificates or any interest therein may be offered or sold
except to a Person whom the transferor of the Class C
Certificates or Class D Certificates, as applicable, reasonably
believes is a Qualified Institutional Buyer purchasing for its
own account in accordance with Rule 144A under the Securities
Act. Prospective investors in the Class C Certificates and the
Class D Certificates are hereby notified that transferors of the
Class C Certificates and the Class D Certificates are relying on
the exemption from the provisions of the Securities Act provided
by Rule 144A. Each of the Class C Certificateholder and the
Class D Certificateholder and each beneficial owner of Class C
Certificates and Class D Certificates, by its acceptance thereof
or of such beneficial interest, will be deemed to have
represented and agreed as follows: (i) such Holder or owner
understands that the Class C Certificates and the Class D
Certificates and, only with respect to the Class D Certificates,
the Policy have not been and will not be registered under the
Securities Act or any state or other applicable securities law
and may not be offered, sold or otherwise transferred unless
registered pursuant to, or exempt from registration under, the
Securities Act and any other applicable securities laws,
(ii) such Holder or owner will not offer, sell, pledge or
otherwise transfer such Class C Certificates or such Class D
Certificates or any interest therein at any time except to the
Transferor or to a Person whom such transferor of the Class C
Certificates or the Class D Certificates reasonably believes is a
Qualified Institutional Buyer purchasing for its own account in
accordance with Rule 144A to whom notice is given that the
reoffer, resale, pledge or other transfer is being made in
reliance on Rule 144A and after delivery of the documentation
required by the Agreement and this Series Supplement, (iii) such
Holder or owner is a Qualified Institutional Buyer purchasing for
its own account in accordance with Rule 144A under the Securities
Act and has received notice that the reoffer, resale, pledge or
other transfer is being made in reliance on Rule 144A, and
(iv) such Holder or owner acknowledges that confirmations of the
issuance and transfer of the Class C Certificates or the Class D
Certificates will bear a legend as provided in Section 12(b)
hereof.
(j) No Class C Certificates, Class D Certificates or other
interest therein may be transferred (including in the initial
offering) unless the transferee shall have executed and delivered
an Investment Letter and the Transferor shall have granted its
prior written consent thereto.
SECTION 13. Additional Series 1999-1 Provisions. (a) Any
Issuance Supplement may include provisions granting consent,
notice or other rights to the holders of the Class A Certificates
or Class B Certificates issued thereunder or to an agent of such
holders or imposing additional requirements upon the Transferor
or the Servicer.
(b) Section 10.1 of the Agreement shall read in its
entirety as provided in the Agreement, and, in addition, the
following clause (e) shall be added after clause (d) of such
Section and shall be applicable only to the Series 1999-1
Certificates:
"(e) the Servicer shall fail to promptly pay the
reasonable fees and expenses of the Trustee in
connection with the identification and appointment of a
back-up servicer or to pay the reasonable fees and
expenses of the back-up servicer in accordance with
Section 3.4(e).".
(c) Section 3.4 of the Agreement shall read in its entirety
as provided in the Agreement, and, in addition, the following
clauses (d) and (e) shall be added after clause (c) of such
Section and shall be applicable only to the Series 1999-1
Certificates:
"(d) Back-up Data.
(i) The Servicer shall provide to the Trustee not
later than the fifth Business Day of each calendar month
computer readable copies of back-up data regarding the
Receivables sufficient to enable the recipient of such back-
up data to service the Receivables. The Trustee shall take
all actions necessary to confirm that the back-up data is
computer readable, and shall promptly provide a letter of
receipt to the Servicer and the Insurer substantially in the
form of Exhibit G confirming that such back-up data is
computer readable. The Trustee shall retain such back-up
data for a period of not less than three months, and may
thereafter return the back-up data to the Servicer.
(ii) After the appointment of a back-up
servicer by the Trustee, the Servicer shall provide to such
back-up servicer not later than the 5th Business Day of each
calendar month copies of back-up data regarding the
Receivables sufficient to enable the recipient of such back-
up data to service the Receivables. Upon its receipt of the
back-up data from the Servicer, the back-up servicer will be
required to promptly perform specified computations with
respect to the data and to verify the results of such
computations with the Servicer. Any discrepancy in the
results must be promptly reported by the Servicer to the
Insurer.
(e) The Insurer may direct the Trustee in writing to
appoint a back-up servicer upon the occurrence of any of the
following events: (A) the Rapid Amortization Period
commences; (B) as of any Determination Date, the Quarterly
Excess Spread Percentage for the related Distribution Date
is less than 1%; or (C) the long-term senior debt rating of
Stage Stores Inc. falls below B3 by ▇▇▇▇▇'▇ or B- by
Standard & Poor's or is withdrawn by either ▇▇▇▇▇'▇ or
Standard & Poor's.".
(d) Upon the occurrence of a Servicer Default, and so long
as such Servicer Default has not been remedied, the Insurer may
terminate all of the rights of and obligations of the Servicer as
servicer under the Agreement by written notice to the Servicer
and to the Trustee and require that a Successor Servicer be
appointed (which will be back-up servicer referred to above if
one has been appointed).
(e) Without the consent of the Insurer (which consent shall
not be unreasonably withheld or delayed and shall not be
conditioned upon the payment of any consent fee, however
denominated) and, in the case of clause (i) below, notice to each
Rating Agency, the Transferor, the Servicer or the Trustee, as
applicable, shall not (i) reduce the numerators used to determine
the Class A Fixed Allocation Percentage, the Class B Fixed
Allocation Percentage, the Class C Fixed Allocation Percentage,
the Class D Fixed Allocation Percentage, the Class E Fixed
Allocation Percentage or the Fixed Allocation Percentage in
connection with any paired Series, (ii) establish a Class E
Certificate Rate that is greater than zero or amend the
definition of "Carryover Class E Interest," (iii) invest in any
Cash Equivalent pursuant to clause (d) of the definition of "Cash
Equivalents" in the Agreement, (iv) reduce the Required Reserve
Account Amount, (v) increase the percentage of Principal
Receivables referred to in the proviso to clause (c) of the
definition of "Eligible Receivable" in the Agreement, (vi) remove
the Trustee pursuant to clause (b), (c) or (d) of Section 11.7 of
the Agreement or (vii) increase the amount of Senior Facilities
Costs or Mezzanine Facilities Costs that may be paid for any
Interest Accrual Period.
(f) When the taking of any action contemplated by the
Agreement or this Series Supplement is conditioned upon a
determination from the Rating Agency then rating any Class of
Certificates that such action will not cause such Rating Agency
to downgrade or withdraw its rating of such Class of
Certificates, with respect to the Class D Certificates such
determination shall be made without regard to the Policy by those
Rating Agencies that have issued a rating of the Class D
Certificates without regard to the Policy.
(g) A copy of each notice required to be sent to the Rating
Agency or required to be delivered pursuant to Section 2.5(l) or
2.7(b)(iv) of the Agreement, and a copy of each letter obtained
from any Rating Agency pursuant to Section 2.8(a)(ii) of the
Agreement, shall also be sent or delivered to the Insurer.
(h) The Insurer shall have the right to (A) access any
records of the Servicer to which the Trustee is given access and
(B) receive the Daily Report, in each case on the same terms as
the Trustee.
(i) The Insurer shall have the right to vote in the stead
of the Class D Certificateholders on all matters set forth in the
Agreement or this Series Supplement for which the Class D
Certificateholders are entitled to vote.
(j) Any Trust Account maintained for the benefit of the
Certificateholders shall also be maintained for the benefit of
the Insurer, as its interests may appear.
(k) Notwithstanding anything herein or in the Agreement to
the contrary, the Holders of Series 1999-1 Certificates
evidencing Undivided Interests aggregating more than 66 2/3% of
the Invested Amount (and not any lesser percentage) or the
Insurer may (i) direct the Transferor to accept reassignment of
Receivables as set forth in Section 2.6(e) of the Agreement and
(ii) terminate all the rights of the Servicer as set forth in
Section 10.1 of the Agreement.
(l) For the purposes of this Series only, Section 12.1(c)
of the Agreement shall read in its entirety as follows:
"(c) All principal or interest with respect to the
Series 1999-1 Certificates shall be due and payable no later
than the Series Termination Date with respect to such
Series. In the event that the Invested Amount of such
Series of Certificates is greater than zero on its Series
Termination Date (the "Affected Series") or there are any
unpaid Reimbursement Amounts, after giving effect to all
transfers, withdrawals, deposits and drawings to occur on
such date and the payment of principal to be made on such
Series on such date, the Servicer will sell or cause to be
sold, and the Trustee upon written direction by the Servicer
will pay the proceeds to all Certificateholders (other than
the Class E Certificateholders) of such Series in order of
their respective seniorities, then to the Insurer the amount
of any unpaid Reimbursement Amounts, and then to the Class E
Certificateholders an amount of Principal Receivables and
the related Finance Charge Receivables (or interests
therein) up to 110% of the Invested Amount of such Series at
the close of business on such date (but the amount of such
Principal Receivables not to be more than an amount of
Receivables equal to the sum of (1) the product of (A) the
Transferor Percentage, (B) the aggregate outstanding
Principal Receivables and (C) a fraction the numerator of
which is the Invested Amount of such Series on such date and
the denominator of which is the sum of the Invested Amounts
of all Series on such Date and (2) the Invested Amount of
such Series). Receivables on which the Obligor has not made
the full minimum payment for the prior months shall be
deemed to be in default for purposes of this Section 12.1(c)
to the extent that the cash allocated to any Class of
Transferor Retained Certificates of such Series pursuant to
a sale under Section 12.1(c) is less than the amount that
would have been allocated to the Exchangeable Transferor
Certificate and the Transferor Retained Certificates had the
proceeds from such sale been allocated pursuant to
Section 4.3. The Servicer shall notify the Insurer of the
proposed sale of such Receivables and shall provide the
Insurer an opportunity to bid on such Receivables. The
Transferor shall be permitted to purchase such Receivables
in such case and shall have a right of first refusal with
respect thereto to the extent of a bona fide offer by an
unrelated third party or to the extent the Receivables
represent Defaulted Receivables. Any proceeds of such sale
in excess of such principal and interest and unpaid
Reimbursement Amounts paid shall be paid to the Holder of
the Exchangeable Transferor Certificate. Upon such Series
Termination Date with respect to the applicable Series of
Certificates, final payment of all amounts allocable to any
Investor Certificates of such Series shall be made in the
manner provided in Section 12.3.".
(m) For purposes of this Series only, Section 2.5(c) of the
Agreement shall read in its entirety as follows:
"(c) Charge Account Agreements and Credit and
Collection Policies. The Transferor shall comply with and
perform its obligations and shall take all actions
reasonably within its control to cause the Account Owners to
comply with and perform their obligations under the Charge
Account Agreements relating to the Accounts and the Credit
and Collection Policy except insofar as any failure to
comply or perform would not materially and adversely affect
the rights of the Trust, the Certificateholders or the
Insurer hereunder or under the Certificates. The Transferor
may change, and permit the Account Owners to change, the
terms and provisions of the Charge Account Agreements or the
Credit and Collection Policy in any respect (including,
without limitation, the reduction of the required minimum
monthly payment, the calculation of the amount, or the
timing, of charge offs and the periodic finance charges and
other fees to be assessed thereon) only if such change
(individually or taken together with all prior changes to
the terms and provisions of the Charge Account Agreements or
the Credit and Collection Policy) (i) would not, in the
reasonable belief of the Transferor, cause, immediately or
with the passage of time, a Pay Out Event to occur and
(ii) (A) (if it owns a comparable segment of charge card
accounts) is made applicable to the comparable segment of
the revolving credit card accounts owned by the Transferor,
if any, which have characteristics the same as, or
substantially similar to, the Accounts that are the subject
of such change and (B) (if it does not own such a comparable
segment) will not be made with the intent to materially
benefit the Transferor over the Investor Certificateholders
or the Insurer or to materially adversely affect the
Investor Certificateholders or the Insurer, except as
otherwise restricted by an endorsement, sponsorship, or
other agreement between the Transferor and an unrelated
third party or by the terms of the Charge Account
Agreements. If any such change (individually or taken
together with all prior changes to the terms and provisions
of the Charge Account Agreements or the Credit and
Collection Policy made after the later of the Enhancement
Date and the date of the last Officer's Certificate
delivered pursuant to the following requirement) affects
more than 10% of the Accounts, the Transferor shall not make
such change effective until the Transferor has delivered an
Officer's Certificate of the Transferor to the Trustee and
the Insurer to the effect of clauses (i) and (ii) above.".
(n) The Transferor and the Servicer shall not enter into
any amendment to the Agreement or this Supplement pursuant to
Section 13.1(a) of the Agreement unless the Servicer shall have
provided an Officer's Certificate to the Insurer to the effect
that such amendment will not materially and adversely affect the
interests of the Insurer or the Certificateholders (without
regard to the Policy).
(o) The Insurer shall have the right to notify the Servicer
and the Trustee of any event described in Section 10.1(b) or
10.1(c) of the Agreement, and such notice shall have the same
effect as a notice of such event given under the relevant Section
by Holders of Investor Certificates evidencing Undivided
Interests aggregating not less than 50% of the Invested Amount of
any Series materially adversely affected by such event.
(p) For purposes of Section 8.4 of the Agreement, the
Insurer shall be an "Indemnified Party," and the Servicer shall
indemnify the Insurer against the matters specified in such
Section 8.4 on the same terms as if the Insurer were named as an
"Indemnified Party" directly in such Section.
SECTION 14. Ratification of Agreement. As supplemented by
this Series Supplement, the Agreement is in all respects ratified
and confirmed and the Agreement as so supplemented by this Series
Supplement shall be read, taken, and construed as one and the
same instrument.
SECTION 15. Counterparts. This Series Supplement may be
executed in any number of counterparts, each of which so executed
shall be deemed to be an original, but all of such counterparts
shall together constitute but one and the same instrument.
SECTION 16. GOVERNING LAW. THIS SERIES SUPPLEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL
BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 17. The Trustee. The Trustee shall not be
responsible in any manner whatsoever for or in respect of the
sufficiency of this Series Supplement or for or in respect of the
Preliminary Statement contained herein, all of which recitals are
made solely by the Transferor.
SECTION 18. Instructions in Writing. All instructions or
other communications given by the Servicer or any other person to
the Trustee pursuant to this Series Supplement shall be in
writing, and, with respect to the Servicer, may be included in a
Daily Report or Settlement Statement.
SECTION 19. Provision of Information to Certificateholders.
For so long as the Series 1999-1 Certificates are outstanding,
the Servicer shall provide or cause to be provided to any Series
1999-1 Certificateholder and any prospective purchaser of Series
1999-1 Certificates designated by such Series 1999-1
Certificateholder, upon the request of such Series 1999-1
Certificateholder or prospective purchaser, the information
required to be provided to such Series 1999-1 Certificateholder
or prospective purchaser pursuant to Rule 144A(d)(4) promulgated
under the Securities Act.
SECTION 20. Limitation of Liability. It is expressly
understood and agreed by the parties hereto that (a) this Series
Supplement is executed and delivered by Bankers Trust (Delaware),
not individually or personally but solely as Trustee under this
Series Supplement, in the exercise of the powers and authority
conferred and vested in it under the Trust Agreement, (b) each of
the representations, undertakings and agreements herein made on
the part of the Trustee is made and intended not as personal
representations, undertakings and agreements by Bankers Trust
(Delaware) but is made and intended for the purpose for binding
only the Trustee and (c) under no circumstances shall Bankers
Trust (Delaware) be personally liable for the payment of any
indebtedness or expenses of the Trustee or be liable for the
breach or failure of any obligation, representation, warranty or
covenant made or undertaken by the Trustee under this Series
Supplement or the other related documents.
SECTION 21. Insurer as Third Party Beneficiary. The
Insurer and its successors and assigns shall be third party
beneficiaries to the provisions of this Series Supplement and the
Agreement, and shall be entitled to rely upon and directly to
enforce such provisions of this Series Supplement and the
Agreement.
SECTION 22. Certain Matters Relating to the Policy and the
Insurer. Pursuant to the Enhancement Supplement, the Servicer and
the Transferor have made representations and warranties to the
Insurer as set forth therein. All of the Investor
Certificateholders as of the Enhancement Date have consented to
the terms of the Enhancement Supplement. After the Enhancement
Date:
(a) Prior to 12:00 noon, Bermuda time, on the third
Business Day preceding each Distribution Date, the Servicer shall
determine whether there will be a Deficiency Amount on the
following Distribution Date. If the Servicer determines that
there will be a Deficiency Amount on the following Distribution
Date, the Servicer shall complete the notice in the form set
forth as an exhibit to the related Policy (the "Notice") and
submit such Notice in accordance with the Policy to the Insurer
no later than 3:00 p.m., Bermuda time, on such Business Day, as a
claim for an Insured Payment in an amount equal to such
Deficiency Amount. The Insurer shall remit or cause to be
remitted to the Trustee such Deficiency Amount in accordance with
the terms of the Policy. Any payment made by the Insurer under
the Policy shall be applied solely to the payment of the Class D
Certificates, and for no other purpose.
(b) The Trustee shall (i) receive as attorney-in-fact of
the applicable owners an Insured Payment from the Insurer and
(ii) deposit the same in the Distribution Account for
distribution to the Class D Certificateholders as provided in
Sections 4.12 and 4.13 hereof. All such amounts in the
Distribution Account shall remain uninvested. Any and all
Insured Payments disbursed by the Trustee from claims made under
the Policy shall not be considered payment by the Trust with
respect to the Class D Certificates nor shall such payments
discharge the obligation of the Trust with respect to the Class D
Certificates and the Insurer shall become the owner of such
unpaid amounts due from the Trust in respect of Insured Payments
as the deemed assignee of the Class D Certificates, as
hereinafter provided. The Trustee, on behalf of each Class D
Certificateholder, hereby agrees for the benefit of the Insurer
that it recognizes that to the extent the Insurer pays Insured
Payments, either directly or indirectly (as by paying through the
Trustee), to the Class D Certificateholders, the Insurer (A) will
be subrogated to the rights of the Class D Certificateholders
with respect to such Insured Payment and (B) shall receive
available funds in accordance with Sections 4.12 and 4.13 hereof
until all such Insured Payments by the Insurer are repaid in
full. To evidence such subrogation, the Transfer Agent and
Registrar shall note the Insurer's rights as subrogee on the
registration books maintained by the Transfer Agent and Registrar
upon receipt from the Insurer of proof of payment of any Insured
Payment.
If on any Distribution Date, the Trustee or the Servicer
determines that the Insurer has paid more under the Policy than
is required by the terms hereof, the Trustee shall promptly
return such excess to the Insurer.
The Trustee shall keep a complete and accurate record of the
amount of the Insured Payments paid into the Distribution
Account. The Insurer shall have the right to inspect such record
during normal business hours upon prior notice to the Trustee.
(d) Upon written direction from the Servicer, the Trustee
shall transfer funds deposited into the Interest Funding Account
for the purpose of paying Insurance Premiums and any
Reimbursement Amounts during any Monthly Period to the Insurer by
wire transfer of immediately available funds at such account as
the Insurer shall from time to time designate in accordance with
the Insurance Agreement.
[Signatures Follow]
IN WITNESS WHEREOF, the Transferor, the Servicer and the
Trustee have caused this Series 1999-1 Supplement to be duly
executed by their respective officers as of the day and year
first above written.
SRI Receivables Purchase Co., Inc.,
Transferor
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
Specialty Retailers, Inc., Servicer
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice Chairman/Chief Financial Officer
Bankers Trust (Delaware), not in its
individual capacity but solely as Trustee
By: /s/ ▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
Title: Attorney in Fact
Exhibit A
[FORM OF CLASS E INVESTOR CERTIFICATE]
THIS CERTIFICATE WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). THIS CERTIFICATE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE
SECURITIES LAW OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED
OR OTHERWISE TRANSFERRED UNLESS REGISTERED PURSUANT TO OR EXEMPT
FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY OTHER
APPLICABLE SECURITIES LAW AND THE ADDITIONAL CONDITIONS TO
TRANSFER SPECIFIED IN THE AGREEMENT REFERRED TO BELOW SHALL HAVE
BEEN SATISFIED.
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF
SRI RECEIVABLES PURCHASE CO., INC. THAT SUCH PURCHASER IS NOT (I)
AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA")) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA,
(II) A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED, OR (III) AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S
INVESTMENT IN THE ENTITY.
No. ___ $________
▇▇▇ RECEIVABLES MASTER TRUST
FLOATING RATE CLASS E CERTIFICATE, SERIES 1999-1
Evidencing an undivided interest in a trust, the corpus of
which consists of receivables generated from time to time in the
ordinary course of business from a portfolio of consumer
revolving credit card accounts generated or to be generated by
certain subsidiaries (collectively, the "SRI Subsidiaries") of
Specialty Retailers, Inc. ("SRI" or the "Servicer") and other
assets and interests constituting the Trust under the Agreement
described below.
(Not an interest in or a recourse obligation of SRI
Receivables Purchase Co., Inc., SRI or any affiliate of either of
them.)
This certifies that SRI Receivables Purchase Co., Inc. (the
"Certificateholder") is the registered owner of a fractional
undivided interest in the SRI Receivables Master Trust (the
"Trust") issued pursuant to the Second Amended and Restated
Pooling and Servicing Agreement, dated as of November 1, 1999
(the "Pooling and Servicing Agreement"; such term to include any
amendment or Supplement thereto) by and between SRI Receivables
Purchase Co., Inc., as Transferor (the "Transferor"), SRI as the
Servicer, and Bankers Trust (Delaware), as Trustee (the
"Trustee"), and the Series 1999-1 Supplement, dated as of
November 9, 1999 (the "Series 1999-1 Supplement"), among the
Transferor, SRI as Servicer and the Trustee. The Pooling and
Servicing Agreement, as supplemented by the Series 1999-1
Supplement, is herein referred to as the "Agreement." The corpus
of the Trust consists of all of the Transferor's right, title and
interest in, to and under the Trust Property (as defined in the
Agreement).
This Certificate does not purport to summarize the Agreement
and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations,
proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to
them in the Agreement. This Certificate is one of a Series of
Certificates entitled "SRI Receivables Master Trust Floating Rate
Class E Certificates, Series 1999-1" (the "Class E
Certificates"), each of which represents a fractional undivided
interest in the Trust, and is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which
Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the
Certificateholder is bound.
By acceptance of this Certificate or any interest herein,
each Class E Certificateholder agrees that it shall in no event
permit the Class E Certificates or any interest therein to be
transferred, sold, exchanged, pledged, participated or otherwise
assigned hereunder, in whole or in part, except under the
conditions specified in the Series 1999-1 Supplement.
No principal will be payable to the Class E
Certificateholders until the Class E Principal Payment
Commencement Date, which is the Distribution Date either on or
following the Distribution Date on which the Class D Invested
Amount had been paid in full. No principal will be payable to
the Class E Certificateholders until all principal payments have
first been made to the Class A Certificateholders and then on and
after the Class B Principal Payment Commencement Date, after all
principal payments have been made to the Class B
Certificateholders, then on and after the Class C Principal
Payment Commencement Date, after all principal payments have been
made to the Class D Certificateholders and then on and after the
Class D Principal Payment Commencement Date, after all payments
have been made to the Class D Certificateholders.
Interest will accrue on the unpaid principal amount of the
Class E Certificates at a per annum rate equal to 0.00% per annum
or such other rate designated by the Transferor with the approval
of each Rating Agency (the "Class E Certificate Rate").
Subject to the Agreement, payments of principal are limited
to the unpaid Class D Invested Amount of the Class E
Certificates, which may be less than the unpaid balance of the
Class E Certificates pursuant to the terms of the Agreement. All
principal of and interest on the Class E Certificates is due and
payable no later than the [__________] Distribution Date (or if
such day is not a Business Day, the next succeeding Business Day)
(the "Series Termination Date"). After the Series Termination
Date neither the Trust nor the Transferor will have any further
obligation to distribute principal or interest on the Class E
Certificates. In the event that the Class E Invested Amount is
greater than zero on the Series Termination Date, the Trustee
shall sell or cause to be sold, to the extent necessary, an
amount of interests in the Receivables or certain of the
Receivables up to 110% of the Class A Invested Amount, the
Class B Invested Amount, the Class C Invested Amount, the Class D
Invested Amount and the Class E Invested Amount at the close of
business on such date (but not more than the total amount of
Receivables allocable to the Investor Certificates), and shall
pay the proceeds to the Class A Certificateholders pro rata in
final payment of the Class A Certificates, then to the Class B
Certificateholders pro rata in final payment of the Class B
Certificates, then to the Class C Certificateholders pro rata in
final payment of the Class C Certificates, then to the Class D
Certificateholders pro rata in final payment of the Class D
Certificates and finally to the Class E Certificateholders pro
rata in final payment of the Class E Certificates.
It is expressly understood and agreed by the parties hereto
that (a) this Certificate is executed and delivered by Bankers
Trust (Delaware), not individually or personally but solely as
Trustee, (b) each of the representations, undertakings and
agreements herein made on the part of the Trustee is made and
intended not as personal representations, undertakings and
agreements by Bankers Trust (Delaware) but is made and intended
for the purpose for binding only the Trustee and (c) under no
circumstances shall Bankers Trust (Delaware) be personally liable
for the payment of any indebtedness or expenses of the Trustee or
be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the
Trustee under this Certificate.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature,
this Certificate shall not be entitled to any benefit under the
Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Transferor has caused this
Certificate to be duly executed under its official seal.
SRI Receivables Purchase Co., Inc.,
Transferor
By:
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Class E Certificates referred to in
the within-mentioned Pooling and Servicing Agreement.
Date: November 9, 1999 bankers Trust (Delaware), not in its
individual capacity but solely as Trustee
By:_____________________________________
Authorized Signatory
Exhibit B
[Form of ]Monthly Class D Certificateholders' Statement
SRI RECEIVABLES MASTER TRUST, SERIES 1999-1
Month Ending __________, ____
This document shall be a supplement to the Monthly
Certificateholders' Statement, the form of which is included as
Exhibit C to the Series 1999-1 Supplement, and shall include the
following supplemental information for the immediately preceding
Monthly Period and the related Distribution Date:
Class D Certificates
Class D Invested Amount $_________
Class D Investor Default Amount $_________
Class D Uncovered Dilution Amount $_________
Other Reductions of Class D Invested Amount$_________
Class D Floating Allocation Percentage ____%
Spread Account
Available Spread Account Amount $_________
Investment Earnings $_________
Required Spread Account Amount $_________
Spread Account Deficiency $_________
Spread Account Percentage ____%
Quarterly Excess Spread Percentage ____%
Excess Spread Percentage ____%
Withdrawals from Spread Account
To Class D Investors:
Interest Deficiency $_________
Reimbursement of Reduction of
Class D Investor Principal Balance $_________
Class D Investor Default Amount
or Class D Uncovered Dilution Amount $_________
To Spread Account Residual Interest Holders:
Excess of Spread Account Amount over
Required Spread Account Amount $_________
Investment Earnings $_________
Insured Payment $________
Unreimbursed Insured Payment $________
Exhibit C
Form of Monthly Certificateholders' Statement
[To Come]
Exhibit D
FORM OF CONFIRMATION
Bankers Trust Company
▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
[Purchaser]
[Address]
Tax ID:
TRANSACTION STATEMENT
This statement serves to confirm your account position maintained
on books of Bankers Trust Company as Transfer Agent and Registrar
for:
ISSUE: SRI Receivables Master Trust, Series 1999-1
ISSUE ID: [Class C][Class D] Certificates, Series 1999-1
▇▇▇▇▇▇ AS OF DATE PRINCIPAL AMOUNT
SRI RECEIVABLES MASTER TRUST
By: BANKERS TRUST COMPANY,
as Transfer Agent and Registrar
Name: Title:
SEE ATTACHED INFORMATION REGARDING CERTAIN PROVISIONS REGARDING
RESTRICTIONS ON TRANSFERS OF THE CLASS C CERTIFICATES AND THE
CLASS D CERTIFICATES.
THIS STATEMENT IS MERELY A RECORD OF THE RIGHTS OF THE ADDRESSEE
AS OF THE TIME OF ITS ISSUANCE. DELIVERY OF THIS STATEMENT, OF
ITSELF, CONFERS NO RIGHTS ON THE RECIPIENT. THIS STATEMENT IS
NEITHER A NEGOTIABLE INSTRUMENT NOR A SECURITY.
▇▇▇ RECEIVABLES MASTER TRUST
CONFIRMATION OF ISSUANCE AND TRANSFER
OF
CLASS C AND CLASS D FLOATING RATE
ASSET BACKED CERTIFICATES, SERIES 1999-1
THIS STATEMENT IS MERELY A STATEMENT OF CERTAIN PROVISIONS
REGARDING RESTRICTIONS ON TRANSFER OF THE CLASS C CERTIFICATES
AND THE CLASS D CERTIFICATES. DELIVERY OF THIS STATEMENT, OF
ITSELF, CONFERS NO RIGHTS ON THE RECIPIENT. THIS STATEMENT IS
NEITHER A NEGOTIABLE INSTRUMENT NOR A SECURITY.
EACH PURCHASER AND HOLDER OF A CLASS C CERTIFICATE OR CLASS D
CERTIFICATE REPRESENTS AND WARRANTS FOR THE BENEFIT OF SRI
RECEIVABLES PURCHASE CO., INC. AND SPECIALTY RETAILERS, INC.,
[ADD THE FOLLOWING WITH RESPECT TO CLASS D CERTIFICATES ONLY]
[AND R.V.I. GUARANTY CO., LTD.] THAT SUCH PURCHASER OR HOLDER
EITHER (A) IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN
SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA")) THAT IS SUBJECT TO THE PROVISIONS OF
TITLE I OF ERISA, (II) A PLAN OR OTHER ARRANGEMENT (INCLUDING AN
INDIVIDUAL RETIREMENT ACCOUNT OR ▇▇▇▇▇ PLAN) THAT IS SUBJECT TO
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE"), OR (III) A "BENEFIT PLAN INVESTOR" (AS DEFINED IN
UNITED STATES DEPARTMENT OF LABOR ("DOL") REGULATION SECTION
2510.3-101) OR (B) IS AN INSURANCE COMPANY ACTING ON BEHALF OF
ITS GENERAL ACCOUNT AND (I) ON THE DATE IT ACQUIRES A CLASS C
CERTIFICATE OR A CLASS D CERTIFICATE, LESS THAN 25% OF THE ASSETS
OF SUCH GENERAL ACCOUNT (AS DETERMINED BY SUCH INSURANCE COMPANY)
CONSTITUTE "PLAN ASSETS" FOR PURPOSES OF TITLE I OF ERISA OR
SECTION 4975 OF THE CODE, (II) IF AFTER THE INITIAL ACQUISITION
OF THE CLASS C CERTIFICATES OR CLASS D CERTIFICATES, DURING ANY
CALENDAR QUARTER 25% OR MORE OF THE ASSETS OF SUCH GENERAL
ACCOUNT (AS DETERMINED BY SUCH INSURANCE COMPANY) CONSTITUTE
"PLAN ASSETS" FOR PURPOSES OF TITLE I OF ERISA OR SECTION 4975 OF
THE CODE AND NO EXEMPTION OR EXCEPTION FROM THE PROHIBITED
TRANSACTION RULES APPLIES TO THE CONTINUED HOLDING OF THE CLASS C
CERTIFICATES OR CLASS D CERTIFICATES UNDER SECTION 401(c) OF
ERISA AND FINAL REGULATIONS THEREUNDER OR AN EXEMPTION OR
REGULATION ISSUED BY THE DOL UNDER ERISA, THEN SUCH INSURANCE
COMPANY WILL DISPOSE OF ALL OF THE CLASS C CERTIFICATES AND
CLASS D CERTIFICATES THEN HELD IN ITS GENERAL ACCOUNT BY THE END
OF THE NEXT FOLLOWING CALENDAR QUARTER, AND (III) ON THE DATE IT
ACQUIRES THE CLASS C CERTIFICATES OR CLASS D CERTIFICATES AND
THROUGHOUT THE PERIOD THAT IT HOLDS THEM IT MEETS ALL THE
REQUIREMENTS OF AND IS ELIGIBLE FOR EXEMPTIVE RELIEF UNDER PTCE
95-60.
THE CLASS C CERTIFICATES AND THE CLASS D CERTIFICATES MAY NOT BE
ACQUIRED, SOLD, TRADED OR TRANSFERRED, NOR MAY AN INTEREST IN THE
CLASS C CERTIFICATES OR THE CLASS D CERTIFICATES BE MARKETED, ON
OR THROUGH (I) AN "ESTABLISHED SECURITIES MARKET" WITHIN THE
MEANING OF SECTION 7704(b)(1) OF THE CODE AND ANY PROPOSED,
TEMPORARY OR FINAL TREASURY REGULATION THEREUNDER, INCLUDING,
WITHOUT LIMITATION, AN OVER-THE-COUNTER-MARKET OR AN INTERDEALER
QUOTATION SYSTEM THAT REGULARLY DISSEMINATES FIRM BUY OR SELL
QUOTATIONS OR (II) A "SECONDARY MARKET (OR THE SUBSTANTIAL
EQUIVALENT THEREOF)" WITHIN THE MEANING OF SECTION 7704(b)(2) OF
THE CODE AND ANY TREASURY REGULATION THEREUNDER, INCLUDING A
MARKET WHEREIN INTERESTS IN THE CLASS C CERTIFICATES OR THE
CLASS D CERTIFICATES, AS APPLICABLE, ARE REGULARLY QUOTED BY ANY
PERSON MAKING A MARKET IN SUCH INTERESTS AND A MARKET WHEREIN ANY
PERSON REGULARLY MAKES AVAILABLE BID OR OFFER QUOTES WITH RESPECT
TO INTERESTS IN THE CLASS C CERTIFICATES OR THE CLASS D
CERTIFICATES, AS APPLICABLE AND STANDS READY TO EFFECT BUY OR
SELL TRANSACTIONS AT THE QUOTED PRICES FOR ITSELF OR ON BEHALF OF
OTHERS.
THE CLASS C CERTIFICATES AND THE CLASS D CERTIFICATES [ADD THE
FOLLOWING TO THE CLASS D CERTIFICATES ONLY] [AND THE POLICY] HAVE
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES
LAW. THE HOLDER OF A CLASS C CERTIFICATE OR A CLASS D
CERTIFICATE, BY PURCHASING A CLASS C CERTIFICATE OR A CLASS D
CERTIFICATE, AGREES THAT SUCH CERTIFICATES MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY TO THE
TRANSFEROR OR PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A
PERSON THAT THE HOLDER OF SUCH CERTIFICATE REASONABLY BELIEVES IS
A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
("QIB") PURCHASING FOR ITS OWN ACCOUNT, IN ACCORDANCE WITH RULE
144A, WHOM THE HOLDER OF SUCH CERTIFICATE HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A AND AFTER DELIVERY OF THE DOCUMENTATION
REQUIRED BY THE AGREEMENT AND THE SERIES 1999-1 SUPPLEMENT. EACH
OWNER OF A CLASS C CERTIFICATE OR A CLASS D CERTIFICATE BY
ACCEPTING A DIRECT OWNERSHIP INTEREST IN OR A BENEFICIAL INTEREST
IN A SUCH CERTIFICATE IS DEEMED TO REPRESENT THAT IT IS A QIB
PURCHASING FOR ITS OWN ACCOUNT. THE CLASS C CERTIFICATES AND THE
CLASS D CERTIFICATES WILL NOT BE ACCEPTED FOR REGISTRATION OF
TRANSFER EXCEPT UPON PRESENTATION OF EVIDENCE SATISFACTORY TO THE
TRANSFER AGENT AND REGISTRAR THAT THE RESTRICTIONS ON TRANSFER
SET FORTH IN THE AGREEMENT AND THE SERIES 1999-1 SUPPLEMENT HAVE
BEEN COMPLIED WITH. THE CLASS C CERTIFICATES AND THE CLASS D
CERTIFICATES MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED WITHOUT THE PRIOR WRITTEN CONSENT OF THE TRANSFEROR
AND UNLESS AND UNTIL THE TRUSTEE AND THE TRANSFEROR SHALL HAVE
RECEIVED THE CERTIFICATIONS REQUIRED BY THE AGREEMENT AND THE
SERIES 1999-1 SUPPLEMENT.
THE CLASS C CERTIFICATES AND THE CLASS D CERTIFICATES ARE ALSO
SUBJECT TO RESTRICTIONS ON THE PURCHASE, OWNERSHIP AND
DISPOSITION OF SUCH SECURITIES OR ANY INTEREST THEREIN, INCLUDING
THE CONSENT OF THE TRANSFEROR AND THE DELIVERY OF AN INVESTOR
REPRESENTATION LETTER. SUCH RESTRICTIONS ARE SET FORTH IN THE
AGREEMENT AND THE SERIES 1999-1 SUPPLEMENT, COPIES OF WHICH ARE
AVAILABLE FROM THE TRUSTEE.
EXHIBIT E
FORM OF TRANSFER REQUEST
REGISTRATION OF TRANSFER
Dated __________, ____
ISSUER INFORMATION:
Name: SRI RECEIVABLES MASTER TRUST
Address: c/o Bankers Trust Company,
as Trustee and as Transfer Agent and Registrar
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Attention: Corporate Trust and Agency Group
REGISTERED OWNER INFORMATION
Name:
Address:
TRANSFER INSTRUCTION:
You are hereby instructed to register a transfer of the
following securities in the manner indicated:
1. Transferred Interest:
(a) Type of Interest: Class [C][D] Floating Rate Asset
Backed Certificates, Series 1999-1
(b) Principal Amount to be Transferred:
$______________
(c) Name of Issuer: SRI RECEIVABLES MASTER TRUST
(d) Issuer's jurisdiction of organization: New York
2. Transfer Instructions: You are instructed by the
undersigned Registered Owner, to transfer the above described
securities in the principal amount specified above to _______
(the "Transferee") as indicated below, who upon such transfer
shall be the Registered Holder of such interests, with all rights
incident thereto.
Payment Instructions:
The Taxpayer Identification Number of the Transferee is:
You are further instructed promptly to inform the Transferor
of this proposed Registration of Transfer and to request the
Transferor's consent to such Transfer pursuant to Section 12 of
the Series 1999-1 Supplement. All notices and communications to
the Transferee in connection with this Transfer should be sent
to:
Name:
Address:
3. Warranties: The undersigned hereby warrants that:
(a) It is an appropriate entity to originate this
instruction;
(b) It is entitled to effect the instruction hereby
given, and
(c) Its Taxpayer Identification Number is:
4. Authentication: In witness of this Instruction to
Register Transfer, the undersigned Registered Owner has executed
this instruction as of the ____ day of __________, ____.
By:
EXHIBIT F
FORM OF INVESTMENT LETTER
Bankers Trust Company
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Attention: Corporate Trust and Agency Group
SRI Receivables Purchase Co., Inc.
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Attention: Treasurer
[Add Insurer address for Class D Certificates]
[Date]
Re: SRI RECEIVABLES MASTER TRUST, Series 1999-1
Purchase of Class Certificates/1
Ladies and Gentlemen:
This letter (the "Investment Letter") is delivered by the
undersigned (the "Purchaser") pursuant to the Series 1999-1
Supplement, dated as of ______________, 1999 (the "Series
Supplement"), by and among SRI Receivables Purchase Co., Inc., a
corporation organized and existing under the laws of the State of
Delaware, as Transferor (the "Transferor"), Specialty Retailers,
Inc., a corporation organized and existing under the laws of
Texas, as Servicer (the "Servicer"), and Bankers Trust
(Delaware), a banking corporation organized and existing under
the laws of the State of Delaware, as trustee (together with its
successors in trust thereunder as provided in the Agreement
referred to below, the "Trustee") under the Second Amended and
Restated Pooling and Servicing Agreement dated as of __________,
1999 (the "Agreement"), among the Transferor, the Servicer and
the Trustee. Capitalized terms used herein without definition
shall have the meanings provided in the Agreement or the Series
Supplement.
The Purchaser hereby represents, warrants and covenants to
the Transferor as follows:
The Purchaser represents and warrants that it understands
that the Certificates referenced in the caption above (the
"Purchased Certificates") [add the following with respect to the
Class D Certificates only][and the Policy] (i) have not been and
will not be registered under the Securities Act of 1933, as
amended (the "Securities Act"), or any state or other applicable
securities law, and (ii) are being offered only in a transaction
not involving a public offering within the meaning of the
Securities Act and may not be offered, sold or otherwise
transferred unless registered pursuant to, or exempt from
registration under, the Securities Act and any other applicable
securities law.
The Purchaser represents and warrants that it is a
"qualified institutional buyer" (as defined in Rule 144A ("Rule
144A") under the Securities Act), that it is aware that the offer
and sale of the Purchased Certificates to it are being made in
reliance on Rule 144A and that it is purchasing the Purchased
Certificates for its own account.
The Purchaser represents, warrants and covenants that it
will not offer, sell, convey, assign, hypothecate, pledge,
participate or otherwise transfer (each, a "Transfer") the
Purchased Certificates or any interest therein at any time except
(i) to the Transferor or (ii) pursuant to Rule 144A to a person
whom the Transferor reasonably believes is a qualified
institutional buyer within the meaning of Rule 144A purchasing
for its own account, in accordance with Rule 144A, whom the
Transferor has informed that the Transfer is being made in
reliance on Rule 144A.
The Purchaser represents, warrants and covenants that either
(a) it is not (i) an employee benefit plan (as defined in
Section 3(3) of the Employee Retirement Income Security Act of
1974, as amended ("ERISA") that is subject to the provisions of
Title I of ERISA, (ii) a plan or other arrangement (including an
individual retirement account or ▇▇▇▇▇ plan) that is subject to
Section 4975 of the Internal Revenue Code of 1986, as amended
(the "Code"), or (iii) an entity whose underlying assets include
"plan assets" by reason of any such plan's investment in the
entity and the application of United States Department of Labor
("DOL") Regulation Section 2510.3-101 or (b) it is an insurance
company acting on behalf of its general account and (i) on the
date it acquires the Purchased Certificates, less than 25% of the
assets of such general account (as determined by such insurance
company) constitute "plan assets" for purposes of Title I of
ERISA or Section 4975 of the Code, (ii) if, after the initial
acquisition of the Purchased Certificates, during any calendar
quarter 25% or more of the assets of such general account (as
determined by such insurance company) constitute "plan assets"
for purposes of Title I of ERISA or Section 4975 of the Code and
no exemption or exception from the prohibited transaction rules
applies to the continued holding of the Purchased Certificates
under Section 401(c) of ERISA and final regulations thereunder or
an exemption or regulation issued by the DOL under ERISA, then
such insurance company will dispose of all of the Purchased
Certificates then held in its general account by the end of the
next following calendar quarter and (iii) on the date it acquires
the Purchased Certificates and throughout the period that it
holds them it meets all the requirements of and is eligible for
exemptive relief under Part I of PTCE 95-60.
The Purchaser represents, warrants and covenants that no
Purchased Certificates or any interest therein may be Transferred
to any Person unless such Person has executed and delivered the
Investment Letter to the Transferor and the Trustee and the
Transferor has granted its prior written consent to such
Transfer.
The Purchaser certifies, represents and warrants to the
Transferor, the Servicer, and the Trustee [add the following with
respect to the Class D Certificates only] [and the Insurer] that
it is either (A)(i) a citizen or resident of the United States,
(ii) a corporation, partnership or other entity created or
organized in or under the laws of the United States or any
political subdivision thereof which, if such entity is a tax-
exempt entity, recognizes that payments with respect to the
Purchased Certificates may constitute unrelated business taxable
income or (iii) an entity not described in (ii) whose ownership
of the Purchased Certificates is effectively connected with its
conduct of a trade or business within the United States (within
the meaning of the Code) or (B)(i) an estate, the income of which
is includible in gross income for United States Federal income
tax purposes, regardless of its source, or (ii) a trust if a U.S.
court is able to exercise primary supervision over the
administration of the trust and one or more U.S. persons have the
authority to control all substantial decisions of the trust or if
the trust has made an election to be treated as a U.S. person.
The Purchaser represents, warrants and covenants that upon its
purchase or the transfer to it of a Purchased Certificate and
prior to the date on which the first interest payment on the
Purchased Certificates is due to the Purchaser, it will provide
to the Servicer and the Trustee (i) if the Purchaser is created
or organized in or under the laws of a jurisdiction outside the
United States, two duly completed copies of United States
Internal Revenue Service Form 4224 or new Form W-8ECI or any
successor applicable or required forms, (ii) a duly completed
copy of United States Internal Revenue Service Form W-9 or any
successor applicable or required forms, and (iii) such other
forms and information as may be required to confirm the
availability of any applicable exemption from United States
Federal, state or local withholding taxes. The Purchaser agrees
to provide to the Servicer and the Trustee like additional
subsequent duly completed forms satisfactory to the Servicer and
the Trustee on or before the date that any such form expires or
becomes obsolete, or upon the occurrence of any event requiring
an amendment, resubmission or change in the most recent form
previously delivered by it, and to provide such extensions or
renewals as may be reasonably requested by the Servicer or the
Trustee.
The Purchaser certifies, represents and warrants that as of
the date hereof (a) its ownership of the Purchased Certificates
will not result in any withholding obligation with respect to any
payments with respect to the Purchased Certificates with respect
to any Person, and (b) unless otherwise consented to by the
Transferor, if the Purchaser is incorporated or organized under
the laws of a jurisdiction outside the United States, it has (x)
a rating of "BBB" or better from Fitch IBCA, Inc. or "Baa2" or
better from ▇▇▇▇▇'▇ Investors Service, Inc. and (y) balance sheet
assets at least $100 million of which are effectively connected
with its conduct of a trade or business in the United States
within the meaning of the Code.
The Purchaser represents, warrants and covenants that it has
not acquired any interest in the Purchased Certificates, and
shall not Transfer any interest in the Purchased Certificates or
cause any such interest to be marketed, on or through (i) an
"established securities market" within the meaning of Section
7704(b)(1) of the Code and any Treasury Regulations thereunder,
including, without limitation, an over-the-counter-market or an
interdealer quotation system that regularly disseminates firm buy
or sell quotations or (ii) a "secondary market (or the
substantial equivalent thereof)" within the meaning of Section
7704(b) (2) of the Code and any Treasury Regulations thereunder,
including a market wherein interests in the Purchased
Certificates are regularly quoted by any Person making a market
in such interests and a market wherein any Person regularly makes
available bid or offer quotes with respect to interests in the
Purchased Certificates and stands ready to effect buy or sell
transactions at the quoted prices for itself or on behalf of
others.
The Purchaser represents, warrants and covenants that it is
not, and will not become, a partnership, an "S corporation" or a
grantor trust, in each case, as described in the Code. In the
event of any breach of the representation, warranty and covenant
of the Purchaser that such Purchaser shall remain classified as
other than a partnership, an S corporation or a grantor trust,
such Purchaser shall (i) notify the Transferor promptly upon such
Purchaser's becoming aware of such breach, and thereupon the
Purchaser hereby agrees to use reasonable efforts to procure a
replacement investor not so affected that is acceptable to the
Transferor to replace such affected Purchaser, and (ii) take all
actions necessary to permit a replacement investor to succeed to
its rights and obligations under the Agreement and the
Supplement. The Purchaser hereby acknowledges that the portion of
the Tax Opinion to the effect that the Trust will not be treated
as a publicly traded partnership taxable as a corporation is
dependent in part on the accuracy of the certifications described
above.
The Purchaser represents and warrants that it understands
that the Purchased Certificates will be uncertificated securities
and will not be represented by any certificate and will not be
held through The Depository Trust Company or any other depositary
or clearing corporation.
The Purchaser hereby notifies the Paying Agent that all
distributions of principal and interest on the Purchased
Certificates to the Purchaser shall be made by wire transfer to
its account specified in Schedule 1, or to such other account as
it shall specify in writing to the Paying Agent in accordance
with the Supplement.
Very truly yours,
(type name of Purchaser above)
By:
Name:
Title:
SCHEDULE I
Name of Purchaser:
Principal Amount of Purchased Certificates:
(i) All payments on or in respect of the Purchased
Certificates shall be made by wire transfer to:
Bank:
ABA #:
Account #:
For further credit to Account #:
Ref:
(ii) Address for all notices in respect of payment:
(iii) Address for all other communications:
(iv) Taxpayer ID #:
EXHIBIT G
FORM OF RECEIPT LETTER
Specialty Retailers, Inc.
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Attention: Treasurer
CNA Guaranty & Credit
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Attention: ▇▇▇▇ ▇. ▇▇▇▇▇
Ladies and Gentlemen:
Please refer to the Series 1999-1 Supplement, dated as of November 9,
1999 and amended as of December 8, 1999 (the "Supplement"), among SRI
Receivables Purchase Co., Inc., as Transferor, Specialty Retailers,
Inc., and Bankers Trust (Delaware), as Trustee. Capitalized terms
used and not otherwise defined herein are used as defined in the
Supplement or, if not defined therein, as defined in the Agreement
referred to in the Supplement.
This is to confirm that:
(a) We received a computer file from the Servicer on the date
specified below, which the Servicer identified in its transmittal
letter as containing computer readable copies of back-up data
regarding the Receivables sufficient to enable the recipient of such
back-up data to service the Receivables.
Date of receipt: ____________________
(b) We have opened the file on our computer system and confirmed that
it was computer readable.
We are holding the file in accordance with the terms of Section 3.4(d)
of the Agreement.
We have made no investigation as to the content of the file
and make no representation as to the compliance thereof with the
requirements listed in the Agreement. Bankers Trust (Delaware)
shall incur no liability in connection with the file referred to
herein.
Very truly yours,
BANKERS TRUST (DELAWARE), not in its
individual capacity but solely as Trustee
By:
_____________________________________
Name:___________________________________
Title:__________________________________
__
_______________________________
1/Insert appropriate Class of Certificate