Exhibit 4.1
SEARS CREDIT ACCOUNT MASTER TRUST II
MASTER TRUST CERTIFICATES, SERIES 1996-4
This Series of Master Trust Certificates is established pursuant
to Section 6.07 of that certain Pooling and Servicing Agreement
dated as of July 31, 1994, as amended (the "Pooling and Servicing
Agreement"), by and among SEARS RECEIVABLES FINANCING GROUP,
INC., a Delaware corporation ("SRFG") as Seller, SEARS, ▇▇▇▇▇▇▇
AND CO., a New York corporation ("Sears") as Servicer, and THE
FIRST NATIONAL BANK OF CHICAGO, a national banking association,
organized and existing under the laws of the United States (the
"Trustee"). This SERIES TERM SHEET and the ANNEX attached
hereto, by and among SRFG, Sears and the Trustee, constitute the
SERIES SUPPLEMENT (the "Series Supplement") and, together with
the Pooling and Servicing Agreement, establish the Series of
Master Trust Certificates to be known as SEARS CREDIT ACCOUNT
MASTER TRUST II, MASTER TRUST
CERTIFICATES, SERIES 1996-4.
SERIES TERM SHEET
Date of Series Term Sheet October 16, 1996.
Group One.
Series Initial Investor Interest $561,830,000.
Class Initial Investor Interest Class A - $500,000,000
of each Class of Investor Certificates Class B - $22,500,000.
Class C - $39,330,000.
Seller Retained Class Class C.
Type of Structure Controlled Amortizing
Stucture.
Certificate Rates
Class A - 6.45% per annum calculated on the basis of a 360-
day year of twelve 30-day months (or in the case of the first
interest payment, calculated on the basis of the number of days
elapsed from and including the Series Closing Date to but
excluding the 15th day of the calendar month in which the first
interest payment occurs (assuming a 30-day month) and a 360-day
year of twelve 30-day months).
Class B - 6.65% per annum calculated on the basis of a 360-
day year of twelve 30-day months (or in the case of the first
interest payment, calculated on the basis of the number of days
elapsed from and including the Series Closing Date to but
excluding the 15th day of the calendar month in which the first
interest payment occurs (assuming a 30-day month) and a 360-day
year of twelve 30-day months).
Class C - 0%.
LIBOR Determination Date
Not applicable.
Embedded Coupon Cap
Class A - Not applicable.
Class B - Not applicable.
Class C - Not applicable.
Class Coupon Cap
Class A - Not applicable.
Class B - Not applicable.
Class C - Not applicable.
Series Yield Factor
Initially zero, but may be increased pursuant to Section 19.
Date from which Interest for First Series Closing Date.
Interest Payment Date Shall Accrue
Distribution Dates
November 15, 1996 and the 15th day of each calendar
month thereafter, or, if such day is not a Business Day, the next
succeeding Business Day.
Interest Payment Dates
The 15th day of each month (or, if such day is not a
Business Day, the next succeeding Business Day), commencing in
November 1996.
Principal Payment Date
The 15th day of each month (or, if such day is not a
Business Day, the next succeeding Business Day), commencing in
November 2000, and each Special Payment Date.
Class A Expected Final Payment Date
The Distribution Date in October 2002.
Class B Expected Final Payment Date
The Distribution Date in November 2002.
Class C Expected Final Payment Date
The Distribution Date in December 2002.
Series Cut-Off Date September 1996.
Series Closing Date October 29, 1996.
Revolving Period
From, but excluding, the Series Cut-Off Date to, but
excluding, the earlier to occur of (i) the first day of the Due
Period related to the November 2000 Distribution Date or (ii) the
Rapid Amortization Commencement Date.
Controlled Amortization Period
Unless a Rapid Amortization Event shall have occurred
prior thereto, the period commencing on the first day of the Due
Period related to the Distribution Date in November 2002 and
ending upon the earliest to occur of (x) the Rapid Amortization
Commencement Date, (y) the payment in full of the Series Invested
Amount and (z) the Series Termination Date.
Class A Controlled Amortization Amount
$20,833,333.34
Class B Controlled Amortization Amount
$22,500,000.
Class C Controlled Amortization Amount
Unless a Rapid Amortization Event shall have occurred,
$16,854,900.
Type of Credit Enhancement
Class A - Subordination.
Class B - Subordination.
Class C - None.
Investor Servicing Fee Percentage
2.0% per annum calculated on the basis of a 360-day year
of twelve 30-day months.
Series Monthly Servicing Fee Additional Funds Portion Percentage
Not applicable.
Amount of Additional Funds
Initially, zero, but subject to being increased pursuant
to Section 4.03(e) of the Pooling and Servicing Agreement.
Eligible for Finance Charge Collections Reallocations to and from
other Series in the Group Yes.
Eligible for Principal Collections Reallocations to and from
other Series in the Group Yes.
Paired Series No.
Subject to being part of a Paired Series Yes.
Series Termination Date
The day following the October 2006 Distribution Date.
Variable Funded Series No.
Classes, if any, subject to ERISA restrictions (as set forth in
Section 6.06(a)(ii) of the Pooling and Servicing Agreement)
Class B and Class C.
PFA Special Reserve Required Percentage Not applicable.
Series Pre-Funding Account Not applicable.
Series Pre-Funding Amount Not applicable.
Series Pre-Funding Deadline Not applicable.
Pre-Funding Special Reserve Account Not applicable.
Class A Early Termination Premium Not applicable.
Class B Early Termination Premium Not applicable.
Pre-Funding Special Reserve Required Amount Not applicable.
Class A Investor Certificate
Any one of the certificates executed by the Seller and
authenticated by the Trustee, substantially in the form of
Exhibit A-1.
Class B Investor Certificate
Any one of the certificates executed by the Seller and
authenticated by the Trustee, substantially in the form of
Exhibit A-2.
Class C Investor Certificate
Any one of the certificates executed by the Seller and
authenticated by the Trustee, substantially in the form of
Exhibit A-3.
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have
caused this Series Supplement to be duly executed by their
respective officers as of the day and year first above written.
SEARS RECEIVABLES FINANCING GROUP, INC.
as Seller
By:______________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
President and Chief Executive Officer
SEARS, ▇▇▇▇▇▇▇ AND CO.
as Servicer
By:___________________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice President and Treasurer
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee
By:___________________________________________
ANNEX
In consideration of the mutual agreements herein
contained, each party agrees as follows for the benefit of the
other parties and for the benefit of the Certificateholders:
SECTION 1. Definitions.
(a) Capitalized terms not otherwise defined in this
Series Supplement (including the Series Term Sheet) shall have
the meanings ascribed to them in the Pooling and Servicing
Agreement. Capitalized terms that refer to a Series or Class
refer to the Series or Class of the Series established hereby, as
applicable, unless the context otherwise clearly requires.
(b) The following terms have the definitions set forth
below with respect to the Series established hereby, unless the
context otherwise clearly requires:
"Additional Certificate" shall have the meaning
specified in Section 20(a).
"Additional Certificate Date" shall have the meaning
specified in Section 20(a).
"Additional Funds," if applicable, shall have the
meaning set forth in the Series Term Sheet and in the Pooling and
Servicing Agreement.
"Available Expected Principal" for any Determination
Date with respect to each Due Period and the Group to which the
Series established hereby belongs shall be equal to the excess of
(a) the Expected Monthly Principal for such Due Period over (b)
the sum of, without duplication, (i) all class controlled
amortization amounts and class controlled accumulation amounts
for all Non-Variable Accumulation Series in the Group to which
the Series established hereby belongs that are not scheduled to
be in their revolving periods as of such Due Period and (ii) the
portion of such Expected Monthly Principal projected by the
Servicer to be allocable to any other series in the Group to
which the Series established hereby belongs with respect to which
a Rapid Amortization Event shall have occurred on or prior to
such Determination Date.
"Base Rate" for each Distribution Date shall mean the
sum of (A) the weighted average Certificate Rate for all Classes
in the Series and (B) the Investor Servicing Fee Percentage.
"Calculation Period," if applicable, shall have the
meaning specified in the applicable Class Coupon Cap Agreement
between the Trustee and the Coupon Cap Provider.
"Certificate Interest" for any Class shall mean, for any
Distribution Date, the product of (a) the Class Invested Amount
for such Class for such Distribution Date and (b) a fraction the
numerator of which is (1) with respect to each Class that has no
Subclasses, the Certificate Rate for such Class or (2) with
respect to each Class that has two or more Subclasses, the Class
Weighted Average Certificate Rate, and the denominator (which may
be
calculated separately for each Subclass pursuant to subsection
(x) or (y)) of which is (x) if the relevant Certificate Rate is
to be calculated on the basis of the actual number of days
elapsed and a 360-day year, 360 divided by the actual number of
days from and including the immediately preceding Distribution
Date (or, in the case of the first Distribution Date, 360 divided
by the number of days from and including the Series Closing Date
to but excluding such Distribution Date (and assuming a 30-day
month)) to but excluding the current Distribution Date or (y) if
the relevant Certificate Rate is to be calculated on the basis of
a 360-day year of twelve 30-day months, twelve (or, in the case
of the first Distribution Date, 360 divided by the number of days
from and including the Series Closing Date to but excluding such
Distribution Date (and assuming a 30-day month)).
"Certificate Principal" shall mean, with respect to each
Class, the principal payable in respect of such Class of Investor
Certificates.
"Certificate Rate," with respect to any Class or
Subclass, shall mean the certificate rate set forth in the Series
Term Sheet with respect to such Class or Subclass, as such rate
may be adjusted as of the beginning of each Interest Accrual
Period, if applicable; provided, however, that the Certificate
Rate for any Class or Subclass that does not have a fixed
Certificate Rate shall not exceed the Embedded Coupon Cap, if
any, for such Class or Subclass.
"Class A Early Termination Premium," if applicable,
shall be as set forth in the Series Term Sheet.
"Class A Early Termination Premium Shortfall," if
applicable, for any Distribution Date, shall mean the positive
difference, if any, between (i) the Class A Early Termination
Premium and (ii) the amount deposited with respect to the Class A
Early Termination Premium pursuant to Section 8(b)(16) less
amounts previously deposited with respect to the Class A Early
Termination Premium Shortfall pursuant to Section 8(b)(42),
8(c)(13) or 8(c)(41). The Class A Early Termination Premium
Shortfall initially shall be zero.
"Class Alternative Deficiency Amount" shall mean, with
respect to each Class, on any Payment Date, the Class Deficiency
Amount that would have been calculated for such Class on such
Payment Date if the aggregate unreimbursed Investor Losses on
such Payment Date equalled zero.
"Class B Early Termination Premium," if applicable,
shall be as set forth in the Series Term Sheet.
"Class B Early Termination Premium Shortfall," if
applicable, for any Distribution Date, shall mean the positive
difference, if any, between (i) the Class B Early Termination
Premium and (ii) the amount deposited pursuant to Section
8(b)(17) less amounts previously deposited with respect to the
Class B Early Termination Premium Shortfall pursuant to Section
8(b)(43), 8(c)(14) or 8(c)(42). The Class B Early Termination
Premium Shortfall initially shall be zero.
"Class C Fixing Deadline" shall mean the earliest to
occur of (i) a Rapid Amortization Event, (ii) the Seller Retained
Class Purchase Date with respect to Class C, or (iii) the date on
which the Class C Invested Amount becomes less than or equal to
3% of the Series Initial Investor Interest; provided, however,
that such percentage may be decreased without the consent of the
Certificateholders, if the Seller shall have received written
notice from the Rating Agencies that such a decrease will not
result in a Ratings Event.
"Class C Permitted Controlled Amortization Amount," if
applicable, for any Distribution Date shall mean an amount equal
to the sum of (a) the product of (i) a fraction the numerator of
which is the Class C Initial Investor Interest and the
denominator of which is the Series Initial Investor Interest
(less the Class C Initial Investor Interest) and (ii) the Class A
Controlled Amortization Amount or the Class A Controlled
Accumulation Amount, as applicable, and (b) the Class C Permitted
Controlled Amortization Amount Shortfall, if any; provided,
however, that the Class C Permitted Controlled Amortization
Amount may be increased without the consent of the
Certificateholders, if the Seller shall have received written
notice from the Rating Agencies that such an increase will not
result in a Ratings Event; and provided, further, that the Class
C Permitted Controlled Amortization Amount shall equal zero for
all Distribution Dates on or after the Class C Fixing Deadline.
"Class C Permitted Controlled Amortization Amount
Shortfall," if applicable, with respect to each Distribution Date
shall have the meaning set forth in Sections 8(b)(46) and
8(c)(47). The Class C Permitted Controlled Amortization Amount
Shortfall initially shall be zero.
"Class Controlled Accumulation Amount," if applicable,
with respect to such Class on any Distribution Date with respect
to the Controlled Accumulation Period, shall mean the sum of (i)
the amount specified in the Series Term Sheet with respect to
such Class of the Series established hereby (reduced for each
such Distribution Date pro-rata by the aggregate amount paid to
such Class pursuant to Section 9(a)(10)) and (ii) the Class
Controlled Accumulation Amount Shortfall for such Class;
provided, however, that if the commencement of the Controlled
Accumulation Period is to be modified pursuant to Section 18,
then the Class Controlled Accumulation Amount shall mean an
amount equal to the product of (i) Available Expected Principal
for the related Due Period and (ii) a fraction the numerator of
which is the Series Initial Investor Interest less the Class
Initial Investor Interest for any Seller Retained Class and the
denominator of which is the sum of (a) the Series Initial
Investor Interest less the Class Initial Investor Interest for
any Seller Retained Class and (b) the series initial investor
interests less the class initial investor interests for any
seller retained classes of all other Variable Accumulation Series
in the Group to which the Series established hereby belongs that
are not scheduled to be in their revolving periods as of such Due
Period; and provided, further, that, for purposes of this
definition, the commencement date of the accumulation period of
each such Variable Accumulation Series shall be deemed to have
been postponed to the latest permissible date determined as of
the date of calculation and determined as if the provisions of
Section 18 applied to each such Variable Accumulation Series with
such changes as may be specified with respect to such Variable
Accumulation Series (applying such provisions first to the
Variable Accumulation Series in the Group to which the Series
established hereby belongs with the latest Class Expected Final
Payment Date and next to each additional such Variable
Accumulation Series in reverse chronological order based on the
latest Class Expected Final Payment Date of each such Series).
The sum of the aggregate Class Controlled Accumulation Amounts
for all Classes of such Series for all Due Periods during the
Controlled Accumulation Period as modified pursuant to Section 18
shall not be less than the Series Initial Investor Interest less
the Class Initial Investor Interest for any Seller Retained
Class.
"Class Controlled Accumulation Amount Shortfall," if
applicable, with respect to each Class and any Distribution Date
shall have the meaning set forth in Section 8(c)(46), 8(c)(48) or
8(c)(49).
"Class Controlled Amortization Amount," if applicable,
with respect to such Class or any Distribution Date with respect
to the Controlled Amortization Period, shall mean the sum of (i)
amount set forth in the Series Term Sheet with respect to each
Class of the Series established hereby (reduced for each such
Distribution Date pro-rata by the aggregate amount paid to such
Class pursuant to Section 9(a)(10)) and (ii) any existing Class
Controlled Amortization Amount Shortfalls for such Class;
provided, however, that the Class Controlled Amortization Amount
shall not be less than zero and shall not exceed an amount equal
to, with respect to each Class, the Class Invested Amount for
such Class.
"Class Controlled Amortization Amount Shortfall," if
applicable, with respect to each Class and any Distribution Date
shall have the meaning set forth in Section 8(c)(46), 8(c)(48) or
8(c)(49).
"Class Coupon Cap," if applicable, shall mean the rate
that is specified as such in the Series Term Sheet and in the
Class Coupon Cap Agreement.
"Class Coupon Cap Agreement," if applicable, shall mean
the interest rate cap agreement or other interest rate protection
for the benefit of the Investor Certificateholders of such Class
or Subclass, dated on or before the Series Closing Date, between
the Trustee, acting on behalf of the Trust, and the Coupon Cap
Provider, or any Replacement Class Coupon Cap or Qualified
Substitute Cap Arrangement.
"Class Coupon Cap Payment," if applicable, shall mean
with respect to any Interest Payment Date, any payment required
to be made on such Interest Payment Date by the Coupon Cap
Provider with respect to the Class Coupon Cap Agreement.
"Class Cumulative Investor Charged-Off Amount" with
respect to each Class for any Distribution Date, shall mean the
Class Cumulative Investor Charged-Off Amount as of the end of the
Due Period related to the prior Distribution Date, plus the Class
Investor Charged-Off Amount for such Class for the Due Period
related to such Distribution Date; provided, however, that the
Class Cumulative Investor Charged-Off Amount shall further be
adjusted in accordance with the successive steps set forth in
Section 8 on such Distribution Date. The Class Cumulative
Investor Charged-Off Amount with respect to each Class initially
shall be zero.
"Class Deficiency Amount" shall mean, with respect to
each Class, on any Payment Date, the amount, if any, by which (a)
the sum of (i) Certificate Interest for such Class accrued since
the immediately preceding Payment Date, (ii) if, since the
immediately preceding Payment Date and prior to the current
Payment Date, a Reimbursed Loss Event has occurred, the sum of
(A) the Reimbursed Loss Interest for such Class for each previous
Distribution Date since the last Distribution Date on which
Investor Losses for such Class equalled zero and (B) the
Reimbursed Loss Interest Gross-up Amount for such Class for each
previous Distribution Date since the last Distribution Date on
which the aggregate amount of unreimbursed Investor Losses for
such Class equalled zero, (iii) the Class Deficiency Amount on
the immediately preceding Payment Date, and (iv) the Class
Deficiency Amount on the immediately preceding Payment Date
multiplied by the product of (A) a fraction the numerator of
which is the weighted average of the Certificate Rates or of the
Class Weighted Average Certificate Rates, as applicable, for such
Class for the relevant Due Periods and the denominator of which
is (x) if the relevant Certificate Rate is to be calculated on
the basis of the actual number of days elapsed and a 360-day
year, 360 divided by the actual number of days from and including
the immediately preceding Distribution Date to but excluding the
current Distribution Date or (y) if the relevant Certificate Rate
is to be calculated on the basis of a 360-day year of twelve 30-
day months, twelve, and (B) the number of Distribution Dates from
and including the preceding Payment Date to but excluding the
current Payment Date exceeds (b) the amount deposited since the
immediately preceding Payment Date into the Series
Interest Funding Account pursuant to Section 8 with respect to
such Class.
"Class Expected Final Payment Date" with respect to each
Class, shall mean the date designated as such in the Series Term
Sheet.
"Class Finance Charge Collections" shall mean, with
respect to any Class, with respect to any day or any Distribution
Date, an amount equal to the product of (x) the Class Percentage
with respect to Finance Charge Collections for the related
Distribution Date and (y) the amount of Finance Charge
Collections for such day or for the related Due Period, as
applicable.
"Class Initial Investor Interest" shall mean, with
respect to each Class, the aggregate face amount of Investor
Certificates of such Class initially authenticated and delivered
pursuant to Section 6 as specified in the Series Term Sheet, plus
the aggregate face amount of any additional Investor Certificates
authenticated and delivered pursuant to Section 20, minus (i)
prior amounts paid to such Class pursuant to Section 9(a)(10) and
(ii) the aggregate face amount of any Investor Certificates
cancelled pursuant to
Section 6.16 of the Pooling and Servicing Agreement.
"Class Invested Amount" shall mean, with respect to any
Class for any Distribution Date, an amount equal to the Class
Initial Investor Interest minus the sum of (a) the aggregate
amount of Certificate Principal paid to the Investor
Certificateholders of such Class prior to such Distribution Date
(without duplication with respect to any amounts paid to such
Class pursuant to Section 9(a)(10)), (b) the Investor Loss for
such Class, if any, at the beginning of such Distribution Date
and (c) the aggregate amount of losses on investments of
principal of funds on deposit for the benefit of such Class in
the Series Principal Funding Account.
"Class Investor Charged-Off Amount" shall mean, with
respect to each Class for any Distribution Date, an amount equal
to the product of (a) the Charged-Off Amount for such
Distribution Date and (b) the Class Percentage with respect to
the Charged-Off Amount.
"Class Investor Interest" shall mean, with respect to
any Class for any Distribution Date, an amount equal to the Class
Invested Amount for such Class for such Distribution Date minus,
if applicable, the aggregate amount on deposit in the Series
Principal Funding Account for the benefit of such Class in
respect of Principal Collections.
"Class Modified Required Amount" with respect to any
Class on any Distribution Date, shall mean the Class Required
Amount for such Distribution Date minus the sum of all accrued
but unpaid Class Monthly Servicing Fees.
"Class Modified Required Amount Shortfall" with respect
to any Class on any Distribution Date, shall mean the positive
difference, if any, between (i) the Class Modified Required
Amount and (ii) the sum of the (A) Series Finance Charge
Collections allocable to such Class and (B) Series Additional
Allocable Amounts allocable to such Class for such Distribution
Date. The Class Modified Required Amount Shortfall initially
shall be zero.
"Class Monthly Deficiency Amount" with respect to any
Class on any Distribution Date, shall mean the amount set forth
in Section 9. The Class Monthly Deficiency Amount for each Class
initially shall be zero.
"Class Monthly Servicing Fee" with respect to any Class
for any Distribution Date, shall mean an amount equal to the
product of (x) a fraction the numerator of which shall be the
Class Investor Interest and the denominator of which shall be the
Series Investor Interest, in each case on the first day of the
related Due Period (or in the case of the first Distribution Date
for the Series established hereby, the Series Initial Investor
Interest) and (y) the amount of the Investor Servicing Fee for
the related Due Period.
"Class Percentage" shall mean, with respect to any Class
with respect to any Distribution Date:
(a) when used with respect to the Charged-Off
Amount, the percentage equivalent of a fraction the numerator of
which shall be the amount of the Class Investor Interest minus
the Supplemental Cash allocable to such Class and the denominator
of which shall be the greater of (i) the amount of Principal
Receivables in the Trust and (ii) the Aggregate Investor Interest
minus the sum of the (A) Excess Funding Amount (General), (B)
Excess Funding Amount (SRC) and (C) sum of the series pre-funding
amounts, if any, for all outstanding series, in each case on the
first day of the related Due Period; or
(b) when used with respect to Principal
Collections prior to the occurrence of a Fixed Principal
Allocation Event, the percentage equivalent of a fraction the
numerator of
which shall be the amount of the Class Investor Interest minus
the Supplemental Cash allocable to such Class on the first day of
the related Due Period and the denominator of which shall be the
greater of (i) the amount of Principal Receivables in the Trust
on the first day of the related Due Period or (ii) the sum of
the
numerators used in calculating the components of the series
percentage with respect to Principal Collections for each series
then outstanding (including the Series established hereby) as of
such Distribution Date; or
(c) when used with respect to Principal
Collections on and after the occurrence of a Fixed Principal
Allocation Event (unless a Fixed Principal Allocation Adjustment
shall have occurred), the percentage equivalent of a fraction the
numerator of which shall be the amount of the Class Investor
Interest minus the Supplemental Cash allocable to such Class on
the first day of the Due Period prior to the occurrence of a
Fixed Principal Allocation Event and the denominator of which
shall be the greater of (i) the amount of Principal Receivables
in the Trust on the first day of the related Due Period or (ii)
the sum of the numerators used in calculating the components of
the Series Percentage with respect to Principal Collections for
each Series then outstanding (including the Series established
hereby) as of such Distribution Date; provided, however, that
because such Class is subject to being paired with a Class of a
Paired Series, if a Rapid Amortization Event occurs with respect
to such Paired Series during the Controlled Accumulation Period,
Controlled Amortization Period or Rapid Amortization Period with
respect to the Series established hereby, the Seller may, by
written notice delivered to the Trustee and the Servicer,
designate a different numerator for the foregoing fraction,
provided that (A) such numerator shall not be less than the Class
Investor Interest minus the Supplemental Cash allocable to such
Class as of the last day of the revolving period for such Paired
Series and (B) the Seller shall have delivered to the Trustee an
Officer's Certificate to the effect that, based on the facts
known to such officer at the time, in the reasonable belief of
the Seller, such numerator designation would not cause a Rapid
Amortization Event or an event that, after the giving of notice
or the lapse of time, would constitute a Rapid
Amortization Event to occur with respect to the Series
established hereby; and provided, further, that should a Rapid
Amortization Event with respect to the Series established hereby
nonetheless occur, then, on each Distribution Date beginning with
the Distribution Date related to the Due Period in which the
Rapid Amortization Event occurs, such numerator shall not be less
than the Class Investor Interest minus the Supplement Cash
allocable to such Class as of the first day of the Due Period in
which such Rapid Amortization Event occurs; or
(d) when used with respect to Principal
Collections on and after the occurrence of a Fixed Principal
Allocation Adjustment, the percentage equivalent of a fraction
(a) the numerator of which shall be the greater of (i) the amount
of Class Investor Interest minus Supplemental Cash allocable to
such Class on the first day of the Due Period prior to the
occurrence of a Fixed Principal Allocation Event multiplied by
the Fixed Principal Allocation Adjustment Factor and (ii) the
amount of the Class Investor Interest minus the Supplemental Cash
allocable to such Class on the first day of the related Due
Period and (b) the denominator of which shall be the greater of
(i) the amount of Principal Receivables in the Trust on the first
day of the related Due Period or (ii) the sum of the numerators
used in calculating the components of the Series Percentage with
respect to Principal Collections for each Series then outstanding
(including the Series established hereby) as of such Distribution
Date; provided, however, that following the occurrence of a Rapid
Amortization Event, then, on each Distribution Date beginning
with the Distribution Date related to the Due Period in which the
Rapid Amortization Event occurs, such numerator shall be the
Class Investor Interest minus the Supplemental Cash allocable to
such Class on the first day of the Due Period in which such Rapid
Amortization Event occurs; or
(e) when used with respect to Finance Charge
Collections during the Revolving Period, the Controlled
Accumulation Period or the Controlled Amortization Period, as
applicable, the percentage equivalent of a fraction the numerator
of which shall be the amount of the Class Investor Interest minus
the Supplemental Cash allocable to such Class on the first day of
the related Due Period and the denominator of which shall be the
greater of (i) the amount of Principal Receivables in the Trust
on the first day of the related Due Period and (ii) the sum of
the numerators used in calculating the components of the Series
Percentage with respect to Finance Charge Collections for each
series then outstanding (including the Series established hereby)
as of such Distribution Date; or
(f) when used with respect to Finance Charge
Collections during the Rapid Amortization Period, on each
Distribution Date beginning with the Distribution Date related to
the Due Period in which such Rapid Amortization Event occurs, the
percentage equivalent of a fraction the numerator of which shall
be the amount of the Class Investor Interest minus the
Supplemental Cash allocable to such Class on the last day of the
Due Period prior to the occurrence of a Rapid Amortization Event,
and the denominator of which shall be the greater of (i) the
amount of Principal Receivables in the Trust on the first day of
the related Due Period or (ii) the sum of the numerators used in
calculating the components of the series percentage with respect
to Finance Charge Collections for each series then outstanding
(including the Series established hereby) as of such Distribution
Date.
"Class Principal Collections" shall mean, with respect
to any Class with respect to any day or any Distribution Date, an
amount equal to the product of (x) the Class Percentage with
respect to Principal Collections for the related Distribution
Date and (y) the amount of Principal Collections for such day or
for the related Due Period, as applicable.
"Class Rapid Amortization Amount," if applicable, with
respect to each Class and any Distribution Date during the Rapid
Amortization Period shall mean the Class Investor Interest.
"Class Rapid Amortization Amount Shortfall," if
applicable, with respect to each Class and any Distribution Date
during the Rapid Amortization Period shall have the meaning set
forth in Section 8(d)(45), 8(d)(46) or 8(d)(47).
"Class Required Amount" with respect to any Class on any
Distribution Date, shall mean the sum of (i) Certificate Interest
with respect to such Class for such Distribution Date, (ii) the
Class Monthly Deficiency Amount on the immediately preceding
Distribution Date, (iii) the Class Deficiency Amount on the
immediately preceding Payment Date multiplied by a fraction the
numerator of which is the weighted average of the Certificate
Rates or of the Class Weighted Average Certificate Rates, as
applicable, for such Class plus two percent per annum for each
Due Period subsequent to the immediately preceding Payment Date
and the denominator of which is (x) if the relevant Certificate
Rate is to be calculated on the basis of the actual number of
days elapsed and a 360-day year, 360 divided by the actual number
of days from and including the immediately preceding Distribution
Date (or, in the case of the first Distribution Date, from and
including the Series Closing Date) to but excluding the current
Distribution Date or (y) if the relevant Certificate Rate is to
be calculated on the basis of a 360-day year of twelve 30-day
months, twelve (or, in the case of the first Distribution Date,
360 divided by the number of days from and including the Series
Closing Date), (iv) if on the immediately preceding Distribution
Date a Reimbursed Loss Event occurred, the sum of (A) the
Reimbursed Loss Interest for each previous Distribution Date
since the last Distribution Date on which the aggregate amount of
unreimbursed Investor Losses for such Class equalled zero, (B)
the Reimbursed Loss Interest Gross-up Amount for each previous
Distribution Date since the last Distribution Date on which the
aggregate amount of unreimbursed Investor Losses for such Class
equalled zero and (C) for any Distribution Date following the
Distribution Date immediately following the Reimbursed Loss Event
to and including the next Payment Date, the Reimbursed Loss
Interest Gross-up Amount for such Distribution Date and (v) the
sum of all accrued but unpaid Class Monthly Servicing Fees.
"Class Weighted Average Certificate Rate," if
applicable, shall mean, for any Class composed of two or more
Subclasses, for any Distribution Date, the percentage equivalent
of a fraction the numerator of which is the sum of, for each
Subclass of such Class, the product of the Class Invested Amount
for such Subclass and the Certificate Rate for such Subclass for
such Distribution Date, and the denominator of which is the Class
Invested Amount for such Class.
"Commercial Paper Determination Date," if applicable,
shall have the meaning set forth in the Series Term Sheet.
"Commercial Paper Rate," if applicable, shall mean, with
respect to any Commercial Paper Determination Date, the rate
equal to the Money Market Yield on such Commercial Paper
Determination Date of the rate for commercial paper having a
maturity of 30 days as published by the Board of Governors of the
Federal Reserve System in "Statistical Release H.15 (519),
Selected Interest Rates," or any successor publication, the rate
for dealers under the heading "Commercial Paper." In the event
that such rate is not published on such date, then the Commercial
Paper Rate will be the Money Market Yield on such date of the
rate for Commercial Paper having a maturity of 30 days as
published by the Federal Reserve Bank of New York in the daily
statistical release "Composite 3:30 p.m. Quotations for U.S.
Government Securities" ("Composite Quotations") under the heading
"Commercial Paper." If on such date the rate for commercial
paper is not yet published in either H.15 (519) or Composite
Quotations, the Commercial Paper Rate for such date shall be
calculated by the Trustee and shall be the Money Market Yield of
the arithmetic mean (rounded to the nearest one-hundredth of a
percent, with five hundred one-thousandths of a percent rounded
upward) of the offered rates, as of 11:00 a.m., New York City
time, of three leading dealers of commercial paper in New York
City selected by the Trustee on such date, for commercial
paper having a maturity of 30 days placed for an industrial
issuer whose bond rating is "AA" or the equivalent, from either
Rating Agency. In the event that such rates are not available on
such date, then the Commercial Paper Rate shall be the Money
Market Yield of the rate for commercial paper so provided in a
comparable source. The Commercial Paper Rate shall be determined
by the Trustee. For purposes of this definition of Commercial
Paper Rate, the term "Money Market Yield" shall mean a yield
(expressed as a percentage rounded to the nearest one-hundredth
of a percent, with five hundred one-thousandths of a percent
rounded upwards) calculated in accordance with the following
formula:
Money Market Yield = D x 360 x 100
360 - (D x M)
where "D" refers to the per annum rate for commercial paper
quoted on a bank discount basis and expressed as a decimal, and
"M" refers to the actual number of days in the related Interest
Accrual Period.
"Controlled Accumulation Period," if applicable, shall
have the meaning set forth in the Series Term Sheet, subject in
the case of any Variable Accumulation Series to variation in
accordance with Section 18 hereof.
"Controlled Accumulation Period Length," if applicable,
shall have the meaning set forth in Section 18.
"Controlled Amortization Period," if applicable, shall
have the meaning set forth in the Series Term Sheet.
"Coupon Cap Provider," if any, shall mean the entity
listed as such in the Series Term Sheet, in its capacity as
obligor under the Class Coupon Cap Agreement, or if any
Replacement Class Coupon Cap Agreement or Qualified Substitute
Cap Arrangements are obtained pursuant to Section 13, the obligor
with respect to such Replacement Class Coupon Cap Agreement or
Qualified Substitute Cap Arrangements.
"Credit Enhancement" shall have the meaning set forth in
the Series Term Sheet.
"Determination Date" for any month shall mean the second
Business Day preceding the Distribution Date for such month.
"Distribution Date" shall have the meaning set forth in
the Series Term Sheet.
"Drawing Date" shall mean the first Business Day
preceding each Distribution Date.
"Embedded Coupon Cap," if applicable, shall have the
meaning set forth in the Series Term Sheet with respect to any
Class or Subclass.
"Excess Funding Amount (General)" for any Distribution
Date shall mean the amount on deposit in the Excess Funding
Account (General) less investment earnings.
"Excess Funding Amount (SRC)" for any Distribution Date
shall mean the amount on deposit in the Excess Funding Account
(SRC) less investment earnings.
"Expected Monthly Principal" for the Group to which the
Series established hereby belongs shall be no greater than the
product of (i) the lowest of the monthly principal payment rates
(determined by dividing Principal Collections during a Due Period
by the amount of Principal Receivables in the Trust as of the
last day of the preceding Due Period), expressed as a decimal for
the 12 calendar months preceding the date of such calculation;
provided, however, that such calculation period may be shortened
by the Servicer if payment terms have been materially changed
during such 12 calendar month period with respect to the
Accounts, and (ii) the sum of the Series Invested Amounts for all
outstanding series in the Group to which the Series established
hereby belongs, minus the sum of all Class Invested Amounts for
any Seller Retained Classes for all outstanding series in the
Group to which the Series established hereby belongs.
"Fixed Accumulation Series" shall mean each outstanding
Series for which the commencement date of the Controlled
Accumulation Period may not be changed at the option of the
Servicer.
"Fixed Principal Allocation Adjustment" shall have the
meaning specified in Section 23.
"Fixed Principal Allocation Adjustment Factor" with
respect to any Class with respect to any Distribution Date shall
mean (i) in the case of any Class of any Variable Accumulation
Series, a fraction the numerator of which is the Controlled
Accumulation Period Length (as recalculated solely for the
purpose of determining the Fixed Principal Allocation Adjustment
Factor on the first Determination Date following the day notice
is given pursuant to Section 23) and the denominator of which is
the number of months (including the current month) remaining
until the Class Expected Final Payment Date for such Class, and
(ii) in the case of any Class having a Controlled Amortization
Amount or any Class of a Fixed Accumulation Series, a fraction
the numerator of which is the Controlled Amortization Amount or
the Controlled Accumulation Amount, as applicable, and the
denominator of which is the sum of (a) the Controlled
Amortization Amount or the Controlled Accumulation Amount, as
applicable, and (b) the Group Available Principal Amount (as
adjusted to deduct any portion of the Group Available Principal
Amount used, in the discretion of the Servicer, to determine the
Fixed Principal Allocation Adjustment Factor with respect to any
Class of any other Series in the Group to which the Series
established hereby belongs) on such Distribution Date.
"Fixed Principal Allocation Event" shall mean the
earliest of (a) the beginning of the Due Period immediately
following the Due Period related to the Distribution Date during
the Controlled Amortization Period or the Controlled Accumulation
Period, as applicable, with respect to the Series established
hereby on which the Series Available Principal Amount is less
than zero; (b) the date on which a Rapid Amortization Event with
respect to the Series established hereby occurs; or (c) a date
selected by the Servicer, if any, provided that the Servicer
provides notification of such date to the Seller, the Trustee,
the Third Party Credit Enhancement Provider, if any, and the
Rating Agencies no later than two Business Days prior to such
selected date.
"Funded Third Party Credit Enhancement" shall mean any
Third Party Credit Enhancement that consists of funds on deposit
in one or more segregated trust accounts in the corporate trust
department of an office or branch of a Qualified Trust
Institution or an Eligible Institution for the benefit of the
Investor Certificateholders and, if so specified, the Third Party
Credit Enhancement Provider, of the Series established hereby,
including, without limitation, a reserve account or a cash
collateral account.
"Group Available Principal Amount" shall mean, with
respect to each Distribution Date, (i) the amount remaining on
deposit in the Group Principal Collections Reallocation Account
on such Distribution Date after all withdrawals have been made
from such account for the benefit of any Series in the same Group
as the Series established hereby (including the Series
established hereby), but before such amount is withdrawn from the
Group Principal Collections Reallocation Account and paid to the
Seller pursuant to Section 8(b)(49), 8(c)(58) or 8(d)(53) minus
(ii) (x) the amount deposited in the Group Principal Collections
Reallocation Account pursuant to any provisions similar to
Section 8(b)(47) with respect to any series in the Group to which
the Series established hereby is a member from any series that
has a controlled amortization period or controlled accumulation
period, as applicable, beginning before the latest Class Expected
Final Payment Date for the Series established hereby, (y) the
amount deposited in the Group Principal Collections Reallocation
Account pursuant to any provisions similar to Section 8(c)(56)
with respect to any series in the Group to which the Series
established hereby is a member from any series that has a
controlled amortization period or controlled accumulation period,
as applicable, ending before the latest Class Expected Final
Payment Date for the Series established hereby and (z) the amount
deposited in the Group Principal Collections Reallocation Account
pursuant to any provisions similar to Section 8(d)(51).
"Group Excess Funding Amount" shall mean an amount equal
to the product of (i) the Aggregate Excess Funding Amount and
(ii) a fraction (a) the numerator of which is the sum of the
numerators used in calculating the class percentage with respect
to the principal collections for all classes of all series
(including the Classes of the Series established hereby) in the
Group to which the Series established hereby belongs and (b) the
denominator of which is the sum of the numerators used in
calculating the Class Percentage with respect to the principal
collections for all classes (including the Classes of the Series
established hereby) of all outstanding series.
"Group Finance Charge Collections Reallocation Account"
shall have the meaning specified in Section 7(b).
"Group Pre-Funding Reallocation Account," if applicable,
shall have the meaning specified in Section 7(b).
"Group Principal Collections Reallocation Account" shall
have the meaning specified in Section 7(b).
"Initial Scheduled Controlled Accumulation Period
Length," if applicable, shall have the meaning set forth in the
Series Term Sheet.
"Interest Accrual Period" shall mean, with respect to
any Interest Payment Date, the period from and including the
Interest Payment Date immediately preceding such Interest Payment
Date (or, in the case of the first Interest Payment Date, from
and including the Series Closing Date) to but excluding such
Interest Payment Date.
"Interest Payment Date" shall mean each date designated
as such in the Series Term Sheet.
"Investor Accounts" shall mean, in addition to Investor
Accounts established pursuant to the Pooling and Servicing
Agreement, the Series Collections Account, the Series Principal
Collections Account, the Series Principal Funding Account, the
Series Interest Funding Account, the Series Pre-Funding Account
(if applicable), the Pre-Funding Special Reserve Account (if
applicable), the PFA Special Reserve Account, the Series
Distribution Account, the Group Finance Charge Collections
Reallocation Account, the Group Principal Collections
Reallocation Account and the Group Pre-Funding Reallocation
Account.
"Investor Loss" with respect to each Class, shall mean
the amount determined pursuant to Section 11(b) and, in the event
the Receivables are sold pursuant to Section 12.01(b) of the
Pooling and Servicing Agreement, the amount, if any, by which the
Class Investor Interest (determined immediately prior to such
sale) exceeds the net proceeds of such sale payable to such
Class.
"Investor Servicing Fee" shall mean, with respect to any
Distribution Date, an amount equal to the product of (i) the
Investor Servicing Fee Percentage and (ii) the Series Investor
Interest minus the Supplemental Cash allocable to such Series on
the first day of the related Due Period (or in the case of the
first Distribution Date for the Series established hereby, the
Series Initial Investor Interest less the Series Pre-Funding
Amount, if any).
"Investor Servicing Fee Percentage" shall mean the
percentage identified as such in the Series Term Sheet.
"LIBOR," if applicable, shall mean, with respect to any
LIBOR Determination Date, the rate for deposits in United States
dollars for a period equal to the relevant Interest Accrual
Period that appears on Telerate Page 3750 as of 11:00 a.m.,
London time, on such day. If such rate does not appear on
Telerate Page 3750, the rate will be determined by the Trustee on
the basis of the rates at which deposits in United States dollars
are offered by four major banks in the London interbank market,
selected by the Trustee, at approximately 11:00 a.m., London
time, on such day to prime banks in the London interbank market
for a period equal to the relevant Interest Accrual Period
commencing on that day. The Trustee will request the principal
London office of each such bank to provide a quotation of its
rate. If at least two such quotations are provided, the rate
will be the arithmetic mean of the quotations. If fewer than two
quotations are provided as requested, the rate for that day will
be the arithmetic mean of the rates quoted by four major banks in
New York City, selected by the Trustee, at approximately 11:00
a.m., New York City time, on that day for loans in United States
dollars to leading European banks for a period equal to the
relevant Interest Accrual Period commencing on that day.
"LIBOR Business Day," if applicable, shall mean a day
other than a Saturday or a Sunday on which banking institutions
in the City of London, England and in New York, New York are not
required or authorized by law to be closed.
"LIBOR Determination Date," if applicable, shall have
the meaning set forth in the Series Term Sheet.
"Minimum Controlled Accumulation Period Length" shall
mean, for any Variable Accumulation Series, the number of months
so specified in the Series Term Sheet.
"Minimum Seller Interest," for any day or Distribution
Date shall mean an amount equal to the positive difference, if
any, between (i) the Minimum Principal Receivables Balance and
(ii) (A) the Aggregate Investor Interest minus (B) the sum of (x)
the series pre-funding amounts, if any, for all outstanding
series, (y) the Excess Funding Amount (General) and (z) the
Excess Funding Amount (SRC), for such day or Distribution Date.
"Net Adjusted Yield" shall mean, with respect to any
Distribution Date, the average of the percentages obtained for
each of the three preceding Due Periods by subtracting the Base
Rate from the Net Yield for such Due Period.
"Net Yield" shall mean, with respect to any Due Period
or any Distribution Date, the annualized percentage equivalent of
a fraction (a) the numerator of which is the sum of the (i)
Series Finance Charge Collections, (ii) Series Additional
Allocable Amounts, (iii) finance charge collections and
additional allocable amounts, if any, reallocated to the Series
established hereby pursuant to Sections 8(b)(26-31), 8(c)(23-28)
and 8(d)(24-29) minus (iv) the Series Investor Charged-Off
Amount, and (b) the denominator of which is the Series Invested
Amount.
"Non-Variable Accumulation Series" shall mean each
outstanding Series that is not a Variable Accumulation Series.
"Paired Series," if applicable, shall have the meaning
set forth in Section 22.
"PFA Covered Amount," if applicable, for any
Distribution Date with respect to the Controlled Accumulation
Period will be equal to (A) if the Investor Certificates are
fixed rate certificates, one-twelfth of the product of (i) the
Class Weighted Average Certificate Rate and (ii) the amount on
deposit in the Series Principal Funding Account, if any, as of
the preceding Distribution Date or (B) if the Investor
Certificates are floating rate certificates, the product of (i) a
fraction, the numerator of which is the actual number of days in
the interest period and the denominator of which is 360, (ii) the
Class Weighted Average Certificate Rate and (iii) the amount on
deposit in the Series Principal Funding Account, if any, as of
the preceding Distribution Date.
"PFA Special Reserve Account," if applicable, shall have
the meaning set forth in Section 7(g)(1).
"PFA Special Reserve Account Factor," if applicable,
shall mean, with respect to any Determination Date, the
percentage equivalent of a fraction, the numerator of which is
the number of Due Periods scheduled to be included in the
Controlled Accumulation Period as of such date and the
denominator of which is the Initial Scheduled Controlled
Accumulation Period Length (which percentage shall never exceed
100%).
"PFA Special Reserve Account Funding Date," if
applicable, shall mean the Distribution Date with respect to the
Due Period that commences 12 months prior to the first Due Period
of the Controlled Accumulation Period (as such may be postponed
pursuant to Section 18), provided that, upon notice to the
Servicer and the Trustee, the Seller may delay the PFA Special
Reserve Account Funding Date to the Distribution Date related to
the Due Period that occurs not later than the number of months
prior to the scheduled commencement date of the Controlled
Accumulation Period determined in accordance with the following
schedule:
Number of Months
Net Adjusted Yield (rounded up to nearest whole number)
Less than 2%
The product of (i) the PFA Special Reserve
Required Percentage divided by 1%, (ii) the PFA
Special Reserve Account Factor and (iii) 12
2% or more, but less
than 3 The product of (i) the PFA Special Reserve
Required Percentage divided by 2%, (ii) the PFA
Special Reserve Account Factor and (iii) 12
3% or more, but less
than 4% The product of (i) the PFA Special Reserve
Required Percentage divided by 3%, (ii) the PFA
Special Reserve Account Factor and (iii) 12
4% or more The product of (i) the PFA Special Reserve
Required Percentage divided by 4%, (ii) PFA
Special Reserve Account Factor and (iii) 12
"PFA Special Reserve Required Amount," if applicable,
shall mean, with respect to any Distribution Date prior to the
PFA Special Reserve Account Funding Date, $0, and on or after the
PFA Special Reserve Account Funding Date, the product of (a) the
product of (i) the PFA Special Reserve Required Percentage and
(ii) the Series Invested Amount less the Class Invested Amount of
all Seller Retained Classes as of the preceding Distribution Date
(after giving effect to all changes therein on such date) and (b)
the PFA Special Reserve Account Factor as of such Distribution
Date.
"PFA Special Reserve Required Amount Shortfall," if
applicable, shall mean the positive difference, if any, between
the PFA Special Reserve Required Amount and the amount on deposit
in the PFA Special Reserve Account.
"PFA Special Reserve Required Percentage," if
applicable, shall be the percentage set forth in the Series Term
Sheet.
"Pre-Funding Covered Amount," if applicable, with
respect to the Pre-Funding Period will be equal to (A) if the
Investor Certificates are fixed rate certificates, one-twelfth of
the product of (i) the Class Weighted Average Certificate Rate
and (ii) the amount on deposit in the Series Pre-Funding Account,
if any, as of the preceding Distribution Date or (B) if the
Investor Certificates are floating rate certificates, the product
of (i) a fraction, the numerator of which is 360 and the
denominator of which is the actual number of days in the interest
period, (ii) the Class Weighted Average Certificate Rate and
(iii) the amount on deposit in the Series Pre-Funding Account, if
any, as of the preceding Distribution Date.
"Pre-Funding Period," if applicable, shall have the
meaning set forth in Section 7(h)(3).
"Pre-Funding Special Reserve Account," if applicable,
shall have the meaning set forth in Section 7(h)(1).
"Pre-Funding Special Reserve Amount," if applicable, for
any Distribution Date shall mean the amount on deposit in the
Pre-Funding Special Reserve Account for such Distribution Date.
"Pre-Funding Special Reserve Amount Shortfall," if
applicable, shall mean the positive difference, if any between
the Pre-Funding Special Reserve Required Amount and the Pre-
Funding Special Reserve Amount.
"Pre-Funding Special Reserve Required Amount," if
applicable, shall have the meaning set forth in the Series Term
Sheet.
"Principal Payment Date," if applicable, shall mean each
date designated as such in the Series Term Sheet.
"Purchased Class" shall have the meaning specified in
Section 21.
"Qualified Substitute Cap Arrangement," if applicable,
shall have the meaning specified in Section 13.
"Qualified Third Party Credit Enhancement Provider," if
applicable, shall mean (i) if the Third Party Credit Enhancement
is not Funded Third Party Credit Enhancement, an institution that
meets the Qualified Third Party Credit Enhancement Provider
rating requirements set forth in the Series Term Sheet at the
time of the funding of such Third Party Credit Enhancement, or
(ii) if the Third Party Credit Enhancement is a Funded Credit
Enhancement, an institution that meets the Qualified Third Party
Credit Enhancement Provider rating requirements set forth in the
Series Term Sheet (or, in either subsection (i) or (ii) such
lesser requirements as the applicable Rating Agency shall allow);
provided, however, that in the event the Servicer elects to
obtain Third Party Credit Enhancement that is not Funded Third
Party Credit Enhancement and is unable after the exercise of its
best efforts to obtain from a Qualified Third Party Credit
Enhancement Provider as so defined such Third Party Credit
Enhancement with respect to which the representations set forth
in Section 10(a) shall be true, the term "Qualified Third Party
Credit Enhancement Provider" shall mean a Person who satisfies
such requirements except that its long-term unsecured debt rating
by any nationally recognized rating agency may be lower than that
set forth in such requirements, but shall not be lower than the
highest credit rating of any Person who otherwise satisfies said
requirements and from whom the Servicer is able to obtain such a
Third Party Credit Enhancement.
"Rapid Amortization Commencement Date" shall mean the
earlier of the date on which a Rapid Amortization Event is deemed
to occur pursuant to Section 9.01 of the Pooling and Servicing
Agreement or pursuant to Section 16 hereof.
"Rapid Amortization Event" shall mean any event
specified in Section 9.01 of the Pooling and Servicing Agreement
or in Section 16 hereof.
"Rapid Amortization Period" shall mean the period from,
and including, the Rapid Amortization Commencement Date to, and
including, the earlier of (i) the date of the final distribution
to Investor Certificateholders of the Series established hereby
or
(ii) the Series Termination Date. The first Distribution Date of
the Rapid Amortization Period shall be the Distribution Date in
the calendar month following the Rapid Amortization Commencement
Date.
"Rating Agency" shall mean ▇▇▇▇▇'▇ or Standard & Poor's.
"Rating Agencies" shall mean both ▇▇▇▇▇'▇ and Standard & Poor's.
"Reimbursed Loss Event" shall mean, with respect to each
Class, any Distribution Date on which the aggregate amount of
unreimbursed Investor Losses for such Class is reduced to zero in
accordance with Section 11(b), provided that if the Class
Invested Amounts for all Classes senior to such Class have been
reduced to zero and such Reimbursed Loss Event occurs on such
Class's Final Expected Payment Date, the Reimbursed Loss Event
shall be deemed to occur on the current Distribution Date for the
purposes of calculation of such Class's Modified Required Amount.
"Reimbursed Loss Interest" shall mean, with respect to
each Class for any Distribution Date, an amount equal to the
product of (i) the aggregate amount of Investor Losses that have
not been reimbursed prior to the commencement of the related Due
Period and (ii) a fraction the numerator of which is the
Certificate Rate or the Class Weighted Average Certificate Rate,
as applicable, for such Class for the related Due Period and the
denominator of which is (x) if the relevant Certificate Rate is
to be calculated on the basis of the actual number of days
elapsed and a 360-day year, 360 divided by the actual number of
days from and including the immediately preceding Distribution
Date to but excluding the current Distribution Date or (y) if the
relevant Certificate Rate is to be calculated on the basis of a
360-day year of twelve 30-day months, twelve.
"Reimbursed Loss Interest Gross-up Amount" shall mean,
with respect to each Class for any Distribution Date, an amount
equal to the product of (i) the positive difference, if any,
between the Class Alternative Deficiency Amount for the
immediately preceding Payment Date and the Class Deficiency
Amount for the immediately preceding Payment Date and (ii) a
fraction the numerator of which is the Certificate Rate or the
Class Weighted Average Certificate Rate, as applicable, for such
Class for the related Due Period and the denominator of which is
(x) if the relevant Certificate Rate is to be calculated on the
basis of the actual number of days elapsed and a 360-day year,
360 divided by the actual number of days from and including the
immediately preceding Distribution Date to but excluding the
current Distribution Date or (y) if the relevant Certificate Rate
is to be calculated on the basis of a 360-day year of twelve 30-
day months, twelve.
"Replacement Class Coupon Cap Agreement," if any, shall
mean an interest rate cap agreement or other interest rate
protection having substantially the same terms and conditions as
the Class Coupon Cap Agreement that it replaces, and otherwise
satisfying the conditions set forth in Section 13.
"Required Daily Deposit" for any Business Day shall mean
an amount equal to:
(a) during the Revolving Period, an amount
equal to the lesser of (A) the Series Finance Charge Collections
for such Business Day and (B) the difference between (i) the
Class Modified Required Amounts (plus, if Sears is not the
Servicer, the Series Monthly Servicing Fee for each Business Day)
for all Classes of such Series and (ii) amounts previously
deposited in the Collections Account with respect to such amounts
with respect to the current Due Period pursuant to this
subsection (a);
(b) during the Controlled Amortization Period
or Controlled Accumulation Period, as applicable, an amount equal
to the sum of:
(1) the amount set forth in subsection (a); and
(2) the lesser of (A) the Class Principal
Collections for all Classes of such Series for such Business Day
minus any Seller Retained Class Principal Collections for such
Business Day and (B) the positive difference, if any, between (i)
the Class Controlled Amortization Amount or the Class Controlled
Accumulation Amount, as applicable, for each Class and (ii)
amounts previously deposited in the Collections Account with
respect to such amounts with respect to the current Due Period
pursuant to this subsection (b); provided, however, that such
amount shall not exceed the Class Controlled Amortization Amount
or Class Controlled Accumulation Amount, as applicable; and
(c) during the Rapid Amortization Period, an
amount equal to the sum of (i) the Series Finance Charge
Collections for such Business Day and (ii) the Class Principal
Collections for each Class of such Series minus (iii) any Seller
Retained Class Principal Collections for such Business Day;
provided, however, that the Series Finance Charge Collections and
Series Principal Collections received each Business Day shall be
estimated in accordance with the terms of the Pooling and
Servicing Agreement.
"Revolving Period" shall have the meaning set forth in
the Series Term Sheet.
"Seller Retained Class," as specified in the Series Term
Sheet, shall mean any Class of Investor Certificates owned by the
Seller.
"Seller Retained Class Principal Collections" shall
mean, with respect to any day or any Distribution Date, an amount
equal to the Class Percentage of a Seller Retained Class
multiplied by the Series Principal Collections for such day or
Distribution Date.
"Seller Retained Class Purchase Date" shall have the
meaning set forth in Section 21.
"Series Additional Allocable Amounts," if any, shall
mean, for any Distribution Date, the sum of the (i) Series Yield
Collections, (ii) Series Investment Income, (iii) Class Coupon
Cap Payment, if any, (iv) Series Additional Investor Funds, (v)
amounts withdrawn from the PFA Special Reserve Account pursuant
to Section 7(g)(3), and (vi) amounts withdrawn from the Pre-
Funding Special Reserve Account pursuant to Section 7(h)(3).
"Series Additional Funds," if applicable, shall mean,
for any Distribution Date, the Additional Funds deposited into
the Series Collections Account for the Series established hereby
on such Distribution Date.
"Series Additional Investor Funds," if applicable, shall
mean, for any Distribution Date, the Series Additional Funds, if
any, that are not applied to the payment of the Investor Monthly
Servicing Fee pursuant to Section 12.
"Series Aggregate Excess Funding Amount" shall mean an
amount equal to (i) a fraction (a) the numerator of which is the
Series Investor Interest and (b) the denominator of which is the
sum of the Series Investor Interests for all outstanding Series
multiplied by (ii) the Group Excess Funding Amount.
"Series Allocable Investment Amount" shall mean, with
respect to any Distribution Date, the sum of (i) the product of
(a) the investment income on funds on deposit in the Collections
Account for the related Due Period and (b) a fraction the
numerator of which is the sum of the numerators for all Classes
in this Series used in calculating the Class Percentage with
respect to Finance Charge Collections and the denominator of
which is the sum of the numerators used in calculating the class
percentage with respect to Finance Charge Collections for all
classes of all outstanding series and (ii) the product of (x) the
investment income on funds on deposit in the Group Collections
Account for the Group to which the Series established hereby is a
member for the related Due Period and (y) a fraction the
numerator of which is the sum of the numerators for all Classes
in the Series established hereby used in calculating the Class
Percentage with respect to Finance Charge Collections and the
denominator of which is the sum of the numerators used in
calculating the class percentage with respect to Finance Charge
Collections for all classes of all series in the Group to which
the Series established hereby is a member.
"Series Available Principal Amount" shall mean, for any
Distribution Date, for each series that is a member of the same
Group as the Series established hereby (including the Series
established hereby) that is in its Controlled Amortization Period
or Controlled Accumulation Period, as applicable, an amount
calculated as follows: For each such series, seriatim, beginning
with the series with the largest series investor interest as of
such Distribution Date (and if more than one series has the same
series investor interest on such Distribution Date, beginning
with whichever of such series has the longest time remaining in
its controlled amortization period or controlled accumulation
period, as applicable (assuming that no rapid amortization event
occurs with respect to such series)), an amount equal to (x) the
Group Available Principal Amount less (y) the difference between
the series required principal amount and the amount of such
series' controlled amortization amount or controlled accumulation
amount, as applicable, that was funded on such Distribution Date
(including any portion of such amount that was funded by amounts
withdrawn from the Group Principal Collections Reallocation
Account pursuant to Sections 8(c)(50-52)). For purposes of
calculating the series available principal amount for each other
such series, the Group Available Principal Amount shall be
reduced by the amount calculated in clause (y) above for each
prior series for which the series available principal amount was
calculated.
"Series Closing Date" shall mean the date designated as
such in the Series Term Sheet.
"Series Collections Account" shall have the meaning
specified in Section 7(a).
"Series Cut-Off Date" shall mean the last day of the Due
Period occurring in the month specified in the Series Term Sheet.
"Series Distribution Account" shall have the meaning
specified in Section 7(a).
"Series Excess Funding Amount (SRC)" shall mean an
amount equal to the product of (i) the Group Excess Funding
Amount (SRC) and (ii) a fraction (a) the numerator of which is
the numerator used in calculating the Class Percentage with
respect to Principal Collections for the Seller Retained Class
and (b) the denominator of which is the sum of the numerators
used in calculating the class percentage with respect to
principal collections for all seller retained classes in the
Group (including the Series established hereby) to which the
Series established hereby is a member.
"Series Excess Servicing," for any Distribution Date,
shall have the meaning set forth in Section 8(b)(18), 8(c)(15) or
8(d)(16), as applicable, for such Distribution Date.
"Series Finance Charge Collections" shall mean, with
respect to any day or any Distribution Date, the sum of the
amount of Class Finance Charge Collections for each Class of such
Series for such day or for the related Due Period, as applicable.
"Series Initial Investor Interest" shall mean an amount
equal to the sum of the Class Initial Investor Interests for all
Classes of the Series established hereby.
"Series Initial Pre-Funding Amount," if applicable,
shall mean the amount specified in the Series Term Sheet.
"Series Interest Funding Account" shall have the meaning
specified in Section 7(d).
"Series Invested Amount" with respect to any
Distribution Date, shall mean the sum of the Class Invested
Amounts for each
Class of the Series established hereby on such Distribution Date.
"Series Investment Income" with respect to any
Distribution Date, shall mean the sum of (a) the income from the
investment of funds on deposit in (i) the Series Principal
Funding Account, (ii) the Series Interest Funding Account, (iii)
the Pre-Funding Special Reserve Account, if any, (iv) the PFA
Special Reserve Account, if any, and (v) the Series Pre-Funding
Account, if any, (b) the income from the investment of funds with
respect to the Series Aggregate Excess Funding Amount and (c) the
Series Allocable Investment Amount.
"Series Investor Charged-Off Amount" shall mean an
amount equal to the sum of the Class Investor Charged-Off Amounts
for all Classes of the Series established hereby.
"Series Investor Interest" with respect to any
Distribution Date, shall mean the sum of the Class Investor
Interests for each Class of the Series established hereby on such
Distribution Date.
"Series Minimum Principal Receivables Balance" shall
mean, with respect to the Series established hereby, on any
Determination Date, the greater of (i) the Series Investor
Interest minus Supplemental Cash on such Determination Date,
divided by .909, or (ii) if a Fixed Principal Allocation Event
has occurred (and a Fixed Principal Allocation Adjustment has not
occurred), the Series Investor Interest minus Supplemental Cash
as of the first day of the Due Period prior to the occurrence of
the Fixed Principal Allocation Event, subject to reduction, in
the event that a Rapid Amortization Event occurs with respect to
any series with which this Series is paired, to an amount equal
to the sum of the then applicable numerators for the Class
Percentages with respect to all classes in such series with
respect to Principal Collections, or (iii) if a Fixed Principal
Allocation Adjustment has occurred, the Series Investor Interest
minus Supplemental Cash as of the first day of the Due Period
prior to the Fixed Principal Allocation Event multiplied by the
Fixed Principal Allocation Adjustment Factor;
provided, however, that following the occurrence of a Rapid
Amortization Event, the amount in clause (iii) shall equal the
Series Investor Interest minus Supplemental Cash as of the first
day of the Due Period prior to the occurrence of such Rapid
Amortization Event; and provided, further, that the Seller may,
upon 30 days' prior notice to the Trustee, the Rating Agencies
and the Third Party Credit Enhancement Provider, if any, reduce
the Series Minimum Principal Receivables Balance by increasing
the divisors set forth above, subject to the condition that the
Seller shall have been notified by the Rating Agencies that such
reduction would not result in a Ratings Event for any Series then
outstanding; and provided, further, that the divisor used in the
calculation of Series Minimum Principal Receivables Balance may
not be increased to more than .980.
"Series Monthly Servicing Fee" shall mean, with respect
to any Distribution Date, the sum of the Class Monthly Servicing
Fees for each Class of the Series established hereby on such
Distribution Date.
"Series Monthly Servicing Fee Additional Funds Portion,"
if applicable, shall mean the product of (i) the Series Monthly
Servicing Fee Additional Funds Portion Percentage and (ii) Series
Investor Interest minus the Supplemental Cash allocable to such
Series on the first day of the related Due Period (or in the case
of the first Distribution Date for the Series established hereby,
the Series Initial Investor Interest less the Series Pre-Funding
Amount, if any).
"Series Monthly Servicing Fee Additional Funds Portion
Percentage," if applicable, shall mean the percentage set forth
in the Series Term Sheet.
"Series Monthly Servicing Fee Additional Funds Portion
Shortfall," if applicable, shall have the meaning set forth in
Section 8(b)(6), 8(c)(4) or 8(d)(8).
"Series Percentage" shall mean, with respect to any
specified category, with respect to any Distribution Date, the
sum of the Class Percentages with respect to such category for
each Class of the Series established hereby on such Distribution
Date.
"Series Pre-Funding Account" shall have the meaning
specified in Section 7(f).
"Series Pre-Funding Amount," if applicable, for any
Distribution Date shall mean the principal amount on deposit in
the Series Pre-Funding Account for such Distribution Date.
"Series Pre-Funding Deadline," if applicable, shall mean
the date set forth in the Series Term Sheet.
"Series Principal Collections" shall mean, with respect
to any day or any Distribution Date, the sum of the amount of
Class Principal Collections for each Class of the Series
established hereby for such day or for the related Due Period, as
applicable.
"Series Principal Collections Account" shall have the
meaning specified in Section 7(a).
"Series Principal Funding Account" shall mean the Series
Principal Funding Account established pursuant to Section 7(c).
Amounts "on deposit in" the Series Principal Funding Account
shall be deemed to be on deposit for the benefit of (i) the Class
A Certificateholders for the period up to and including the
earlier of the (a) Class A Expected Final Payment Date or (b) the
date on which the Class A Invested Amount is paid in full, (ii)
the Class B Certificateholders for the period beginning
immediately after the date specified in subsection (i) and ending
on the earlier of (a) the Class B Expected Final Payment Date and
(b) the date the Class B Invested Amount is paid in full and
(iii) the Class C Certificateholders for the period beginning
immediately after the date specified in subsection (ii) and
ending on the earlier of (a) the Class C Expected Final Payment
Date and (b) the date on which the Class C Invested Amount is
paid in full. Amounts "on deposit in" the Series Principal
Funding Account shall be deemed to include amounts invested in
Permitted Investments pursuant to Section 7(c) unless the context
clearly requires otherwise.
"Series Required Principal Amount" shall mean, with
respect to each Distribution Date, with respect to each Series
that is a member of the same Group as the Series established
hereby (including the Series established hereby) that is in its
controlled amortization period or controlled accumulation period,
as applicable, the product of (x) 1.20 and (y) the Class
Controlled Amortization Amount or the Class Controlled
Accumulation Amount, as applicable, for such series for each such
Distribution Date.
"Series Term Sheet" shall mean the Series Term Sheet
setting forth the terms of the Series of Investor Certificates
issued hereby, to which this Annex is attached.
"Series Termination Date" shall mean the date designated
as such in the Series Term Sheet.
"Series Yield Collections" shall mean, with respect to
any day or any Distribution Date, as applicable, an amount equal
to the product of the Series Yield Factor and the amount of
Series Principal Collections for such day or the related Due
Period, as applicable.
"Series Yield Factor" shall mean the number identified
as such in the Series Term Sheet, as such number may be changed
from time to time pursuant to Section 19.
"Special Payment Date" shall mean each Distribution Date
with respect to the Rapid Amortization Period, including the
Distribution Dates with respect to each Class Expected Final
Payment Date, and all Distribution Dates after any Class Expected
Final Payment Date (in either the Controlled Accumulation Period
or the Rapid Amortization Period) if the Class Invested Amount
has not been reduced to zero on or before such Class Expected
Final Payment Date.
"Stated Controlled Accumulation Period Commencement
Date" shall mean, for any Variable Accumulation Series, the date
so specified in the Series Term Sheet.
"Subclass" with respect to any Class shall mean, if
applicable, each portion of such Class that has a different
Certificate Rate or method of calculating its Certificate Rate.
"Subordinate Class or Classes" shall mean, with respect
to any Class or Classes, the Class or Classes, if any, identified
by the letter or letters of the alphabet succeeding the letter
designating such Class or Classes (e.g., the Subordinate Classes
with respect to Class A are Class B and Class C).
"Subordinate Series" shall mean any Series that is
subordinated in right of payment, in whole or in part, pursuant
to the Series Supplement with respect to such Series, to the
Series established hereby.
"Substitute Index," if applicable, shall have the
meaning specified in Section 13.
"Substitute Index Determination Date," if applicable,
shall have the meaning set forth in the Series Term Sheet.
"Supplemental Cash" for any Distribution Date shall mean
an amount equal to the sum of the Series Pre-Funding Amount and
the Series Aggregate Excess Funding Amount for such Distribution
Date. For purposes of this Series Supplement, allocations of
Supplemental Cash for any Class shall be made according to the
following calculation: the product of (a) the Supplemental Cash
and (b) a fraction the numerator of which is the Class Investor
Interest for such Class and the denominator of which is the
Series Investor Interest.
"Telerate Page 3750," if applicable, shall mean the
display page so designated on the Dow ▇▇▇▇▇ Telerate Service (or
such other page as may replace that page on that service for the
purpose of displaying comparable rates or prices).
"Third Party Credit Enhancement," if applicable, shall
mean any credit enhancement obtained by the Servicer in
accordance with Section 10.
"Third Party Credit Enhancement Account," if applicable,
shall have the meaning specified in Section 7(e).
"Third Party Credit Enhancement Agreement," if
applicable, shall mean the Agreement among the Seller, the
Servicer, the Trustee and the Third Party Credit Enhancement
Provider with respect to the Third Party Credit Enhancement.
"Third Party Credit Enhancement Amount," if applicable,
shall mean the amount on deposit in the Third Party Credit
Enhancement Account as set forth in the Series Term Sheet.
"Third Party Credit Enhancement Drawing," if applicable,
shall mean any drawing made under the Third Party Credit
Enhancement.
"Third Party Credit Enhancement Fee," if applicable,
shall mean, on any Distribution Date, the sum of all fees, costs
and interest payable to the Third Party Credit Enhancement
Provider or the Trustee as administrator of the Third Party
Credit Enhancement for the related Due Period pursuant to the
Third Party Credit Enhancement Agreement.
"Third Party Credit Enhancement Provider," if
applicable, shall have the meaning set forth in the Series Term
Sheet.
"Total Available Third Party Credit Enhancement Amount,"
if applicable, shall mean the amount set forth as such in the
Third Party Credit Enhancement Agreement.
"Variable Accumulation Series" shall mean each
outstanding Series that is not a Fixed Accumulation Series.
SECTION 2. Subordination.
(a) Subordination of Certain Classes.
(i) The Holders of each Class B Investor
Certificate, by their acceptance of such Investor Certificate,
hereby subordinate, for the benefit of the Holders of Class A
Investor Certificates, to the extent and in the manner set forth
in Section 8, all of such Investor Certificateholders' right,
title and interest in and to future distributions due on such
Holders' Investor Certificates.
(ii) The Holders of each Class C Investor
Certificate, by their acceptance of such Investor Certificate,
hereby subordinate, for the benefit of the Holders of Class A
Investor Certificates and the Class B Investor Certificates, to
the extent and in the manner set forth in Section 8, all of such
Investor Certificateholders' right, title and interest in and to
future distributions due on such Holders' Investor Certificates.
(b) No Subordination of Series. The Investor
Certificates of the Series established hereby shall not be
subordinated in right of payment to any other Series, whether
currently outstanding or to be issued in the future. One or more
other Series, however, may be subordinated in right of payment to
the Series established hereby, although the Seller shall have no
obligation to issue such a Subordinate Series. If any
Subordinate Series is issued, such Subordinate Series shall be
subordinate in right of payment to the Series established hereby
only to the extent set forth in the Series Supplement with
respect to such Subordinate Series.
SECTION 3. Representations and Warranties of the
Seller. The representations and warranties of the Seller
contained in Section 2.04 of the Pooling and Servicing Agreement
and the corresponding sections of any Assignment are true on and
as of the date hereof and/or the date set forth in the Pooling
and Servicing Agreement, as applicable. The Seller also
represents and warrants to the Trust as of the date hereof that
the execution, delivery and performance of this Series Supplement
by the Seller have been duly authorized by all necessary
corporate action, do not require any approval or consent of any
governmental agency or authority, do not and will not conflict
with any material provision of the Certificate of Incorporation
or By-Laws of the Seller, do not and will not conflict with, or
result in a breach that would constitute a material default
under, any agreement for borrowed money binding upon or
applicable to it or such of its property that is material to it,
or, to the best of the Seller's knowledge, any law or
governmental regulation or court decree applicable to it or such
material property, and this Series Supplement is the valid,
binding and enforceable obligation of the Seller, except as the
same may be limited by receivership, insolvency, reorganization,
moratorium or similar laws now or hereafter in effect relating to
creditors' rights generally or general principles of equity
(whether considered in a proceeding at law or in equity) and the
discretion of the court before which any proceeding therefor may
be brought.
SECTION 4. Representations and Warranties of the
Servicer. The representations and warranties of the Servicer
contained in Section 3.03 of the Pooling and Servicing Agreement
are true on and as of the date hereof. The Servicer also
represents and warrants to the Trust as of the date hereof that
the execution, delivery and performance of this Series Supplement
by the Servicer have been duly authorized by all necessary
corporate action, do not require any approval or consent of any
governmental agency or authority, do not and will not conflict
with any material provision of the Certificate of Incorporation
or By-Laws of the
Servicer, do not and will not conflict with, or result in a
breach that would constitute a material default under, any
agreement for borrowed money binding upon or applicable to it or
such of its property that is material to it, or, to the best of
the Servicer's knowledge, any law or governmental regulation or
court decree applicable to it or such material property, and this
Series Supplement is the valid, binding and enforceable
obligation of the Servicer, except as the same may be limited by
receivership, insolvency, reorganization, moratorium or similar
laws now or hereafter in effect relating to creditors' rights
generally or general principles of equity (whether considered in
a proceeding at law or in equity) and the discretion of the court
before which any proceeding therefor may be brought.
SECTION 5. Representations and Warranties of the
Trustee. The representations and warranties of the Trustee
contained in Section 11.15 of the Pooling and Servicing Agreement
are true on and as of the date hereof. The Trustee also
represents and warrants as of the date hereof that the Trustee
has full power, authority and right to execute, deliver and
perform this Series Supplement, and has taken all necessary
action to authorize the execution, delivery and performance by it
of this Series Supplement, and this Series Supplement has been
duly executed and delivered by the Trustee.
SECTION 6. Authentication of Certificates.
Pursuant to the request of the Seller, the Trustee shall cause
Investor Certificates in authorized denominations evidencing the
Series established hereby to be duly authenticated and delivered
as of the Series Closing Date to or upon the order of the Seller
pursuant to Section 6.05 of the Pooling and Servicing Agreement.
SECTION 7. Establishment and Administration of
Investor Accounts and the Third Party Credit Enhancement Account.
(a) The Series Distribution Account, the Series
Collections Account and the Series Principal Collections Account.
The Trustee, for the benefit of the Certificateholders of this
Series, shall establish or maintain or cause to be established
and maintained in the name of the Trust, either (i) three non-
interest bearing segregated trust accounts with the corporate
trust department of an office or branch of a Qualified Trust
Institution or (ii) three non-interest bearing segregated demand
deposit accounts at an Eligible Institution (the "Series
Distribution Account," the "Series Collections Account" and the
"Series Principal Collections Account"), each bearing a
designation clearly indicating that the funds deposited therein
are held for the benefit of the Certificateholders of this
Series. The Trust shall possess all right, title and interest in
all funds on deposit in the Series Distribution Account, the
Series Collections Account and the Series Principal Collections
Account. Pursuant to authority granted to it under Section
3.01(b) of the Pooling and Servicing Agreement, the Servicer
shall have the revocable power to instruct the Trustee to
withdraw funds from the Series Distribution Account, the Series
Collections Account and the Series Principal Collections Account
for the purpose of carrying out the duties of the Servicer
hereunder. The Servicer at all times shall maintain accurate
records reflecting each transaction in the Series Distribution
Account, the Series Collections Account and the Series Principal
Collections Account. The Paying Agent also shall have the
revocable authority to make withdrawals from the Series
Distribution Account.
(b) Reallocation Accounts. The Trustee, for the
benefit of the Certificateholders, shall establish and maintain
or cause to be established and maintained in the name of the
Trust, either (i) three non-interest bearing segregated trust
accounts with the corporate trust department of an office or
branch of a Qualified Trust Institution or (ii) three non-
interest bearing segregated demand deposit accounts at an
Eligible Institution, for the Group to which the Series
established hereby belongs (the "Group Finance Charge Collections
Reallocation Account," the "Group Principal Collections
Reallocation Account" and the "Group Pre-Funding Reallocation
Account," if applicable, collectively, the "Reallocation
Accounts"), each bearing a designation clearly indicating that
the funds deposited therein are held for the benefit of the
Certificateholders. The Trust shall possess all right, title and
interest in all funds on deposit from time to time in the
Reallocation Accounts and in all proceeds thereof.
Pursuant to authority granted to it under Section 3.01(b) of the
Pooling and Servicing Agreement, the Servicer shall have the
revocable power to instruct the Trustee to withdraw funds from
the Reallocation Accounts for the purpose of carrying out the
duties of the Servicer hereunder. The Servicer at all times
shall maintain accurate records reflecting each transaction in
each of the Reallocation Accounts.
(c) The Series Principal Funding Account.
(1) The Trustee, for the benefit of the
Certificateholders of this Series, shall establish and maintain
or cause to be established and maintained in the name of the
Trust, either (i) a non-interest bearing segregated trust account
with the corporate trust department of an office or branch of a
Qualified Trust Institution or (ii) a non-interest bearing
segregated demand deposit account at an Eligible Institution (the
"Series Principal Funding Account"), bearing a designation
clearly indicating that the funds deposited therein are held for
the benefit of the Certificateholders of this Series. The Trust
shall possess all right, title and interest in all funds on
deposit from time to time in the Series Principal Funding Account
and in all proceeds thereof. The Series Principal Funding
Account shall be under the sole dominion and control of the
Trustee for the benefit of the Certificateholders of this Series.
Pursuant to authority granted to it under Section 3.01(b) of the
Pooling and Servicing Agreement, the Servicer shall have the
revocable power to instruct the Trustee to withdraw funds from
the Series Principal Funding Account for the purpose of carrying
out the duties of the Servicer hereunder. Any funds on deposit
in the Series Principal Funding Account for more than one
Business Day shall be invested in Permitted Investments under
Section 4.02(c) of the Pooling and Servicing Agreement. The
Servicer at all times shall maintain accurate records reflecting
each transaction in the Series Principal Funding Account. The
Paying Agent also shall have the revocable authority to make
withdrawals from the Series Principal Funding Account.
(2) On or before each Distribution Date with
respect to the Controlled Accumulation Period and the Rapid
Amortization Period, if any, a withdrawal will be made from the
Series Principal Funding Account in an amount equal to the income
from the investment of funds on deposit in the Series Principal
Funding Account. Such amount withdrawn shall be deposited into
the Series Collections Account and shall be treated as a "Series
Additional Allocable Amount."
(d) The Series Interest Funding Account. The Trustee,
for the benefit of the Certificateholders of this Series, shall
establish and maintain or cause to be established and maintained
in the name of the Trust, either (i) a non-interest bearing
segregated trust account in the corporate trust department of an
office or branch of a Qualified Trust Institution or (ii) a non-
interest bearing segregated demand deposit account at an Eligible
Institution (the "Series Interest Funding Account"), bearing a
designation clearly indicating that the funds deposited therein
are held for the benefit of the Certificateholders of this
Series. The Trust shall possess all right, title and interest in
all funds on deposit from time to time in the Series Interest
Funding Account and in all proceeds thereof. Pursuant to
authority granted to it under Section 3.01(b) of the Pooling and
Servicing Agreement, the Servicer shall have the revocable power
to instruct the Trustee to withdraw funds from the Series
Interest Funding Account for the purpose of carrying out the
duties of the Servicer hereunder. The Servicer at all times
shall maintain accurate records reflecting each transaction in
the Series Interest Funding Account. The Paying Agent shall also
have the revocable authority to make withdrawals from the Series
Interest Funding Account.
(e) The Third Party Credit Enhancement Account.
(1) If the Third Party Credit Enhancement is
Funded Third Party Credit Enhancement, the Servicer, for the
benefit of the Certificateholders of this Series and the Third
Party Credit Enhancement Provider, shall establish and maintain
or cause to be established and maintained in the name of the
Trust, either (i) a non-interest bearing segregated trust account
with the corporate trust department of an office or branch of a
Qualified Trust Institution or (ii) a non-interest bearing
segregated demand deposit account at an Eligible Institution (the
"Third Party Credit Enhancement Account"), bearing a designation
clearly indicating that the funds deposited therein are held for
the benefit of the Certificateholders of this Series and the
Third Party Credit Enhancement Provider. The Trust shall possess
all right, title and interest in all funds on deposit from time
to time in the Third Party Credit Enhancement Account and in all
proceeds thereof. The Third Party Credit Enhancement Account
shall be under the sole dominion and control of the Trustee as
the administrator of the Third Party Credit Enhancement for the
benefit of the Certificateholders of this Series and the Third
Party Credit Enhancement Provider. The interest of the Third
Party Credit Enhancement Provider in the Third Party Credit
Enhancement Account shall be subordinated to the interests of the
Certificateholders of this Series to the extent provided herein
and in the Third Party Credit Enhancement Agreement. The Third
Party Credit Enhancement Provider shall not be entitled to
reimbursement from the assets of the Trust for any withdrawals
from the Third Party Credit Enhancement Account except as
specifically provided in this Series Supplement. Pursuant to
authority granted to it under Section 3.01(b) of the Pooling and
Servicing Agreement, the Servicer shall have the revocable power
to instruct the Trustee to withdraw funds from the Third Party
Credit Enhancement Account for the purpose of carrying out the
duties of the Servicer hereunder. Any funds on deposit in the
Third Party Credit Enhancement Account for more than one Business
Day shall be invested in Permitted Investments under Section
4.02(c) of the Pooling and Servicing Agreement. The
Servicer at all times shall maintain accurate records reflecting
each transaction in the Third Party Credit Enhancement Account.
The Paying Agent also shall have the revocable authority to make
withdrawals from the Third Party Credit Enhancement Account.
(2) On each Distribution Date, all interest
and investment earnings (net of losses and investment expenses)
accrued since the preceding Distribution Date on funds on deposit
in the Third Party Credit Enhancement Account shall be paid to
the Trustee as administrator of the Third Party Credit
Enhancement for application in accordance with the provisions of
the Third Party Credit Enhancement Agreement. For purposes of
determining the availability of funds or the balances in the
Third Party Credit Enhancement Account, all such investment
earnings on such funds shall be deemed not to be available or on
deposit. If, on any Distribution Date, after giving effect to
all other deposits to and withdrawals from the Third Party Credit
Enhancement Account as of such Distribution Date, the amount on
deposit in the Third Party Credit Enhancement Account is greater
than the maximum credit enhancement amount provided by the
related Third Party Credit Enhancement Agreement, then the excess
representing such amount shall be withdrawn from the Third Party
Credit Enhancement Account and paid to the Trustee as
administrator of the Third Party Credit Enhancement for
application in accordance with the provisions of the Third Party
Credit Enhancement Agreement.
(3) Upon the earliest to occur of (i) the
termination of the Trust, (ii) the Series Termination Date or
(iii) the day on which the Class Invested Amount for each Class
of the Series established hereby is paid in full, and after
payment of all amounts to be paid on such day from the Third
Party Credit Enhancement Account to or for the benefit of
Investor Certificateholders of the Series established hereby, all
amounts remaining on deposit in the Third Party Credit
Enhancement Account shall be withdrawn from such account and paid
to the Trustee as administrator of the Third Party Credit
Enhancement for application in accordance with the provisions of
the Third Party Credit Enhancement Agreement.
(f) The Series Pre-Funding Account. If the Series Term
Sheet for the Series established hereby so provides, the Trustee,
for the benefit of the Certificateholders of this Series, shall
establish and maintain or cause to be established and maintained
in the name of the Trust, either (i) a non-interest bearing
segregated trust account in the corporate trust department of an
office or branch of a Qualified Trust Institution or (ii) a non-
interest bearing segregated demand deposit account at an Eligible
Institution (the "Series Pre-Funding Account"), bearing a
designation clearly indicating that the funds deposited therein
are held for the benefit of the Certificateholders of this
Series. The Trust shall possess all right, title and interest in
all funds on deposit from time to time in the Series Pre-Funding
Account and in all proceeds thereof. The Series Pre-Funding
Account shall be under the sole dominion and control of the
Trustee for the benefit of the Certificateholders of this Series.
Pursuant to authority granted to it under Section 3.01(b) of the
Pooling and Servicing Agreement, the Servicer shall have the
revocable power to instruct the Trustee to withdraw funds from
the Series Pre-Funding Account for the purpose of carrying out
the duties of the Servicer hereunder. Any funds on deposit in
the Series Pre-Funding Account for more than one Business Day
shall be invested in Permitted Investments under Section 4.02(c)
of the Pooling and Servicing Agreement. The Servicer at all
times shall maintain accurate records reflecting each transaction
in the Series Pre-Funding Account. The Paying Agent shall also
have the revocable authority to make withdrawals from the Series
Pre-Funding Account. On the Series Closing Date, the Seller
shall cause to be deposited into the Series Pre-Funding Account
an amount equal to the Series Initial Pre-Funding Amount. In
connection with such Series Initial Pre-Funding Amount, and on or
before the Series Closing Date, the Servicer shall deliver to the
Trustee, the Seller and the Rating Agencies, a certificate of an
officer of the Servicer stating the size of such Series Pre-
Funding Amount, and certifying that the Servicer reasonably
believes that the establishment and funding of the Series Pre-
Funding Amount will not result in any delay in the payment of
principal to the Investor Certificateholders of any Series then
outstanding.
(g) The PFA Special Reserve Account.
(1) If the Series Term Sheet for the Series
established hereby so provides, the Trustee, for the benefit of
the Certificateholders of this Series, shall establish and
maintain or cause to be established and maintained in the name of
the Trust, either (i) a non-interest bearing segregated trust
account in the corporate trust department of an office or branch
of a Qualified Trust Institution or (ii) a non-interest bearing
segregated demand deposit account at an Eligible Institution (the
"PFA Special Reserve Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the
benefit of the Certificateholders of this Series. The Trust
shall possess all right, title and interest in all funds on
deposit from time to time in the PFA Special Reserve Account and
in all proceeds thereof. The PFA Special Reserve Account shall
be under the sole dominion and control of the Trustee for the
benefit of the Certificateholders of this Series. Pursuant to
authority granted to it under Section 3.01(b) of the Pooling and
Servicing Agreement, the Servicer shall have the revocable power
to instruct the Trustee to withdraw funds from the PFA Special
Reserve Account for the purpose of carrying out the duties of the
Servicer hereunder. Any funds on deposit in the PFA Special
Reserve Account for more than one Business Day shall be invested
in Permitted Investments under Section 4.02(c) of the Pooling and
Servicing Agreement. The Servicer at all times shall maintain
accurate records reflecting each transaction in the PFA Special
Reserve Account. The Paying Agent shall also have the revocable
authority to make withdrawals from the PFA Special Reserve
Account.
(2) Upon the earlier to occur of (i) the Series
Termination Date or (ii) the day on which the Series Invested
Amount is paid in full, the Trustee, acting in accordance with
the instructions of the Servicer, after the prior payment of all
amounts owing to the Investor Certificateholders that are payable
from the PFA Special Reserve Account as provided herein, shall
withdraw from the PFA Special Reserve Account and pay to or at
the direction of the Seller, all amounts, if any, on deposit in
the PFA Special Reserve Account and the PFA Special Reserve
Account shall have terminated for purposes of this Series
Supplement.
(3) On or before each Distribution Date with
respect to the Controlled Accumulation Period, a withdrawal will
be made from the PFA Special Reserve Account in an amount equal
to the lesser of (a) the amount on deposit in the PFA Special
Reserve Account with respect to such Distribution Date and (b)
the excess, if any, of the PFA Covered Amount with respect to
such Distribution Date over the amount of investment earnings on
the amount on deposit in the Series Principal Funding Account
with respect to such Distribution Date. Such amount withdrawn
shall be deposited into the Series Collections Account and
treated as a "Series Additional Allocable Amount."
(h) The Pre-Funding Special Reserve Account.
(1) If the Series Term Sheet for the Series
established hereby so provides, the Trustee, for the benefit of
the Certificateholders of this Series, shall establish and
maintain or cause to be established and maintained in the name of
the Trust, either (i) a non-interest bearing segregated trust
account in the corporate trust department of an office or branch
of a Qualified Trust Institution or (ii) a non-interest bearing
segregated demand deposit account at an Eligible Institution (the
"Pre-Funding Special Reserve Account"), bearing a designation
clearly indicating that the funds deposited therein are held for
the benefit of the Certificateholders of this Series. The
Trust shall possess all right, title and interest in all funds on
deposit from time to time in the Pre-Funding Special Reserve
Account and in all proceeds thereof. The Pre-Funding Special
Reserve Account shall be under the sole dominion and control of
the Trustee for the benefit of the Certificateholders of this
Series. Pursuant to authority granted to it under Section
3.01(b) of the Pooling and Servicing Agreement, the Servicer
shall have the revocable power to instruct the Trustee to
withdraw funds from the Pre-Funding Special Reserve Account for
the purpose of carrying out the duties of the Servicer hereunder.
Any funds on deposit in the Pre-Funding Special Reserve Account
for more than one Business Day shall be invested in Permitted
Investments under Section 4.02(c) of the Pooling and Servicing
Agreement. The Servicer at all times shall maintain accurate
records reflecting each transaction in the Pre-Funding Special
Reserve Account. The Paying Agent shall also have the revocable
authority to make withdrawals from the Pre-Funding Special
Reserve Account.
(2) Upon the earlier to occur of (i) the Series
Termination Date or (ii) the day on which the amount on deposit
in the Series Pre-Funding Account is reduced to zero, the
Trustee, acting in accordance with the instructions of the
Servicer, after the prior payment of all amounts owing to the
Investor Certificateholders that are payable from the Pre-Funding
Special Reserve Account as provided herein, shall withdraw from
the Pre-Funding Special Reserve Account and pay to or at the
direction of the Seller, all amounts, if any, on deposit in the
Pre-Funding Special Reserve Account and the Pre-Funding Special
Reserve Account shall have terminated for purposes of this Series
Supplement.
(3) On or before each Distribution Date with
respect to the period between the Series Closing Date and date
that occurs upon the earlier of (i) the Series Pre-Funding
Deadline and (ii) the date upon which there are no longer funds
on deposit in the Series Pre-Funding Account (the "Pre-Funding
Period"), a withdrawal will be made from the Pre-Funding Special
Reserve Account in an amount equal to the lesser of (a) the
amount on deposit in the Pre-Funding Special Reserve Account with
respect to such Distribution Date and (b) the excess, if any, of
the Pre-Funding Covered Amount with respect to such Distribution
Date over the amount of investment earnings on the amount on
deposit in the Series Pre-Funding Account with respect to such
Distribution Date. Such amount shall be treated as a "Series
Additional Allocable Amount."
(i) Transfer of Investor Accounts. If, at any time any
of the Investor Accounts established in Sections 7(a) - 7(h)
shall be located at an institution that fails to meet the
qualification requirements for an Eligible Institution or a
Qualified Trust Institution, as applicable, the Trustee shall
move or cause to be moved such Investor Account to an institution
meeting the requisite qualifications requirements within ten
Business Days of the date the Trustee becomes aware of such lack
of qualification; provided, however, that if (i) such Account is
a Third Party Credit Enhancement Account and (ii) such Account is
not Funded Third Party Credit Enhancement, then the Trustee shall
move or cause to be moved such Account to an institution meeting
the requisite qualifications requirements within thirty Business
Days of the date the Trustee becomes aware of such lack of
qualification.
SECTION 8. Allocations of Collections.
(a) Deposits into the Series Collections Account. On
or before each Distribution Date, the Servicer shall direct the
Trustee to withdraw from the Group Collections Account and
deposit into the Series Collections Account an amount equal to
(i) the sum of the Series Finance Charge Collections and the
Series Principal Collections and (ii) the Series Excess Funding
Amount (SRC), each for the related Due Period. On or before each
Distribution Date, the Servicer also shall direct the Trustee to
deposit the Series Additional Allocable Amounts, if any, which
have not previously been deposited into the Series Collections
Account.
(b) During the Revolving Period. On or before each
Distribution Date during the Revolving Period, the Servicer shall
direct the Trustee that funds be paid or deposited, and the
Trustee shall apply such funds in the following amounts, to the
extent such funds are available and in the order of priority
specified, to the account or Person indicated, in each case as
set forth below.
(1) Pre-Funding Account. If applicable, on or before
the first Distribution Date following a Series Pre-Funding
Deadline, all amounts on deposit in the Series Pre-Funding
Account shall be deposited into the Series Distribution Account.
(2) Pre-Funding Special Reserve Account. If
applicable, on or before the first Distribution Date following a
Series Pre-Funding Deadline, an amount equal to the Pre-Funding
Special Reserve Amount shall be withdrawn from the Pre-Funding
Special Reserve Account and shall be deposited into the Series
Collections Account as a "Series Additional Allocable Amount."
(3) Class A Monthly Interest. An amount equal to the
lesser of
(A) the Class A Modified Required Amount and
(B) the sum of Series Finance Charge
Collections and Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and
deposited into the Series Distribution Account.
(4) Class B Monthly Interest. An amount equal to the
lesser of
(A) the Class B Modified Required Amount and
(B) the sum of any remaining Series Finance
Charge Collections and any remaining Series Additional Allocable
Amounts
shall be withdrawn from the Series Collections Account and
deposited into the Series Distribution Account.
(5) Class C Monthly Interest. An amount equal to the
lesser of
(A) the Class C Modified Required Amount, if
any, and
(B) the sum of any remaining Series Finance
Charge Collections and any remaining Series Additional Allocable
Amounts
shall be withdrawn from the Series Collections Account and
deposited into the Series Distribution Account.
(6) Series Monthly Servicing Fee Additional Funds
Portion. An amount equal to the lesser of
(A) the Series Monthly Servicing Fee Additional
Funds Portion and
(B) Series Additional Funds
shall be withdrawn from the Series Collections Account and
deposited into the Series Distribution Account. The positive
difference, if any, between the amount in (A) and the amount in
(B) shall be the "Series Monthly Servicing Fee Additional Funds
Portion Shortfall."
(7) Series Monthly Servicing Fee. An amount equal to
the lesser of
(A) the sum of the Series Monthly Servicing Fee
and all accrued but unpaid Series Monthly Servicing Fees as of
the prior Distribution Date less the Series Monthly Servicing Fee
Additional Funds Portion, if any, and
(B) the sum of any remaining Series Finance
Charge Collections and any remaining Series Additional Allocable
Amounts
shall be withdrawn from the Series Collections Account and
deposited into the Series Distribution Account.
(8) Reimbursement of Class A Cumulative Investor
Charged-Off Amounts. An amount equal to the lesser of
(A) the Class A Cumulative Investor Charged-Off
Amount and
(B) the sum of any remaining Series Finance
Charge Collections and any remaining Series Additional Allocable
Amounts
shall be withdrawn from the Series Collections Account and
deposited into the Group Principal Collections Reallocation
Account. The Class A Cumulative Investor Charged-Off Amount
shall be reduced by the amount of such deposit.
(9) Reimbursement of Class B Cumulative Investor
Charged-Off Amounts. An amount equal to the lesser of
(A) the Class B Cumulative Investor Charged-Off
Amount and
(B) the sum of any remaining Series Finance
Charge Collections and any remaining Series Additional Allocable
Amounts
shall be withdrawn from the Series Collections Account and
deposited into the Group Principal Collections Reallocation
Account. The Class B Cumulative Investor Charged-Off Amount
shall be reduced by the amount of such deposit.
(10) Series Monthly Servicing Fee Additional Funds
Portion Shortfall. An amount equal to the lesser of
(A) the Series Monthly Servicing Fee Additional
Funds Portion Shortfall and
(B) the sum of any remaining Series Finance
Charge Collections and any remaining Series Additional Allocable
Amounts
shall be withdrawn from the Series Collections Account and
deposited into the Series Distribution Account.
(11) Reimbursement of Class C Cumulative Investor
Charged-Off Amounts. An amount equal to the lesser of
(A) the Class C Cumulative Investor Charged-Off
Amount and
(B) the sum of any remaining Series Finance
Charge Collections and any remaining Series Additional Allocable
Amounts
shall be withdrawn from the Series Collections Account and
deposited into the Group Principal Collections Reallocation
Account. The Class C Cumulative Investor Charged-Off Amount
shall be reduced by the amount of such deposit.
(12) Shortfalls in the Pre-Funding Special Reserve
Amount. If applicable, an amount equal to the lesser of
(A) the Pre-Funding Special Reserve Amount
Shortfall and
(B) the sum of any remaining Series Finance
Charge Collections and any remaining Series Additional Allocable
Amounts
shall be withdrawn from the Series Collections Account and
deposited into the Pre-Funding Special Reserve Account. The Pre-
Funding Special Reserve Amount Shortfall shall be reduced by the
amount of such deposit.
(13) Shortfalls in the PFA Special Reserve Required
Amount. If applicable, an amount equal to the lesser of
(A) the PFA Special Reserve Required Amount
Shortfall and
(B) the sum of any remaining Series Finance
Charge Collections and any remaining Series Additional Allocable
Amounts
shall be withdrawn from the Series Collections Account and
deposited into the PFA Special Reserve Account. The PFA Special
Reserve Required Amount Shortfall shall be reduced by the amount
of such deposit.
(14) Reimbursement of prior Third Party Credit
Enhancement Drawings. If applicable, an amount equal to the
lesser of
(A) the sum of all unreimbursed Third Party
Credit Enhancement Drawings and
(B) the sum of any remaining Series Finance
Charge Collections and any remaining Series Additional Allocable
Amounts
shall be withdrawn from the Series Collections Account and
deposited into the Third Party Credit Enhancement Account. The
amount of unreimbursed Third Party Credit Enhancement Drawings
shall be reduced by the amount of such deposit.
(15) Third Party Credit Enhancement Fee. If
applicable, an amount equal to the lesser of
(A) the Third Party Credit Enhancement Fee and
(B) the sum of any remaining Series Finance
Charge Collections and any remaining Series Additional Allocable
Amounts
shall be withdrawn from the Series Collections Account and
deposited into the Series Distribution Account.
(16) The Class A Early Termination Premium or the Class
A Early Termination Premium Shortfall, as applicable. If
applicable, on or after the Series Pre-Funding Deadline, an
amount equal to the lesser of
(A) the Class A Early Termination Premium or
the Class A Early Termination Premium Shortfall, as applicable,
and
(B) the sum of any remaining Series Finance
Charge Collections and any remaining Series Additional Allocable
Amounts
shall be withdrawn from the Series Collections Account and
deposited into the Series Distribution Account.
(17) The Class B Early Termination Premium or the
Class B Early Termination Premium Shortfall, as applicable. If
applicable, on or after the Series Pre-Funding Deadline, an
amount equal to the lesser of
(A) the Class B Early Termination Premium or
the Class B Early Termination Premium Shortfall, as applicable,
and
(B) the sum of any remaining Series Finance
Charge Collections and any remaining Series Additional Allocable
Amounts
shall be withdrawn from the Series Collections Account and
deposited into the Series Distribution Account.
(18) Series Excess Servicing. An amount equal to any
remaining Series Finance Charge Collections and any remaining
Series Additional Allocable Amounts (together, "Series Excess
Servicing") shall be withdrawn from the Series Collections
Account and deposited into the Group Finance Charge Collections
Reallocation Account.
(19) Third Party Credit Enhancement Drawing. If
applicable, an amount equal to the lesser of
(A) the Class C Modified Required Amount
Shortfall and
(B) the amount on deposit in the Third Party
Credit Enhancement Account
shall be withdrawn from the Third Party Credit Enhancement
Account and deposited into the Series Distribution Account. The
Class C Modified Required Amount Shortfall and the Third Party
Credit
Enhancement both shall be reduced by the amount of such deposit.
(20) Payment of the Class A Modified Required Amount
Shortfall from a Subordinate Series. If applicable, an amount
equal to the lesser of
(A) the Class A Modified Required Amount
Shortfall and
(B) funds, if any, available to pay such Class
A Modified Required Amount Shortfall from funds initially
allocated to any Subordinate Series
shall be deposited into the Series Distribution Account. The
Class A Modified Required Amount Shortfall shall be reduced by
the amount of such deposit.
(21) Payment of the Class B Modified Required Amount
Shortfall from a Subordinate Series. If applicable, an amount
equal to the lesser of
(A) the Class B Modified Required Amount
Shortfall and
(B) funds, if any, available to pay such Class
B Modified Required Amount Shortfall from funds initially
allocated to any Subordinate Series
shall be deposited into the Series Distribution Account. The
Class B Modified Required Amount Shortfall shall be reduced by
the amount of such deposit.
(22) Payment of the Class C Modified Required Amount
Shortfall from a Subordinate Series. If applicable, an amount
equal to the lesser of
(A) the Class C Modified Required Amount
Shortfall and
(B) funds, if any, available to pay such Class
C Modified Required Amount Shortfall from funds initially
allocated to any Subordinate Series
shall be deposited into the Series Distribution Account. The
Class C Modified Required Amount Shortfall shall be reduced by
the amount of such deposit.
(23) Reimbursement of the Class A Cumulative Investor
Charged-Off Amount from a Subordinate Series. If applicable, an
amount equal to the lesser of
(A) the Class A Cumulative Investor Charged-Off
Amount and
(B) funds, if any, available to pay such Class
A Cumulative Investor Charged-Off Amount from funds initially
allocated to any Subordinate Series
shall be deposited into the Group Principal Collections
Reallocation Account. The Class A Cumulative Investor Charged-
Off Amount shall be reduced by the amount of such deposit.
(24) Reimbursement of the Class B Cumulative Investor
Charged-Off Amount from a Subordinate Series. If applicable, an
amount equal to the lesser of
(A) the Class B Cumulative Investor Charged-Off
Amount and
(B) funds, if any, available to pay such Class
B Cumulative Investor Charged-Off Amount from funds initially
allocated to any Subordinate Series
shall be deposited into the Group Principal Collections
Reallocation Account. The Class B Cumulative Investor Charged-
Off Amount shall be reduced by the amount of such deposit.
(25) Reimbursement of the Class C Cumulative Investor
Charged-Off Amount from a Subordinate Series. If applicable, an
amount equal to the lesser of
(A) the Class C Cumulative Investor Charged-Off
Amount and
(B) funds, if any, available to pay such Class
C Cumulative Investor Charged-Off Amount from funds initially
allocated to any Subordinate Series
shall be deposited into the Group Principal Collections
Reallocation Account. The Class C Cumulative Investor Charged-
Off Amount shall be reduced by the amount of such deposit.
(26) Reallocations for the Class A Modified Required
Amount Shortfall from the Group Finance Charge Collections
Reallocation Account. An amount equal to the lesser of
(A) the Class A Modified Required Amount
Shortfall and
(B) the product of
(x) a fraction the numerator of which
is the Class A Modified Required Amount Shortfall and the
denominator of which is the sum of the class modified required
amount
shortfalls for all classes with the same alphabetical designation
for all series in the Group to which the Series established
hereby belongs (after giving effect to provisions in the
applicable Series Supplements substantially similar to the
clauses preceding this
clause (26)) and
(y) the amount on deposit in the Group
Finance Charge Collections Reallocation Account before any
withdrawals therefrom with respect to any other series pursuant
to a comparable clause in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections
Reallocation Account and deposited into the Series Distribution
Account. The Class A Modified Required Amount Shortfall shall be
reduced by the amount of such deposit.
(27) Reallocations for the Class B Modified Required
Amount Shortfall from the Group Finance Charge Collections
Reallocation Account. An amount equal to the lesser of
(A) the Class B Modified Required Amount
Shortfall and
(B) the product of
(x) a fraction the numerator of which
is the Class B Modified Required Amount Shortfall and the
denominator of which is the sum of the class modified required
amount
shortfalls for all classes with the same alphabetical designation
for all series in the Group to which the Series established
hereby belongs (after giving effect to provisions in the
applicable Series Supplements substantially similar to the
clauses preceding this
clause (27)) and
(y) the amount on deposit in the Group
Finance Charge Collections Reallocation Account before any
withdrawals therefrom with respect to any other series pursuant
to a comparable clause for any class with the same alphabetical
designation and after any withdrawals therefrom for the benefit
of all classes designated by higher letters of the alphabet of
such other series in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections
Reallocation Account and deposited into the Series Distribution
Account. The Class B Modified Required Amount Shortfall shall be
reduced by the amount of such deposit.
(28) Reallocations for the Class C Modified Required
Amount Shortfall from the Group Finance Charge Collections
Reallocation Account. An amount equal to the lesser of
(A) the Class C Modified Required Amount
Shortfall and
(B) the product of
(x) a fraction the numerator of which
is the Class C Modified Required Amount Shortfall and the
denominator of which is the sum of the class modified required
amount shortfalls for all classes not initially rated by the Rating
Agencies for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions in
the applicable Series Supplements substantially similar to the
clauses preceding this clause (28)); provided, however, that if
any other series (or multiple other series) shall have more than
one unrated class, the class modified required amount shortfall
to be used in the denominator for each such other series shall be
the class modified required amount shortfall for the most senior
unrated class for such series for which the class modified
required amount shortfall is greater than zero and
(y) the amount on deposit in the Group
Finance Charge Collections Reallocation Account before any
withdrawals therefrom with respect to any other series pursuant
to a comparable clause for any class with the same alphabetical
designation and after any withdrawals therefrom for the benefit
of all classes designated by higher letters of the alphabet of
such other series in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections
Reallocation Account and deposited into the Series Distribution
Account. The Class C Modified Required Amount Shortfall shall be
reduced by the amount of such deposit.
(29) Reallocations for the Class A Cumulative Investor
Charged-Off Amount from the Group Finance Charge Collections
Reallocation Account. An amount equal to the lesser of
(A) the Class A Cumulative Investor Charged-Off
Amount and
(B) the product of
(x) a fraction the numerator of which
is the Class A Cumulative Investor Charged-Off Amount and the
denominator of which is the sum of the class cumulative investor
charged-off amounts for all classes with the same alphabetical
designation for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions in
the applicable Series Supplements substantially similar to the
clauses preceding this clause (29)) and
(y) the amount on deposit in the Group
Finance Charge Collections Reallocation Account before any
withdrawals therefrom with respect to any other series pursuant
to a comparable clause in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections
Reallocation Account and deposited into the Group Principal
Collections
Reallocation Account. The Class A Cumulative Investor Charged-
Off Amount shall be reduced by the amount of such deposit.
(30) Reallocations for the Class B Cumulative Investor
Charged-Off Amount from the Group Finance Charge Collections
Reallocation Account. An amount equal to the lesser of
(A) the Class B Cumulative Investor Charged-Off
Amount and
(B) the product of
(x) a fraction the numerator of which
is the Class B Cumulative Investor Charged-Off Amount and the
denominator of which is the sum of the class cumulative investor
charged-off amounts for all classes with the same alphabetical
designation for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions in
the applicable Series Supplements substantially similar to the
clauses preceding this clause (30)) and
(y) the amount on deposit in the Group
Finance Charge Collections Reallocation Account before any
withdrawals therefrom with respect to any other series pursuant
to a comparable clause for any class with the same alphabetical
designation and after any withdrawals therefrom for the benefit
of all classes designated by higher letters of the alphabet of
such other series in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections
Reallocation Account and deposited into the Group Principal
Collections Reallocation Account. The Class B Cumulative
Investor Charged-Off Amount shall be reduced by the amount of
such deposit.
(31) Allocations from the Group Finance Charge
Collections Reallocation Account for the payment of accrued
Series Monthly Servicing Fees. An amount equal to the lesser of
(A) all accrued but unpaid Series Monthly
Servicing Fees and
(B) the product of
(x) a fraction the numerator of which
is all accrued but unpaid Series Monthly Servicing Fees and the
denominator of which is the sum of all accrued but unpaid monthly
servicing fees for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions in
the applicable Series Supplements substantially similar to the
clauses preceding this clause (31)) and
(y) the amount on deposit in the Group
Finance Charge Collections Reallocation Account before any
withdrawals therefrom with respect to any other series pursuant
to a comparable clause in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections
Reallocation Account and deposited into the Series Distribution
Account.
(32) Reallocations for the Class C Cumulative Investor
Charged-Off Amount from the Group Finance Charge Collections
Reallocation Account. An amount equal to the lesser of
(A) the Class C Cumulative Investor Charged-Off
Amount and
(B) the product of
(x) a fraction the numerator of which
is the Class C Cumulative Investor Charged-Off Amount and the
denominator of which is the sum of the class cumulative investor
charged-off amounts for all classes unrated by the Rating
Agencies for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions in
the applicable Series Supplements substantially similar to the
clauses preceding this clause (32)); provided, however, that if
any other series (or multiple other series) shall have more than
one unrated class, the class cumulative investor charged-off
amount to be used in the denominator for each such other series
shall be the class cumulative investor charged-off amount for the
most senior unrated class for such series for which the class
cumulative investor charged-off amount is greater than zero and
(y) the amount on deposit in the Group
Finance Charge Collections Reallocation Account before any
withdrawals therefrom with respect to any other series pursuant
to a comparable clause for any class with the same alphabetical
designation and after any withdrawals therefrom for the benefit
of all classes designated by higher letters of the alphabet of
such other series in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections
Reallocation Account and deposited into the Group Principal
Collections Reallocation Account. The Class C Cumulative
Investor Charged-Off Amount shall be reduced by the amount of
such deposit.
(33) Payment of the Class A Modified Required Amount
Shortfall from Class C Principal Collections. An amount equal to
the lesser of
(A) the Class A Modified Required Amount
Shortfall and
(B) the sum of the Series Excess Funding Amount
(SRC) and Class C Principal Collections less Series Yield
Collections allocable to the Class C Investor Interest
shall be withdrawn from the Series Collections Account and
deposited into the Series Distribution Account. The Class A
Modified Required Amount Shortfall shall be reduced by the amount
of such deposit, and the Class C Cumulative Investor Charged-Off
Amount shall be increased by the amount of such deposit.
(34) Payment of the Class A Modified Required Amount
Shortfall from Class B Principal Collections. An amount equal to
the lesser of
(A) the Class A Modified Required Amount
Shortfall and
(B) the Class B Principal Collections less
Series Yield Collections allocable to the Class B Investor
Interest
shall be withdrawn from the Series Collections Account and
deposited into the Series Distribution Account. The Class A
Modified Required Amount Shortfall shall be reduced by the amount
of such deposit, and the Class B Cumulative Investor Charged-Off
Amount shall be increased by the amount of such deposit.
(35) Payment of the Class B Modified Required Amount
Shortfall from Class C Principal Collections. An amount equal to
the lesser of
(A) the Class B Modified Required Amount
Shortfall and
(B) the sum of any remaining Series Excess
Funding Amounts (SRC) and any remaining Class C Principal
Collections less Series Yield Collections allocable to the Class
C Investor Interest
shall be withdrawn from the Series Collections Account and
deposited into the Series Distribution Account. The Class B
Modified Required Amount Shortfall shall be reduced by the amount
of such deposit, and the Class C Cumulative Investor Charged-Off
Amount shall be increased by the amount of such deposit.
(36) Reimbursement of the Class A Cumulative Investor
Charged-Off Amount from Class C Principal Collections. An amount
equal to the lesser of
(A) the Class A Cumulative Investor Charged-Off
Amount and
(B) the sum of any remaining Series Excess
Funding Amounts (SRC) and any remaining Class C Principal
Collections less Series Yield Collections allocable to the Class
C Investor Interest
shall be withdrawn from the Series Collections Account and
deposited into the Group Principal Collections Reallocation
Account. The Class A Cumulative Investor Charged-Off Amount
shall be reduced by the amount of such deposit, and the Class C
Cumulative Investor Charged-Off Amount shall be increased by the
amount of such deposit.
(37) Reallocation of the Class C Investor Interest to
reimburse the Class A Cumulative Investor Charged-Off Amount.
The Class A Cumulative Investor Charged-Off Amount shall be
reduced by an amount equal to the lesser of
(A) the Class A Cumulative Investor Charged-Off
Amount and
(B) the Class C Investor Interest
and the Class C Cumulative Investor Charged-Off Amount shall be
increased by such amount; provided, however, that the Class C
Cumulative Investor Charged-Off Amount would not, as a result,
exceed the Class C Initial Investor Interest.
(38) Reimbursement of the Class A Cumulative Investor
Charged-Off Amount from Class B Principal Collections. An amount
equal to the lesser of
(A) the Class A Cumulative Investor Charged-Off
Amount and
(B) any remaining Class B Principal Collections
less Series Yield Collections allocable to the Class B Investor
Interest
shall be withdrawn from the Series Collections Account and
deposited into the Group Principal Collections Reallocation
Account. The Class A Cumulative Investor Charged-Off Amount
shall be reduced by the amount of such deposit, and the Class B
Cumulative Investor Charged-Off Amount shall be increased by the
amount of such deposit.
(39) Reallocation of the Class B Investor Interest to
reimburse the Class A Cumulative Investor Charged-Off Amount.
The Class A Cumulative Investor Charged-Off Amount shall be
reduced by an amount equal to the lesser of
(A) the Class A Cumulative Investor Charged-Off
Amount and
(B) the Class B Investor Interest
and the Class B Cumulative Investor Charged-Off Amount shall be
increased by such amount; provided, however, that the Class B
Cumulative Investor Charged-Off Amount would not, as a result,
exceed the Class B Initial Investor Interest.
(40) Reimbursement of the Class B Cumulative Investor
Charged-Off Amount from Class C Principal Collections. An amount
equal to the lesser of
(A) the Class B Cumulative Investor Charged-Off
Amount and
(B) the sum of any remaining Series Excess
Funding Amounts (SRC) and any remaining Class C Principal
Collections less Series Yield Collections allocable to the Class
C Investor Interest
shall be withdrawn from the Series Collections Account and
deposited into the Group Principal Collections Reallocation
Account. The Class B Cumulative Investor Charged-Off Amount
shall be reduced by the amount of such deposit, and the Class C
Cumulative Investor Charged-Off Amount shall be increased by the
amount of such deposit.
(41) Reallocation of the Class C Investor Interest to
reimburse the Class B Cumulative Investor Charged-Off Amount.
The Class B Cumulative Investor Charged-Off Amount shall be
reduced by an amount equal to the lesser of
(A) the Class B Cumulative Investor Charged-Off
Amount and
(B) the Class C Investor Interest
and the Class C Cumulative Investor Charged-Off Amount shall be
increased by such amount; provided, however, that the Class C
Cumulative Investor Charged-Off Amount would not, as a result,
exceed the Class C Initial Investor Interest.
(42) Reallocations for the Class A Early Termination
Premium Shortfall from the Group Finance Charge Collections
Reallocation Account. If applicable, an amount equal to the
lesser of
(A) the Class A Early Termination Premium
Shortfall and
(B) the product of
(x) a fraction the numerator of which
is the Class A Early Termination Premium Shortfall and the
denominator of which is the sum of all class early termination
premium
shortfalls with the same alphabetical designation for all series
in the Group to which the Series established hereby belongs
(after
giving effect to provisions in the applicable Series Supplements
substantially similar to the clauses preceding this clause (42))
and
(y) the amount on deposit in the Group
Finance Charge Collections Reallocation Account before any
withdrawals therefrom with respect to any other series pursuant
to a comparable clause in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections
Reallocation Account and deposited into the Series Distribution
Account.
(43) Reallocations for the Class B Early Termination
Premium Shortfall from the Group Finance Charge Collections
Reallocation Account. If applicable, an amount equal to the
lesser of
(A) the Class B Early Termination Premium
Shortfall and
(B) the product of
(x) a fraction the numerator of which
is the Class B Early Termination Premium Shortfall and the
denominator of which is the sum of all class early termination
premium
shortfalls with the same alphabetical designation for all series
in the Group to which the Series established hereby belongs
(after giving effect to provisions in the applicable Series
Supplements substantially similar to the clauses preceding this
clause (43)) and
(y) the amount on deposit in the Group
Finance Charge Collections Reallocation Account before any
withdrawals therefrom with respect to any other series pursuant
to a comparable clause for any class with the same alphabetical
designation and after any withdrawals therefrom for the benefit
of all classes designated by higher letters of the alphabet of
such other series in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections
Reallocation Account and deposited into the Series Distribution
Account.
(44) Allocations of remaining amounts from the Group
Finance Charge Collections Reallocation Account to the Seller.
An amount equal to all remaining amounts on deposit in the Group
Finance Charge Collections Reallocation Account, after all other
allocations from such Account pursuant to the Series Supplements
for any series in the Group to which the Series established
hereby belongs, shall be withdrawn from the Group Finance Charge
Collections Reallocation Account and paid to the Seller.
(45) Allocations from the Excess Funding Account
(General) to the Group Principal Collections Reallocation
Account. If no series is in its Rapid Amortization Period, or if
amounts remain on deposit in the Excess Funding Account (General)
after all allocations to any other series that are in their Rapid
Amortization Periods, an amount equal to the product of
(A) a fraction the numerator of which is the
sum of the series investor interests less the sum of class
investor interests with respect to seller retained classes for
all series in the Group to which the Series established hereby
belongs and the denominator of which is the Aggregate Investor
Interest less the sum of all class investor interests with
respect to seller retained classes for all outstanding series
(after giving effect to provisions in the applicable Series
Supplements substantially similar to the clauses preceding this
clause (45)) and
(B) the amount on deposit in the Excess Funding
Account (General) before any withdrawals therefrom with respect
to any other series pursuant to a comparable clause in the
applicable Series Supplements shall be withdrawn from the Excess
Funding Account (General) and deposited into the Group Principal
Collections Reallocation Account.
(46) Class C Permitted Controlled Amortization Amount.
An amount equal to the lesser of
(A) the Class C Permitted Controlled
Amortization Amount and
(B) remaining amounts on deposit in the Series
Collections Account shall be withdrawn from the Series
Collections Account and deposited into the Series Distribution
Account. The amount by which the Class C Permitted Controlled
Amortization Amount exceeds such deposit shall be the "Class C
Permitted Controlled Amortization Amount Shortfall."
(47) Allocations of Series Principal Collections. An
amount equal to the remaining Series Principal Collections minus
the (i) Series Yield Collections, if any, and (ii) remaining
Seller Retained Class Principal Collections shall be withdrawn
from the Series Collections Account and deposited into the Group
Principal Collections Reallocation Account.
(48) Payment to the Seller. An amount equal to the
lesser of
(A) the positive difference, if any, between
the amount of the Seller Interest and the Minimum Seller Interest
(after giving effect to all similar provisions in other Series
Supplements, beginning with the series (including the Series
established hereby) having the earliest series closing date and
continuing seriatim) and
(B) any remaining amounts on deposit in the
Series Collections Account
shall be withdrawn from the Series Collections Account and paid
to the Seller. If after such payment, amounts remain on deposit
in the Series Collections Account, such amounts shall be
deposited into the Excess Funding Account (SRC).
(49) Additional payment to the Seller. An amount equal
to the lesser of
(A) the positive difference, if any, between
the amount of the Seller Interest and the Minimum Seller Interest
and
(B) the product of (i) any remaining amounts
on deposit in the Group Principal Collections Reallocation
Account and (ii) a fraction the numerator of which is the
remaining amounts on deposit in the Group Principal Collections
Reallocation Account and the denominator of which is the sum of
the remaining amounts on deposit in all group principal
collections reallocation accounts (including the Group Principal
Collections Reallocation Account for the Group to which the
Series established hereby belongs)
shall be withdrawn from the Group Principal Collections
Reallocation Account and paid to the Seller. If after such
payment, amounts remain on deposit in the Group Principal
Collections Reallocation Account, such amounts shall be deposited
into the Excess Funding Account (General).
(50) Allocations from the Series Pre-Funding Account to
the Group Pre-Funding Reallocation Account. If applicable, an
amount equal to the amount on deposit in the Series Pre-Funding
Account shall be withdrawn from the Series Pre-Funding Account
and deposited into the Group Pre-Funding Reallocation Account;
provided, however, that such amount shall be used only to fund
principal shortfalls for other series in their controlled
accumulation or controlled amortization periods, as applicable,
in the Group to which the Series established hereby belongs.
(51) Further payment to the Seller. An amount equal to
the lesser of
(A) the positive difference, if any, between
the amount of the Seller Interest and the Minimum Seller Interest
and
(B) the product of (i) any remaining amounts on
deposit in the Group Pre-Funding Reallocation Account and (ii) a
fraction the numerator of which is the amount on deposit the
Group Pre-Funding Reallocation Account and the denominator of
which is the sum of all amounts on deposit in all group pre-
funding reallocation accounts (after giving effect to provisions
in the applicable Series Supplements substantially similar to
Sections 8(c)(53), 8(c)(54) and 8(c)(55), and including the Group
Pre-Funding Reallocation Account to which the Series established
hereby is a member).
shall be withdrawn from the Group Pre-Funding Reallocation
Account and paid to the Seller. Any remaining amounts on deposit
in the Group Pre-Funding Reallocation Account shall be allocated
to each Series in the Group based on a fraction, the numerator of
which is the amount deposited pursuant to Section 8(b)(50) and
the denominator of which is the sum of all such deposits pursuant
to similar provisions in the series supplements for the Group to
which the Series established hereby belongs. Such amounts
reallocated to the Series established hereby pursuant to the
prior sentence shall be deposited into the Series Pre-Funding
Account.
(c) Deposits During the Controlled Accumulation Period
or Controlled Amortization Period, if applicable. On or before
each Distribution Date during the Controlled Accumulation Period
or Controlled Amortization Period, as applicable, the Servicer
shall direct the Trustee that funds be paid or deposited, and the
Trustee shall apply such funds in the following amounts, to the
extent such funds are available and in the order of priority
specified, to the account or Person indicated, in each case as
set forth below.
(1) Class A Monthly Interest. An amount equal to the
lesser of
(A) the Class A Modified Required Amount and
(B) the sum of Series Finance Charge
Collections and Series Additional Allocable Amounts shall be
withdrawn from the Series Collections Account and deposited into
the Series Distribution Account.
(2) Class B Monthly Interest. An amount equal to the
lesser of
(A) the Class B Modified Required Amount and
(B) the sum of any remaining Series Finance
Charge Collections and any remaining Series Additional Allocable
Amounts
shall be withdrawn from the Series Collections Account and
deposited into the Series Distribution Account.
(3) Class C Monthly Interest. An amount equal to the
lesser of
(A) the Class C Modified Required Amount, if
any, and
(B) the sum of any remaining Series Finance
Charge Collections and any remaining Series Additional Allocable
Amounts
shall be withdrawn from the Series Collections Account and
deposited into the Series Distribution Account.
(4) Series Monthly Servicing Fee Additional Funds
Portion. An amount equal to the lesser of
(A) the Series Monthly Servicing Fee Additional
Funds Portion and
(B) Series Additional Funds
shall be withdrawn from the Series Collections Account and
deposited into the Series Distribution Account. The positive
difference, if any, between the amount in (A) and the amount in
(B) shall be the "Series Monthly Servicing Fee Additional Funds
Portion Shortfall."
(5) Series Monthly Servicing Fee. An amount equal to
the lesser of
(A) the sum of the Series Monthly Servicing Fee
and all accrued but unpaid Series Monthly Servicing Fees as of
the prior Distribution Date less the Series Monthly Servicing Fee
Additional Funds Portion, if any, and
(B) the sum of any remaining Series Finance
Charge Collections and any remaining Series Additional Allocable
Amounts
shall be withdrawn from the Series Collections Account and
deposited into the Series Distribution Account.
(6) Reimbursement of Class A Cumulative Investor
Charged-Off Amounts. An amount equal to the lesser of
(A) the Class A Cumulative Investor Charged-Off
Amount and
(B) the sum of any remaining Series Finance
Charge Collections and any remaining Series Additional Allocable
Amounts
shall be withdrawn from the Series Collections Account and
deposited into the Series Principal Collections Account. The
Class A Cumulative Investor Charged-Off Amount shall be reduced
by the amount of such deposit.
(7) Reimbursement of Class B Cumulative Investor
Charged-Off Amounts. An amount equal to the lesser of
(A) the Class B Cumulative Investor Charged-Off
Amount and
(B) the sum of any remaining Series Finance
Charge Collections and any remaining Series Additional Allocable
Amounts
shall be withdrawn from the Series Collections Account and
deposited into the Series Principal Collections Account. The
Class B Cumulative Investor Charged-Off Amount shall be reduced
by the amount of such deposit.
(8) Series Monthly Servicing Fee Additional Funds
Portion Shortfall. An amount equal to the lesser of
(A) the Series Monthly Servicing Fee Additional
Funds Portion Shortfall and
(B) the sum of any remaining Series Finance
Charge Collections and any remaining Series Additional Allocable
Amounts
shall be withdrawn from the Series Collections Account and
deposited into the Series Distribution Account.
(9) Reimbursement of Class C Cumulative Investor
Charged-Off Amounts. An amount equal to the lesser of
(A) the Class C Cumulative Investor Charged-Off
Amount and
(B) the sum of any remaining Series Finance
Charge Collections and any remaining Series Additional Allocable
Amounts.
shall be withdrawn from the Series Collections Account and
deposited into the Series Principal Collections Account. The
Class C Cumulative Investor Charged-Off Amount shall be reduced
by the amount of such deposit.
(10) Shortfalls in the PFA Special Reserve Required
Amount. If applicable, an amount equal to the lesser of
(A) the PFA Special Reserve Required Amount
Shortfall and
(B) the sum of any remaining Series Finance
Charge Collections and any remaining Series Additional Allocable
Amounts
shall be withdrawn from the Series Collections Account and
deposited into the PFA Special Reserve Account. The PFA Special
Reserve Required Amount Shortfall shall be reduced by the amount
of such deposit.
(11) Reimbursement of prior Third Party Credit
Enhancement Drawings. If applicable, an amount equal to the
lesser of
(A) the sum of all unreimbursed Third Party
Credit Enhancement Drawings and
(B) the sum of any remaining Series Finance
Charge Collections and any remaining Series Additional Allocable
Amounts
shall be withdrawn from the Series Collections Account and
deposited into the Third Party Credit Enhancement Account. The
amount of unreimbursed Third Party Credit Enhancement Drawings
shall be reduced by the amount of such deposit.
(12) Third Party Credit Enhancement Fee. If
applicable, an amount equal to the lesser of
(A) the Third Party Credit Enhancement Fee and
(B) the sum of any remaining Series Finance
Charge Collections and any remaining Series Additional Allocable
Amounts
shall be withdrawn from the Series Collections Account and
deposited into the Series Distribution Account.
(13) The Class A Early Termination Premium Shortfall.
If applicable, an amount equal to the lesser of
(A) the Class A Early Termination Premium
Shortfall and
(B) the sum of any remaining Series Finance
Charge Collections and any remaining Series Additional Allocable
Amounts
shall be withdrawn from the Series Collections Account and
deposited into the Series Distribution Account.
(14) The Class B Early Termination Premium Shortfall.
If applicable, an amount equal to the lesser of
(A) the Class B Early Termination Premium
Shortfall and
(B) the sum of any remaining Series Finance
Charge Collections and any remaining Series Additional Allocable
Amounts
shall be withdrawn from the Series Collections Account and
deposited into the Series Distribution Account.
(15) Series Excess Servicing. An amount equal to any
remaining Series Finance Charge Collections and any remaining
Series Additional Allocable Amounts (together, "Series Excess
Servicing") shall be withdrawn from the Series Collections
Account and deposited into the Group Finance Charge Collections
Reallocation Account.
(16) Third Party Credit Enhancement Drawing. If
applicable, an amount equal to the lesser of
(A) the Class C Modified Required Amount
Shortfall and
(B) the amount on deposit in the Third Party
Credit Enhancement Account
shall be withdrawn from the Third Party Credit Enhancement
Account and deposited into the Series Distribution Account. The
Class C Modified Required Amount Shortfall and the Third Party
Credit
Enhancement Amount both shall be reduced by the amount of such
deposit.
(17) Payment of the Class A Modified Required Amount
Shortfall from a Subordinate Series. If applicable, an amount
equal to the lesser of
(A) the Class A Modified Required Amount
Shortfall and
(B) funds, if any, available to pay such Class
A Modified Required Amount Shortfall from funds initially
allocated to any Subordinate Series
shall be deposited into the Series Distribution Account. The
Class A Modified Required Amount Shortfall shall be reduced by
the amount of such deposit.
(18) Payment of the Class B Modified Required Amount
Shortfall from a Subordinate Series. If applicable, an amount
equal to the lesser of
(A) the Class B Modified Required Amount
Shortfall and
(B) funds, if any, available to pay such Class
B Modified Required Amount Shortfall from funds initially
allocated to any Subordinate Series
shall be deposited into the Series Distribution Account. The
Class B Modified Required Amount Shortfall shall be reduced by
the amount of such deposit.
(19) Payment of the Class C Modified Required Amount
Shortfall from a Subordinate Series. If applicable, an amount
equal to the lesser of
(A) the Class C Modified Required Amount
Shortfall and
(B) funds, if any, available to pay such Class
C Modified Required Amount Shortfall from funds initially
allocated to any Subordinate Series
shall be deposited into the Series Distribution Account. The
Class C Modified Required Amount Shortfall shall be reduced by
the amount of such deposit.
(20) Reimbursement of the Class A Cumulative Investor
Charged-Off Amount from a Subordinate Series. If applicable, an
amount equal to the lesser of
(A) the Class A Cumulative Investor Charged-Off
Amount and
(B) funds, if any, available to pay such Class
A Cumulative Investor Charged-Off Amount from funds initially
allocated to any Subordinate Series
shall be deposited into the Series Principal Collections Account.
The Class A Cumulative Investor Charged-Off Amount shall be
reduced by the amount of such deposit.
(21) Reimbursement of the Class B Cumulative Investor
Charged-Off Amount from a Subordinate Series. If applicable, an
amount equal to the lesser of
(A) the Class B Cumulative Investor Charged-Off
Amount and
(B) funds, if any, available to pay such Class
B Cumulative Investor Charged-Off Amount from funds initially
allocated to any Subordinate Series
shall be deposited into the Series Principal Collections Account.
The Class B Cumulative Investor Charged-Off Amount shall be
reduced by the amount of such deposit.
(22) Reimbursement of the Class C Cumulative Investor
Charged-Off Amount from a Subordinate Series. If applicable, an
amount equal to the lesser of
(A) the Class C Cumulative Investor Charged-Off
Amount and
(B) funds, if any, available to pay such Class
C Cumulative Investor Charged-Off Amount from funds initially
allocated to any Subordinate Series shall be deposited into the
Series Principal Collections Account. The Class C Cumulative
Investor Charged-Off Amount shall be reduced by the amount of
such deposit.
(23) Reallocations for the Class A Modified Required
Amount Shortfall from the Group Finance Charge Collections
Reallocation Account. An amount equal to the lesser of
(A) the Class A Modified Required Amount
Shortfall and
(B) the product of
(x) a fraction the numerator of which
is the Class A Modified Required Amount Shortfall and the
denominator of which is the sum of the class modified required
amount shortfalls for all classes with the same alphabetical
designation for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions in
the applicable Series Supplements substantially similar to the
clauses preceding this clause (23)) and
(y) the amount on deposit in the Group
Finance Charge Collections Reallocation Account before any
withdrawals therefrom with respect to any other series pursuant
to a comparable clause in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections
Reallocation Account and deposited into the Series Distribution
Account. The Class A Modified Required Amount Shortfall shall be
reduced by the amount of such deposit.
(24) Reallocations for the Class B Modified Required
Amount Shortfall from the Group Finance Charge Collections
Reallocation Account. An amount equal to the lesser of
(A) the Class B Modified Required Amount
Shortfall and
(B) the product of
(x) a fraction the numerator of which
is the Class B Modified Required Amount Shortfall and the
denominator of which is the sum of the class modified required
amount shortfalls for all classes with the same alphabetical
designation for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions in
the applicable Series Supplements substantially similar to the
clauses preceding this clause (24)) and
(y) the amount on deposit in the Group
Finance Charge Collections Reallocation Account before any
withdrawals therefrom with respect to any other series pursuant
to a comparable clause for any class with the same alphabetical
designation and after any withdrawals therefrom for the benefit
of all classes designated by higher letters of the alphabet of
such other series in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections
Reallocation Account and deposited into the Series Distribution
Account. The Class B Modified Required Amount Shortfall shall be
reduced by the amount of such deposit.
(25) Reallocations for the Class C Modified Required
Amount Shortfall from the Group Finance Charge Collections
Reallocation Account. An amount equal to the lesser of
(A) the Class C Modified Required Amount
Shortfall and
(B) the product of
(x) a fraction the numerator of which
is the Class C Modified Required Amount Shortfall and the
denominator of which is the sum of the class modified required
amount shortfalls for all classes not initially rated by the
Rating Agencies for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions in
the applicable Series Supplements substantially similar to the
clauses preceding this clause (25)); provided, however, that if
any other series (or multiple other series) shall have more than
one unrated class, the class modified required amount shortfall
to be used in the denominator for each such other series shall
be the class modified required amount shortfall for the most
senior unrated class for such series for which the class modified
required amount shortfall is greater than zero and
(y) the amount on deposit in the Group
Finance Charge Collections Reallocation Account before any
withdrawals therefrom with respect to any other series pursuant
to a comparable clause for any class with the same alphabetical
designation and after any withdrawals therefrom for the benefit
of all classes designated by higher letters of the alphabet of
such other series in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections
Reallocation Account and deposited into the Series Distribution
Account. The Class C Modified Required Amount Shortfall shall be
reduced by the amount of such deposit.
(26) Reallocations for the Class A Cumulative Investor
Charged-Off Amount from the Group Finance Charge Collections
Reallocation Account. An amount equal to the lesser of
(A) the Class A Cumulative Investor Charged-Off
Amount and
(B) the product of
(x) a fraction the numerator of which
is the Class A Cumulative Investor Charged-Off Amount and the
denominator of which is the sum of the class cumulative investor
charged-off amounts for all classes with the same alphabetical
designation for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions in
the applicable Series Supplements substantially similar to the
clauses preceding this clause(26)) and
(y) the amount on deposit in the Group
Finance Charge Collections Reallocation Account before any
withdrawals therefrom with respect to any other series pursuant
to a comparable clause in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections
Reallocation Account and deposited into the Series Principal
Collections Account. The Class A Cumulative Investor Charged-Off
Amount shall be reduced by the amount of such deposit.
(27) Reallocations for the Class B Cumulative Investor
Charged-Off Amount from the Group Finance Charge Collections
Reallocation Account. An amount equal to the lesser of
(A) the Class B Cumulative Investor Charged-Off
Amount and
(B) the product of
(x) a fraction the numerator of which
is the Class B Cumulative Investor Charged-Off Amount and the
denominator of which is the sum of the class cumulative investor
charged-off amounts for all classes with the same alphabetical
designation for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions in
the applicable Series Supplements substantially similar to the
clauses preceding this clause(27)) and
(y) the amount on deposit in the Group
Finance Charge Collections Reallocation Account before any
withdrawals therefrom with respect to any other series pursuant
to a comparable clause for any class with the same alphabetical
designation and after any withdrawals therefrom for the benefit
of all classes designated by higher letters of the alphabet of
such other series in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections
Reallocation Account and deposited into the Series Principal
Collections Account. The Class B Cumulative Investor Charged-Off
Amount shall be reduced by the amount of such deposit.
(28) Allocations from the Group Finance Charge
Collections Reallocation Account for the payment of accrued
Series Monthly Servicing Fees. An amount equal to the lesser of
(A) all accrued but unpaid Series Monthly
Servicing Fees and
(B) the product of
(x) a fraction the numerator of which
is all accrued but unpaid Series Monthly Servicing Fees and the
denominator of which is the sum of all accrued but unpaid monthly
servicing fees for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions in
the applicable Series Supplements substantially similar to the
clauses preceding this clause (28)) and
(y) the amount on deposit in the Group
Finance Charge Collections Reallocation Account before any
withdrawals therefrom with respect to any other series pursuant
to a comparable clause in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections
Reallocation Account and deposited into the Series Distribution
Account.
(29) Reallocations for the Class C Cumulative Investor
Charged-Off Amount from the Group Finance Charge Collections
Reallocation Account. An amount equal to the lesser of
(A) the Class C Cumulative Investor Charged-Off
Amount and
(B) the product of
(x) a fraction the numerator of which
is the Class C Cumulative Investor Charged-Off Amount and the
denominator of which is the sum of the class cumulative investor
charged-off amounts for all classes unrated by the Rating
Agencies for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions in
the applicable Series Supplements substantially similar to the
clauses preceding this clause (29)); provided, however, that if
any other series (or multiple other series) shall have more than
one unrated class, the class cumulative investor charged-off
amount to be used in the denominator for each such other series
shall be the class cumulative investor charged-off amount for the
most senior unrated class for such series for which the class
cumulative investor charged-off amount is greater than zero and
(y) the amount on deposit in the Group
Finance Charge Collections Reallocation Account before any
withdrawals therefrom with respect to any other series pursuant
to a comparable clause for any class with the same alphabetical
designation and after any withdrawals therefrom for the benefit
of all classes designated by higher letters of the alphabet of
such other series in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections
Reallocation Account and deposited into the Series Principal
Collections Account. The Class C Cumulative Investor Charged-Off
Amount shall be reduced by the amount of such deposit.
(30) Payment of the Class A Modified Required Amount
Shortfall from Class C Principal Collections. An amount equal to
the lesser of
(A) the Class A Modified Required Amount
Shortfall and
(B) the sum of the Series Excess Funding Amount
(SRC) and Class C Principal Collections less Series Yield
Collections allocable to the Class C Investor Interest
shall be withdrawn from the Series Collections Account and
deposited into the Series Distribution Account. The Class A
Modified Required Amount Shortfall shall be reduced by the amount
of such deposit, and the Class C Cumulative Investor Charged-Off
Amount shall be increased by the amount of such deposit.
(31) Payment of the Class A Modified Required Amount
Shortfall from Class B Principal Collections. An amount equal to
the lesser of
(A) the Class A Modified Required Amount
Shortfall and
(B) the Class B Principal Collections less
Series Yield Collections allocable to the Class B Investor
Interest shall be withdrawn from the Series Collections Account
and deposited into the Series Distribution Account. The Class A
Modified Required Amount Shortfall shall be reduced by the amount
of such deposit, and the Class B Cumulative Investor Charged-Off
Amount shall be increased by the amount of such deposit.
(32) Payment of the Class B Modified Required Amount
Shortfall from Class C Principal Collections. An amount equal to
the lesser of
(A) the Class B Modified Required Amount
Shortfall and
(B) the sum of any remaining Series Excess
Funding Amounts (SRC) and any remaining Class C Principal
Collections less Series Yield Collections allocable to the Class
C Investor Interest
shall be withdrawn from the Series Collections Account and
deposited into the Series Distribution Account. The Class B
Modified Required Amount Shortfall shall be reduced by the amount
of such deposit, and the Class C Cumulative Investor Charged-Off
Amount shall be increased by the amount of such deposit.
(33) Reimbursement of the Class A Cumulative Investor
Charged-Off Amount from Class C Principal Collections. An amount
equal to the lesser of
(A) the Class A Cumulative Investor Charged-Off
Amount and
(B) the sum of any remaining Series Excess
Funding Amounts (SRC)and any remaining Class C Principal
Collections less Series Yield Collections allocable to the Class
C Investor Interest
shall be withdrawn from the Series Collections Account and
deposited into the Series Principal Collections Account. The
Class A Cumulative Investor Charged-Off Amount shall be reduced
by the amount of such deposit, and the Class C Cumulative
Investor
Charged-Off Amount shall be increased by the amount of such
deposit.
(34) Reallocation of the Class C Investor Interest to
reimburse the Class A Cumulative Investor Charged-Off Amount.
The Class A Cumulative Investor Charged-Off Amount shall be
reduced by an amount equal to the lesser of
(A) the Class A Cumulative Investor Charged-Off
Amount and
(B) the Class C Investor Interest
and the Class C Cumulative Investor Charged-Off Amount shall be
increased by such amount; provided, however, that the Class C
Cumulative Investor Charged-Off Amount would not, as a result,
exceed the Class C Initial Investor Interest less principal
payments made in respect of such Class prior to such Distribution
Date.
(35) Reimbursement of the Class A Cumulative Investor
Charged-Off Amount from Class B Principal Collections. An amount
equal to the lesser of
(A) the Class A Cumulative Investor Charged-Off
Amount and
(B) any remaining Class B Principal Collections
less Series Yield Collections allocable to the Class B Investor
Interest
shall be withdrawn from the Series Collections Account and
deposited into the Series Principal Collections Account. The
Class A Cumulative Investor Charged-Off Amount shall be reduced
by the amount of such deposit, and the Class B Cumulative
Investor
Charged-Off Amount shall be increased by the amount of such
deposit.
(36) Reallocation of the Class B Investor Interest to
reimburse the Class A Cumulative Investor Charged-Off Amount.
The Class A Cumulative Investor Charged-Off Amount shall be
reduced by an amount equal to the lesser of
(A) the Class A Cumulative Investor Charged-Off
Amount and
(B) the Class B Investor Interest
and the Class B Cumulative Investor Charged-Off Amount shall be
increased by such amount; provided, however, that the Class B
Cumulative Investor Charged-Off Amount would not, as a result,
exceed the Class B Initial Investor Interest.
(37) Reimbursement of the Class B Cumulative Investor
Charged-Off Amount from Class C Principal Collections. An amount
equal to the lesser of
(A) the Class B Cumulative Investor Charged-Off
Amount and
(B) the sum of any remaining Series Excess
Funding Amounts (SRC) and any remaining Class C Principal
Collections less Series Yield Collections allocable to the Class
C Investor Interest
shall be withdrawn from the Series Collections Account and
deposited into the Series Principal Collections Account. The
Class B Cumulative Investor Charged-Off Amount shall be reduced
by the amount of such deposit, and the Class C Cumulative
Investor
Charged-Off Amount shall be increased by the amount of such
deposit.
(38) Reallocation of the Class C Investor Interest to
reimburse the Class B Cumulative Investor Charged-Off Amount.
The Class B Cumulative Investor Charged-Off Amount shall be
reduced by an amount equal to the lesser of
(A) the Class B Cumulative Investor Charged-Off
Amount and
(B) the Class C Investor Interest
and the Class C Cumulative Investor Charged-Off Amount shall be
increased by such amount; provided, however, that the Class C
Cumulative Investor Charged-Off Amount would not, as a result,
exceed the Class C Initial Investor Interest less principal
payments made in respect of such Class prior to such Distribution
Date.
(39) Reinstatement of Class C Investor Interest from
the Third Party Credit Enhancement Account. On the Distribution
Date in which the Class A Invested Amount and Class B Invested
Amounts have been reduced to zero, if applicable, an amount equal
to the lesser of
(A) the Class C Cumulative Investor Charged-Off
Amount and
(B) the amount on deposit in the Third Party
Credit Enhancement Account
shall be withdrawn from the Third Party Credit Enhancement
Account and deposited into the Series Principal Collections
Account by the Third Party Credit Enhancement Provider. The Class
C Cumulative
Investor Charged-Off Amount and the Third Party Credit
Enhancement Amount shall both be reduced by the amount of such
deposit.
(40) Special Third Party Credit Enhancement Drawing.
On the Distribution Date in which the Class A Invested Amount and
Class B Invested Amounts have been reduced to zero, if
applicable, an amount equal to the lesser of
(A) the Class C Modified Required Amount
Shortfall and
(B) the amount on deposit in the Third Party
Credit Enhancement Account
shall be withdrawn from the Third Party Credit Enhancement
Account and deposited into the Series Distribution Account. The
Class C Modified Required Amount Shortfall and the Third Party
Credit
Enhancement Amount shall be reduced by the amount of such
deposit.
(41) Reallocations for the Class A Early Termination
Premium Shortfall from the Group Finance Charge Collections
Reallocation Account. If applicable, an amount equal to the
lesser of
(A) the Class A Early Termination Premium
Shortfall and
(B) the product of
(x) a fraction the numerator of which
is the Class A Early Termination Premium Shortfall and the
denominator of which is the sum of all class early termination
premium shortfalls with the same alphabetical designation for all
series in the Group to which the Series established hereby
belongs (after giving effect to provisions in the applicable
Series Supplements substantially similar to the clauses preceding
this clause (41)) and
(y) the amount on deposit in the Group
Finance Charge Collections Reallocation Account before any
withdrawals therefrom with respect to any other series pursuant
to a comparable clause in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections
Reallocation Account and deposited into the Series Distribution
Account.
(42) Reallocations for the Class B Early Termination
Premium Shortfall from the Group Finance Charge Collections
Reallocation Account. If applicable, an amount equal to the
lesser of
(A) the Class B Early Termination Premium
Shortfall and
(B) the product of
(x) a fraction the numerator of which
is the Class B Early Termination Premium Shortfall and the
denominator of which is the sum of all class early termination
premium shortfalls with the same alphabetical designation for all
series in the Group to which the Series established hereby
belongs (after giving effect to provisions in the applicable
Series Supplements substantially similar to the clauses preceding
this clause (42)) and
(y) the amount on deposit in the Group
Finance Charge Collections Reallocation Account before any
withdrawals therefrom with respect to any other series pursuant
to a comparable clause for any class with the same alphabetical
designation and after any withdrawals therefrom for the benefit
of all classes designated by higher letters of the alphabet of
such other series in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections
Reallocation Account and deposited into the Series Distribution
Account.
(43) Allocations of remaining amounts from the Group
Finance Charge Collections Reallocation Account to the Seller.
An amount equal to all remaining amounts on deposit in the Group
Finance Charge Collections Reallocation Account, after all other
allocations from such Account pursuant to the Series Supplements
for any series in the Group to which the Series established
hereby belongs, shall be withdrawn from the Group Finance Charge
Collections Reallocation Account and paid to the Seller.
(44) Allocations from the Excess Funding Account
(General) to the Group Principal Collections Reallocation
Account. If no series is in its Rapid Amortization Period, or if
amounts
remain on deposit in the Excess Funding Account (General) after
all allocations to any other series that are in their Rapid
Amortization Period, an amount equal to the product of
(A) a fraction the numerator of which is the
sum of the series investor interests less the sum of class
investor
interests with respect to seller retained classes for all series
in the Group to which the Series established hereby belongs and
the denominator of which is the Aggregate Investor Interest less
the sum of all class investor interests with respect to seller
retained classes for all outstanding series (after giving effect
to
provisions in the applicable Series Supplements substantially
similar to the clauses preceding this clause (44)) and
(B) the amount on deposit in the Excess Funding
Account (General) before any withdrawals therefrom with respect
to any other series pursuant to a comparable clause in the
applicable Series Supplements shall be withdrawn from the Excess
Funding Account (General) and deposited into the Group Principal
Collections Reallocation Account.
(45) Allocations of Series Principal Collections. An
amount equal to the remaining Series Principal Collections minus
the (i) Series Yield Collections, if any and (ii) remaining
Seller Retained Class Principal Collections shall be withdrawn
from the Series Collections Account and deposited into the Series
Principal Collections Account.
(46) Class A Controlled Accumulation Amount or the
Class A Controlled Amortization Amount, as applicable. An amount
equal to the lesser of
(A) the Class A Controlled Accumulation Amount
or the Class A Controlled Amortization Amount, as applicable, and
(B) Amounts on deposit in the Series Principal
Collections Account
shall be withdrawn from the Series Principal Collections Account
and deposited into the Series Principal Funding Account or Series
Distribution Account, as applicable. The amount by which the
Class A Controlled Accumulation Amount or Class A Controlled
Amortization Amount exceeds such deposit shall be the "Class A
Controlled Accumulation Amount Shortfall" or the "Class A
Controlled Amortization Shortfall," respectively.
(47) Class C Permitted Controlled Amortization Amount.
An amount equal to the lesser of
(A) the Class C Permitted Controlled
Amortization Amount and
(B) remaining amounts on deposit in the Series
Collections Account
shall be withdrawn from the Series Collections Account and
deposited into the Series Distribution Account. The amount by
which the Class C Permitted Controlled Amortization Amount
exceeds such deposit shall be the "Class C Permitted Controlled
Amortization Amount Shortfall."
(48) Class B Controlled Accumulation Amount or the
Class B Controlled Amortization Amount, as applicable. On the
Distribution Date following the Class A Expected Final Payment
Date if the Class A Invested Amount has been paid in full, or on
and after the Distribution Date on which the Class A Invested
Amount has been paid in full if such Distribution Date is after
the Class A Expected Final Payment Date, an amount equal to the
lesser of
(A) the Class B Controlled Accumulation Amount
or the Class B Controlled Amortization Amount, as applicable, and
(B) remaining amounts on deposit in the Series
Principal Collections Account
shall be withdrawn from the Series Principal Collections Account
and deposited into the Series Principal Funding Account or Series
Distribution Account, as applicable. The amount by which the
Class B Controlled Accumulation Amount or Class B Controlled
Amortization Amount exceeds such deposit shall be the "Class B
Controlled Accumulation Amount Shortfall" or the "Class B
Controlled Amortization Amount Shortfall," respectively.
(49) Class C Controlled Accumulation Amount or the
Class C Controlled Amortization Amount, as applicable. On each
Distribution Date after the Distribution Date on which the Class
A and Class B Invested Amounts are paid in full, an amount equal
to the lesser of
(A) the Class C Controlled Accumulation Amount
or the Class C Controlled Amortization Amount, as applicable, and
(B) remaining amounts on deposit in the Series
Collections Account
shall be withdrawn from the Series Collections Account and
deposited into the Series Principal Funding Account or Series
Distribution Account, as applicable. The amount by which the
Class C Controlled Accumulation Amount or Class Controlled
Amortization Amount exceeds such deposit shall be the "Class C
Controlled Accumulation Amount Shortfall" or the "Class C
Controlled Amortization Amount Shortfall."
(50) Allocations from the Group Principal Collections
Reallocation Account for the payment of the Class A Controlled
Accumulation Amount Shortfall or the Class A Controlled
Amortization Amount Shortfall, as applicable. An amount equal to
the lesser of
(A) the Class A Controlled Accumulation Amount
Shortfall or the Class A Controlled Amortization Amount
Shortfall, as applicable and
(B) the product of
(x) a fraction the numerator of which
is the Class A Controlled Accumulation Amount Shortfall or the
Class A Controlled Amortization Amount Shortfall, as applicable,
and the denominator of which is the sum of the class controlled
accumulation amount shortfalls or class controlled amortization
amount shortfalls, as applicable, for all classes with the same
alphabetical designation for all series in the Group to which the
Series established hereby belongs (after giving effect to
provisions in the applicable Series Supplements substantially
similar to the clauses preceding this clause (50)) and
(y) the amount on deposit in the Group
Principal Collections Reallocation Account before any withdrawals
therefrom with respect to any other series pursuant to a
comparable clause in the applicable Series Supplements
shall be withdrawn from the Group Principal Collections
Reallocation Account and deposited in the Series Principal
Funding Account or Series Distribution Account, as applicable.
The Class A Controlled Accumulation Amount Shortfall or the Class
A Controlled Amortization Amount Shortfall, as applicable, shall
be reduced by the amount of such deposit.
(51) Allocations from the Group Principal Collections
Reallocation Account for the payment of the Class B Controlled
Accumulation Amount Shortfall or the Class B Controlled
Amortization Amount Shortfall, as applicable. An amount equal to
the lesser of
(A) the Class B Controlled Accumulation Amount
Shortfall or the Class B Controlled Amortization Amount
Shortfall, as applicable and
(B) the product of
(x) a fraction the numerator of which
is the Class B Controlled Accumulation Amount Shortfall or the
Class B Controlled Amortization Amount Shortfall, as applicable,
and the denominator of which is the sum of the class controlled
accumulation amount shortfalls or class controlled amortization
amount shortfalls, as applicable, for all classes with the same
alphabetical designation for all series in the Group to which the
Series established hereby belongs (after giving effect to
provisions in the applicable Series Supplements substantially
similar to the clauses preceding this clause (51)) and
(y) the amount on deposit in the Group
Principal Collections Reallocation Account before any withdrawals
therefrom with respect to any other series pursuant to a
comparable clause for any class with the same alphabetical
designation and after any withdrawals therefrom for the benefit
of all classes designated by higher letters of the alphabet of
such other series in the applicable Series Supplements
shall be withdrawn from the Group Principal Collections
Reallocation Account and deposited in the Series Principal
Funding Account or Series Distribution Account, as applicable.
The Class B Controlled Accumulation Amount Shortfall or the Class
B Controlled Amortization Amount Shortfall, as applicable, shall
be reduced by the amount of such deposit.
(52) Allocations from the Group Principal Collections
Reallocation Account for the payment of the Class C Controlled
Accumulation Amount Shortfall or the Class C Controlled
Amortization Amount Shortfall, as applicable. An amount equal to
the lesser of
(A) the Class C Controlled Accumulation Amount
Shortfall or the Class C Controlled Amortization Amount
Shortfall, as applicable and
(B) the product of
(x) a fraction the numerator of which
is the Class C Controlled Accumulation Amount Shortfall or the
Class C Controlled Amortization Amount Shortfall, as applicable,
and the denominator of which is the sum of the class controlled
accumulation amount shortfalls or class controlled amortization
amount shortfalls, as applicable, for all classes with the same
alphabetical designation for all series in the Group to which the
Series established hereby belongs (after giving effect to
provisions in the applicable Series Supplements substantially
similar to the clauses preceding this clause (52)); provided,
however, that if any other series (or multiple other series)
shall have more than one unrated class, the class controlled
accumulation amount shortfall or class controlled amortization
amount shortfall, as applicable, to be used in the denominator
for each such other series shall be the class controlled
accumulation amount shortfall or class controlled amortization
amount shortfall, as applicable, for the most senior unrated
class for such series for which the class controlled accumulation
amount shortfall or class controlled amortization amount
shortfall, as applicable, is greater than zero and
(y) the amount on deposit in the Group
Principal Collections Reallocation Account before any withdrawals
therefrom with respect to any other series pursuant to a
comparable clause for any class with the same alphabetical
designation and after any withdrawals therefrom for the benefit
of all classes designated by higher letters of the alphabet of
such other series in the applicable Series Supplements
shall be withdrawn from the Group Principal Collections
Reallocation Account and deposited in the Series Principal
Funding Account or Series Distribution Account, as applicable.
The Class C Controlled Accumulation Amount Shortfall or the Class
C Controlled Amortization Amount Shortfall, as applicable, shall
be reduced by the amount of such deposit.
(53) Allocations from the Group Pre-Funding
Reallocation Account for the payment of the Class A Controlled
Accumulation
Amount Shortfall or Class A Controlled Amortization Amount
Shortfall, as applicable. An amount equal to the lesser of
(A) the Class A Controlled Accumulation Amount
Shortfall or Class A Controlled Amortization Amount Shortfall, as
applicable, and
(B) the product of
(x) a fraction the numerator of which
is the Class A Controlled Accumulation Amount Shortfall or Class
A
Controlled Amortization Amount Shortfall, as applicable, and the
denominator of which is the sum of the class controlled
accumulation amount shortfalls or class controlled amortization
amount shortfalls, as applicable, for all classes with the same
alphabetical designation for all series not in their Rapid
Amortization Periods in the Group to which the Series established
hereby belongs (after giving effect to provisions in the
applicable Series Supplements substantially similar to the
clauses preceding this clause (53)) and
(y) the amount on deposit in the Group
Pre-Funding Reallocation Account before any withdrawals therefrom
with respect to any other series pursuant to a comparable clause
in the applicable Series Supplements
shall be withdrawn from the Group Pre-Funding Reallocation
Account and deposited in the Series Principal Funding Account or
Series
Distribution Account, as applicable. The Class A Controlled
Accumulation Amount Shortfall or the Class A Controlled
Amortization Amount Shortfall, as applicable, will be reduced by
the amount of such deposit.
(54) Allocations from the Group Pre-Funding
Reallocation Account for the payment of the Class B Controlled
Accumulation Amount Shortfall or Class B Controlled Amortization
Amount Shortfall, as applicable. An amount equal to the lesser
of
(A) the Class B Controlled Accumulation Amount
Shortfall or Class B Controlled Amortization Amount Shortfall, as
applicable, and
(B) the product of
(x) a fraction the numerator of which
is the Class B Controlled Accumulation Amount Shortfall or Class
B Controlled Amortization Amount Shortfall, as applicable, and
the denominator of which is the sum of the class controlled
accumulation amount shortfalls or class controlled amortization
amount shortfalls, as applicable, for all classes with the same
alphabetical designation for all series not in their Rapid
Amortization Periods in the Group to which the Series established
hereby belongs (after giving effect to provisions in the
applicable Series Supplements substantially similar to the
clauses preceding this clause (54)) and
(y) the amount on deposit in the Group
Pre-Funding Reallocation Account before any withdrawals therefrom
with respect to any other series pursuant to a comparable clause
for any class with the same alphabetical designation and after
any withdrawals therefrom for the benefit of all classes
designated by higher letters of the alphabet of such other series
in the applicable Series Supplements
shall be withdrawn from the Group Pre-Funding Reallocation
Account and deposited in the Series Principal Funding Account or
Series Distribution Account, as applicable. The Class B
Controlled Accumulation Amount Shortfall or the Class B
Controlled Amortization Amount Shortfall, as applicable, will be
reduced by the amount of such deposit.
(55) Allocations from the Group Pre-Funding
Reallocation Account for the payment of the Class C Controlled
Accumulation Amount Shortfall or Class C Controlled Amortization
Amount Shortfall, as applicable. An amount equal to the lesser
of
(A) the Class C Controlled Accumulation Amount
Shortfall or Class C Controlled Amortization Amount Shortfall, as
applicable, and
(B) the product of
(x) a fraction the numerator of which
is the Class C Controlled Accumulation Amount Shortfall or Class
C Controlled Amortization Amount Shortfall, as applicable, and
the denominator of which is the sum of the class controlled
accumulation amount shortfalls or class controlled amortization
amount shortfalls, as applicable, for all classes with the same
alphabetical designation for all series not in their Rapid
Amortization Periods in the Group to which the Series established
hereby belongs (after giving effect to provisions in the
applicable Series Supplements substantially similar to the
clauses preceding this clause (55)) and
(y) the amount on deposit in the Group
Pre-Funding Reallocation Account before any withdrawals therefrom
with respect to any other series pursuant to a comparable clause
for any class with the same alphabetical designation and after
any withdrawals therefrom for the benefit of all classes
designated by higher letters of the alphabet of such other series
in the applicable Series Supplements
shall be withdrawn from the Group Pre-Funding Reallocation
Account and deposited in the Series Principal Funding Account or
Series Distribution Account, as applicable. The Class C
Controlled Accumulation Amount Shortfall or the Class C
Controlled Amortization Amount Shortfall, as applicable, will be
reduced by the amount of such deposit.
(56) Allocations of remaining Series Principal
Collections. An amount equal to all remaining amounts on deposit
in the Series Principal Collections Account shall be withdrawn
from the Series Principal Collections Account and deposited into
the Group Principal Collections Reallocation Account.
(57) Payment to the Seller. An amount equal to the
lesser of
(A) the positive difference, if any, between
the amount of the Seller Interest and the Minimum Seller Interest
(after giving effect to all similar provisions in other Series
Supplements, beginning with the series (including the Series
established hereby) having the earliest series closing date and
continuing seriatim) and
(B) any remaining amounts on deposit in the
Series Collections Account
shall be withdrawn from the Series Collections Account and paid
to the Seller. If after such payment, amounts remain on deposit
in the Series Collections Account, such amounts shall be
deposited
into the Excess Funding Account (SRC).
(58) Additional payment to the Seller. An amount equal
to the lesser of
(A) the positive difference, if any, between
the amount of the Seller Interest and the Minimum Seller Interest
and
(B) the product of (i) any remaining amounts on
deposit in the Group Principal Collections Reallocation Account
and (ii) a fraction the numerator of which is the remaining
amounts on deposit in the Group Principal Collections
Reallocation Account and the denominator of which is the sum of
the remaining amounts on deposit in all group principal
collections reallocation accounts (including the Group Principal
Collections Reallocation Account for the Group to which the
Series established hereby belongs)
shall be withdrawn from the Group Principal Collections
Reallocation Account and paid to the Seller. If after such
payment, amounts remain on deposit in the Group Principal
Collections Reallocation Account, such amounts shall be deposited
into the Excess Funding Account (General).
(d) Deposits During the Rapid Amortization Period. On
or before each Distribution Date during the Rapid Amortization
Period, the Servicer shall direct the Trustee that funds be paid
or deposited, and the Trustee shall apply such funds in the
following amounts, to the extent such funds are available and in
the order of priority specified, to the account or Person
indicated, in each
case as set forth below.
(1) Deposits from the Series Principal Funding Account
into the Series Principal Collections Account. All amounts on
deposit in the Series Principal Funding Account shall be
deposited into the Series Principal Collections Account.
(2) Deposits from the Series Pre-Funding Account into
the Series Principal Collections Account. If applicable, all
amounts on deposit in the Series Pre-Funding Account shall be
deposited
into the Series Principal Collections Account.
(3) Deposits from the PFA Special Reserve Account into
the Series Collections Account. If applicable, all amounts on
deposit in the PFA Special Reserve Account shall be deemed to be
Series Finance Charge Collections and shall be deposited into the
Series Collections Account.
(4) Deposits from the Series Pre-Funding Special
Reserve Account into the Series Collections Account. If
applicable, all amounts on deposit in the Series Pre-Funding
Special Reserve Account shall be deemed to be Series Finance
Charge Collections and shall be deposited into the Series
Collections Account.
(5) Class A Monthly Interest. An amount equal to the
lesser of
(A) the Class A Modified Required Amount and
(B) the sum of Series Finance Charge
Collections and Series Additional Allocable Amounts shall be
withdrawn from the Series Collections Account and deposited into
the Series Distribution Account.
(6) Class B Monthly Interest. An amount equal to the
lesser of
(A) the Class B Modified Required Amount and
(B) the sum of any remaining Series Finance
Charge Collections and any remaining Series Additional Allocable
Amounts
shall be withdrawn from the Series Collections Account and
deposited into the Series Distribution Account.
(7) Class C Monthly Interest. An amount equal to the
lesser of
(A) the Class C Modified Required Amount, if
any, and
(B) the sum of any remaining Series Finance
Charge Collections and any remaining Series Additional Allocable
Amounts
shall be withdrawn from the Series Collections Account and
deposited into the Series Distribution Account.
(8) Series Monthly Servicing Fee Additional Funds
Portion. An amount equal to the lesser of
(A) the Series Monthly Servicing Fee Additional
Funds Portion and
(B) Series Additional Funds
shall be withdrawn from the Series Collections Account and
deposited into the Series Distribution Account. The positive
difference, if any, between the amount in (A) and the amount in
(B) shall be the "Series Monthly Servicing Fee Additional Funds
Portion Shortfall."
(9) Series Monthly Servicing Fee. An amount equal to
the lesser of
(A) the sum of the Series Monthly Servicing Fee
and all accrued but unpaid Series Monthly Servicing Fees as of
the prior Distribution Date less the Series Monthly Servicing Fee
Additional Funds Portion, if any, and
(B) the sum of any remaining Series Finance
Charge Collections and any remaining Series Additional Allocable
Amounts
shall be withdrawn from the Series Collections Account and
deposited into the Series Distribution Account.
(10) Reimbursement of Class A Cumulative Investor
Charged-Off Amounts. An amount equal to the lesser of
(A) the Class A Cumulative Investor Charged-Off
Amount and
(B) the sum of any remaining Series Finance
Charge Collections and any remaining Series Additional Allocable
Amounts
shall be withdrawn from the Series Collections Account and
deposited into the Series Principal Collections Account. The
Class A Cumulative Investor Charged-Off Amount shall be reduced
by the amount of such deposit.
(11) Reimbursement of Class B Cumulative Investor
Charged-Off Amounts. An amount equal to the lesser of
(A) the Class B Cumulative Investor Charged-Off
Amount and
(B) the sum of any remaining Series Finance
Charge Collections and any remaining Series Additional Allocable
Amounts
shall be withdrawn from the Series Collections Account and
deposited into the Series Principal Collections Account. The
Class B Cumulative Investor Charged-Off Amount shall be reduced
by the amount of such deposit.
(12) Series Monthly Servicing Fee Additional Funds
Portion Shortfall. An amount equal to the lesser of
(A) the Series Monthly Servicing Fee Additional
Funds Portion Shortfall and
(B) the sum of any remaining Series Finance
Charge Collections and any remaining Series Additional Allocable
Amounts
shall be withdrawn from the Series Collections Account and
deposited into the Series Distribution Account.
(13) Reimbursement of Class C Cumulative Investor
Charged-Off Amounts. An amount equal to the lesser of
(A) the Class C Cumulative Investor Charged-Off
Amount and
(B) the sum of any remaining Series Finance
Charge Collections and any remaining Series Additional Allocable
Amounts.
shall be withdrawn from the Series Collections Account and
deposited into the Series Principal Collections Account. The
Class C Cumulative Investor Charged-Off Amount shall be reduced
by the amount of such deposit.
(14) Reimbursement of prior Third Party Credit
Enhancement Drawings. On and after each Distribution Date after
the Class A Invested Amount and Class B Invested Amount have been
reduced to zero, if applicable, an amount equal to the lesser of
(A) the sum of all unreimbursed Third Party
Credit Enhancement Drawings and
(B) the sum of any remaining Series Finance
Charge Collections and any remaining Series Additional Allocable
Amounts
shall be withdrawn from the Series Collections Account and
deposited into the Third Party Credit Enhancement Account. The
amount of unreimbursed Third Party Credit Enhancement Drawings
shall be reduced by the amount of such deposit.
(15) Third Party Credit Enhancement Fee. If
applicable, an amount equal to the lesser of
(A) the Third Party Credit Enhancement Fee and
(B) the sum of any remaining Series Finance
Charge Collections and any remaining Series Additional Allocable
Amounts
shall be withdrawn from the Series Collections Account and
deposited into the Series Distribution Account.
(16) Series Excess Servicing. An amount equal to any
remaining Series Finance Charge Collections and any remaining
Series Additional Allocable Amounts (together, "Series Excess
Servicing") shall be withdrawn from the Series Collections
Account and deposited into the Group Finance Charge Collections
Reallocation Account.
(17) Third Party Credit Enhancement Drawing. If
applicable, an amount equal to the lesser of
(A) the Class C Modified Required Amount
Shortfall and
(B) the amount on deposit in the Third Party
Credit Enhancement Account
shall be withdrawn from the Third Party Credit Enhancement
Account and deposited into the Series Distribution Account. The
Class C Modified Required Amount Shortfall and the Third Party
Credit
Enhancement shall be reduced by the amount of such deposit.
(18) Payment of the Class A Modified Required Amount
Shortfall from a Subordinate Series. If applicable, an amount
equal to the lesser of
(A) the Class A Modified Required Amount
Shortfall and
(B) funds, if any, available to pay such Class
A Modified Required Amount Shortfall from funds initially
allocated to any Subordinate Series
shall be deposited into the Series Distribution Account. The
Class A Modified Required Amount Shortfall shall be reduced by
the amount of such deposit.
(19) Payment of the Class B Modified Required Amount
Shortfall from a Subordinate Series. If applicable, an amount
equal to the lesser of
(A) the Class B Modified Required Amount
Shortfall and
(B) funds, if any, available to pay such Class
B Modified Required Amount Shortfall from funds initially
allocated to any Subordinate Series
shall be deposited into the Series Distribution Account. The
Class B Modified Required Amount Shortfall shall be reduced by
the amount of such deposit.
(20) Payment of the Class C Modified Required Amount
Shortfall from a Subordinate Series. If applicable, an amount
equal to the lesser of
(A) the Class C Modified Required Amount
Shortfall and
(B) funds, if any, available to pay such Class
C Modified Required Amount Shortfall from funds initially
allocated to any Subordinate Series
shall be deposited into the Series Distribution Account. The
Class C Modified Required Amount Shortfall shall be reduced by
the amount of such deposit.
(21) Reimbursement of the Class A Cumulative Investor
Charged-Off Amount from a Subordinate Series. If applicable, an
amount equal to the lesser of
(A) the Class A Cumulative Investor Charged-Off
Amount and
(B) funds, if any, available to pay such Class
A Cumulative Investor Charged-Off Amount from funds initially
allocated to any Subordinate Series
shall be deposited into the Series Principal Collections Account.
The Class A Cumulative Investor Charged-Off Amount shall be
reduced by the amount of such deposit.
(22) Reimbursement of the Class B Cumulative Investor
Charged-Off Amount from a Subordinate Series. If applicable, an
amount equal to the lesser of
(A) the Class B Cumulative Investor Charged-Off
Amount and
(B) funds, if any, available to pay such Class
B Cumulative Investor Charged-Off Amount from funds initially
allocated to any Subordinate Series
shall be deposited into the Series Principal Collections Account.
The Class B Cumulative Investor Charged-Off Amount shall be
reduced by the amount of such deposit.
(23) Reimbursement of the Class C Cumulative Investor
Charged-Off Amount from a Subordinate Series. If applicable, an
amount equal to the lesser of
(A) the Class C Cumulative Investor Charged-Off
Amount and
(B) funds, if any, available to pay such Class
C Cumulative Investor Charged-Off Amount from funds initially
allocated to any Subordinate Series
shall be deposited into the Series Principal Collections Account.
The Class C Cumulative Investor Charged-Off Amount shall be
reduced by the amount of such deposit.
(24) Reallocations for the Class A Modified Required
Amount Shortfall from the Group Finance Charge Collections
Reallocation Account. An amount equal to the lesser of
(A) the Class A Modified Required Amount
Shortfall and
(B) the product of
(x) a fraction the numerator of which
is the Class A Modified Required Amount Shortfall and the
denominator of which is the sum of the class modified required
amount
shortfalls for all classes with the same alphabetical designation
for all series in the Group to which the Series established
hereby belongs (after giving effect to provisions in the
applicable Series Supplements substantially similar to the
clauses preceding this
clause (24)) and
(y) the amount on deposit in the Group
Finance Charge Collections Reallocation Account before any
withdrawals therefrom with respect to any other series pursuant
to a comparable clause in the applicable Series Supplements shall
be withdrawn from the Group Finance Charge Collections
Reallocation Account and deposited into the Series Distribution
Account. The Class A Modified Required Amount Shortfall shall be
reduced by the amount of such deposit.
(25) Reallocations for the Class B Modified Required
Amount Shortfall from the Group Finance Charge Collections
Reallocation Account. An amount equal to the lesser of
(A) the Class B Modified Required Amount
Shortfall and
(B) the product of
(x) a fraction the numerator of which
is the Class B Modified Required Amount Shortfall and the
denominator of which is the sum of the class modified required
amount
shortfalls for all classes with the same alphabetical designation
for all series in the Group to which the Series established
hereby belongs (after giving effect to provisions in the
applicable Series Supplements substantially similar to the
clauses preceding this
clause (25)) and
(y) the amount on deposit in the Group
Finance Charge Collections Reallocation Account before any
withdrawals therefrom with respect to any other series pursuant
to a comparable clause for any class with the same alphabetical
designation and after any withdrawals therefrom for the benefit
of all classes designated by higher letters of the alphabet of
such other series in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections
Reallocation Account and deposited into the Series Distribution
Account. The Class B Modified Required Amount Shortfall shall be
reduced by the amount of such deposit.
(26) Reallocations for the Class C Modified Required
Amount Shortfall from the Group Finance Charge Collections
Reallocation Account. An amount equal to the lesser of
(A) the Class C Modified Required Amount
Shortfall and
(B) the product of
(x) a fraction the numerator of which
is the Class C Modified Required Amount Shortfall and the
denominator of which is the sum of the class modified required
amount
shortfalls for all classes not initially rated by the Rating
Agencies for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions in
the applicable Series Supplements substantially similar to the
clauses preceding this clause (26)); provided, however, that if
any other series (or multiple other series) shall have more than
one unrated class, the class modified required amount shortfall
to be used in the denominator for each such other series shall be
the
class modified required amount shortfall for themost senior
unrated class for such series for which the class modified
required amount shortfall is greater than zero and
(y) the amount on deposit in the Group
Finance Charge Collections Reallocation Account before any
withdrawals therefrom with respect to any other series pursuant
to a comparable clause for any class with the same alphabetical
designation and after any withdrawals therefrom for the benefit
of all classes designated by higher letters of the alphabet of
such other series in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections
Reallocation Account and deposited into the Series Distribution
Account. The Class C Modified Required Amount Shortfall shall be
reduced by the amount of such deposit.
(27) Reallocations for the Class A Cumulative Investor
Charged-Off Amount from the Group Finance Charge Collections
Reallocation Account. An amount equal to the lesser of
(A) the Class A Cumulative Investor Charged-Off
Amount and
(B) the product of
(x) a fraction the numerator of which
is the Class A Cumulative Investor Charged-Off Amount and the
denominator of which is the sum of the class cumulative investor
charged-off amounts for all classes with the same alphabetical
designation for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions in
the applicable Series Supplements substantially similar to the
clauses preceding this clause (27)) and
(y) the amount on deposit in the Group
Finance Charge Collections Reallocation Account before any
withdrawals therefrom with respect to any other series pursuant
to a comparable clause in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections
Reallocation Account and deposited into the Series Principal
Collections Account. The Class A Cumulative Investor Charged-Off
Amount shall be reduced by the amount of such deposit.
(28) Reallocations for the Class B Cumulative Investor
Charged-Off Amount from the Group Finance Charge Collections
Reallocation Account. An amount equal to the lesser of
(A) the Class B Cumulative Investor Charged-Off
Amount and
(B) the product of
(x) a fraction the numerator of which
is the Class B Cumulative Investor Charged-Off Amount and the
denominator of which is the sum of the class cumulative investor
charged-off amounts for all classes with the same alphabetical
designation for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions in
the applicable Series Supplements substantially similar to the
clauses preceding this clause (28)) and
(y) the amount on deposit in the Group
Finance Charge Collections Reallocation Account before any
withdrawals therefrom with respect to any other series pursuant
to a comparable clause for any class with the same alphabetical
designation and after any withdrawals therefrom for the benefit
of all classes designated by higher letters of the alphabet of
such other series in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections
Reallocation Account and deposited into the Series Principal
Collections Account. The Class B Cumulative Investor Charged-Off
Amount shall be reduced by the amount of such deposit.
(29) Allocations from the Group Finance Charge
Collections Reallocation Account for the payment of accrued
Series Monthly Servicing Fees. An amount equal to the lesser of
(A) all accrued but unpaid Series Monthly
Servicing Fees and
(B) the product of
(x) a fraction the numerator of which
is all accrued but unpaid Series Monthly Servicing Fees and the
denominator of which is the sum of all accrued but unpaid monthly
servicing fees for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions in
the applicable Series Supplements substantially similar to the
clauses preceding this clause (29)) and
(y) the amount on deposit in the Group
Finance Charge Collections Reallocation Account before any
withdrawals therefrom with respect to any other series pursuant
to a comparable clause in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections
Reallocation Account and deposited into the Series Distribution
Account.
(30) Reallocations for the Class C Cumulative Investor
Charged-Off Amount from the Group Finance Charge Collections
Reallocation Account. An amount equal to the lesser of
(A) the Class C Cumulative Investor Charged-Off
Amount and
(B) the product of
(x) a fraction the numerator of which
is the Class C Cumulative Investor Charged-Off Amount and the
denominator of which is the sum of the class cumulative investor
charged-off amounts for all classes unrated by the Rating
Agencies for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions in
the applicable Series Supplements substantially similar to the
clauses preceding this clause (30)); provided, however, that if
any other series (or multiple other series) shall have more than
one unrated class, the class cumulative investor charged-off
amount to be used in the denominator for each such other series
shall be the class cumulative investor charged-off amount for the
most senior unrated class for such series for which the class
cumulative investor charged-off amount is greater than zero and
(y) the amount on deposit in the Group
Finance Charge Collections Reallocation Account before any
withdrawals therefrom with respect to any other series pursuant
to a comparable clause for any class with the same alphabetical
designation and after any withdrawals therefrom for the benefit
of all classes designated by higher letters of the alphabet of
such other series in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections
Reallocation Account and deposited into the Series Principal
Collections Account. The Class C Cumulative Investor Charged-Off
Amount shall be reduced by the amount of such deposit.
(31) Payment of the Class A Modified Required Amount
Shortfall from Class C Principal Collections. An amount equal to
the lesser of
(A) the Class A Modified Required Amount
Shortfall and
(B) the sum of the Series Excess Funding Amount
(SRC) and Class C Principal Collections less Series Yield
Collections allocable to the Class C Investor Interest
shall be withdrawn from the Series Collections Account and
deposited into the Series Distribution Account. The Class A
Modified Required Amount Shortfall shall be reduced by the amount
of such deposit, and the Class C Cumulative Investor Charged-Off
Amount shall be increased by the amount of such deposit.
(32) Payment of the Class A Modified Required Amount
Shortfall from Class B Principal Collections. An amount equal to
the lesser of
(A) the Class A Modified Required Amount
Shortfall and
(B) the Class B Principal Collections less
Series Yield Collections allocable to the Class B Investor
Interest
shall be withdrawn from the Series Collections Account and
deposited into the Series Distribution Account. The Class A
Modified Required Amount Shortfall shall be reduced by the amount
of such deposit, and the Class B Cumulative Investor Charged-Off
Amount shall be increased by the amount of such deposit.
(33) Payment of the Class B Modified Required Amount
Shortfall from Class C Principal Collections. An amount equal to
the lesser of
(A) the Class B Modified Required Amount
Shortfall and
(B) the sum of any remaining Series Excess
Funding Amounts (SRC) and any remaining Class C Principal
Collections less Series Yield Collections allocable to the Class
C Investor Interest
shall be withdrawn from the Series Collections Account and
deposited into the Series Distribution Account. The Class B
Modified Required Amount Shortfall shall be reduced by the amount
of such deposit, and the Class C Cumulative Investor Charged-Off
Amount shall be increased by the amount of such deposit.
(34) Reimbursement of the Class A Cumulative Investor
Charged-Off Amount from Class C Principal Collections. An amount
equal to the lesser of
(A) the Class A Cumulative Investor Charged-Off
Amount and
(B) the sum of any remaining Series Excess
Funding Amounts (SRC) and any remaining Class C Principal
Collections less Series Yield Collections allocable to the Class
C Investor Interest
shall be withdrawn from the Series Collections Account and
deposited into the Series Principal Collections Account. The
Class A Cumulative Investor Charged-Off Amount shall be reduced
by the amount of such deposit, and the Class C Cumulative
Investor
Charged-Off Amount shall be increased by the amount of such
deposit.
(35) Reallocation of the Class C Investor Interest to
reimburse the Class A Cumulative Investor Charged-Off Amount.
The Class A Cumulative Investor Charged-Off Amount shall be
reduced by an amount equal to the lesser of
(A) the Class A Cumulative Investor Charged-Off
Amount and
(B) the Class C Investor Interest
and the Class C Cumulative Investor Charged-Off Amount shall be
increased by such amount; provided, however, that the Class C
Cumulative Investor Charged Off Amount would not, as a result
exceed the Class C Initial Investor Interest less principal
payments made in respect of such Class prior to such Distribution
Date.
(36) Reimbursement of the Class A Cumulative Investor
Charged-Off Amount from Class B Principal Collections. An amount
equal to the lesser of
(A) the Class A Cumulative Investor Charged-Off
Amount and
(B) any remaining Class B Principal Collections
less Series Yield Collections allocable to the Class B Investor
Interest
shall be withdrawn from the Series Collections Account and
deposited into the Series Principal Collections Account. The
Class A Cumulative Investor Charged-Off Amount shall be reduced
by the amount of such deposit, and the Class B Cumulative
Investor
Charged-Off Amount shall be increased by the amount of such
deposit.
(37) Reallocation of the Class B Investor Interest to
reimburse the Class A Cumulative Investor Charged-Off Amount.
The Class A Cumulative Investor Charged-Off Amount shall be
reduced by an amount equal to the lesser of
(A) the Class A Cumulative Investor Charged-Off
Amount and
(B) the Class B Investor Interest
and the Class B Cumulative Investor Charged-Off Amount shall be
increased by such amount; provided, however, that the Class B
Cumulative Investor Charged-Off Amount would not, as a result,
exceed the Class B Initial Investor Interest less principal
payments made in respect of such Class prior to such Distribution
Date.
(38) Reimbursement of the Class B Cumulative Investor
Charged-Off Amount from Class C Principal Collections. An amount
equal to the lesser of
(A) the Class B Cumulative Investor Charged-Off
Amount and
(B) the sum of any remaining Series Excess
Funding Amounts (SRC) and any remaining Class C Principal
Collections less Series Yield Collections allocable to the Class
C Investor Interest
shall be withdrawn from the Series Collections Account and
deposited into the Series Principal Collections Account. The
Class B Cumulative Investor Charged-Off Amount shall be reduced
by the amount of such deposit, and the Class C Cumulative
Investor
Charged-Off Amount shall be increased by the amount of such
deposit.
(39) Reallocation of the Class C Investor Interest to
reimburse the Class B Cumulative Investor Charged-Off Amount.
The Class B Cumulative Investor Charged-Off Amount shall be
reduced by an amount equal to the lesser of
(A) the Class B Cumulative Investor Charged-Off
Amount and
(B) the Class C Investor Interest
and the Class C Cumulative Investor Charged-Off Amount shall be
increased by such amount; provided, however, that the Class C
Cumulative Investor Charged Off Amount would not, as a result
exceed the Class C Initial Investor Interest less principal
payments made in respect of such Class prior to such Distribution
Date.
(40) Reinstatement of Class C Investor Interest from
the Third Party Credit Enhancement Account. On the Distribution
Date in which the Class A Invested Amount and Class B Invested
Amounts have been reduced to zero, if applicable, an amount equal
to the lesser of
(A) the Class C Cumulative Investor Charged-Off
Amount and
(B) the Third Party Credit Enhancement Amount
shall be withdrawn from the Third Party Credit Enhancement
Account and deposited into the Series Principal Collections
Account by the Third Party Credit Enhancement Provider. The
Class C Cumulative Investor Charged-Off Amount and the Third
Party Credit Enhancement Amount shall both be reduced by the
amount of such deposit.
(41) Special Third Party Credit Enhancement Drawing.
On the Distribution Date in which the Class A Invested Amount and
Class B Invested Amounts have been reduced to zero, if
applicable, an amount equal to the lesser of
(A) the Class C Modified Required Amount
Shortfall and
(B) the amount on deposit in the Third Party
Credit Enhancement Account
shall be withdrawn from the Third Party Credit Enhancement
Account and deposited into the Series Distribution Account. The
Class C Modified Required Amount Shortfall and the Third Party
Credit
Enhancement Amount shall be reduced by the amount of such
deposit.
(42) Allocations of remaining amounts from the Group
Finance Charge Collections Reallocation Account to the Seller.
An amount equal to all remaining amounts on deposit in the Group
Finance Charge Collections Reallocation Account, after all other
allocations from such Account pursuant to the Series Supplements
for any series in the Group to which the Series established
hereby belongs, shall be withdrawn from the Group Finance Charge
Collections Reallocation Account and paid to the Seller.
(43) Allocations from the Excess Funding Account
(General) to the Series Principal Collections Account. An amount
equal to the product of
(A) a fraction the numerator of which is the
Series Investor Interest less the Class Investor Interest with
respect to a Seller Retained Class and the denominator of which
is the sum of the series investor interests less class investor
interests with respect to seller retained classes for all
outstanding series in rapid amortization (after giving effect to
provisions in the applicable Series Supplements substantially
similar to the clauses preceding this clause (43)) and
(B) the amount on deposit in the Excess Funding
Account (General) before any withdrawals therefrom with respect
to any other series pursuant to a comparable clause in the
applicable Series Supplements
shall be withdrawn from the Excess Funding Account (General) and
deposited into the Series Principal Collections Account.
(44) Allocations of Series Principal Collections. An
amount equal to the remaining Series Principal Collections minus
the (i) Series Yield Collections, if any and (ii) remaining
Seller Retained Class Principal Collections shall be withdrawn
from the Series Collections Account and deposited into the Series
Principal Collections Account.
(45) Class A Rapid Amortization Amount. An amount
equal to the lesser of
(A) the Class A Rapid Amortization Amount and
(B) amounts on deposit in the Series Principal
Collections Account
shall be withdrawn from the Series Principal Collections Account
and deposited into the Series Distribution Account. The amount
by which the Class A Rapid Amortization Amount exceeds such
deposit shall be the "Class A Rapid Amortization Amount
Shortfall."
(46) Class B Rapid Amortization Amount. On each
Distribution Date after the Distribution Date on which the Class
A Invested Amount is paid in full, an amount equal to the lesser
of
(A) the Class B Rapid Amortization Amount and
(B) amounts on deposit in the Series Principal
Collections Account
shall be withdrawn from the Series Principal Collections Account
and deposited into the Series Distribution Account. The amount
by which the Class B Rapid Amortization Amount exceeds such
deposit shall be the "Class B Rapid Amortization Amount
Shortfall."
(47) Class C Rapid Amortization Amount. On each
Distribution Date after the Distribution Date on which the Class
A and Class B Invested Amounts are paid in full, an amount equal
to the lesser of
(A) the Class C Rapid Amortization Amount and
(B) amounts on deposit in the Series
Collections Account
shall be withdrawn from the Series Collections Account and
deposited into the Series Distribution Account. The amount by
which the Class C Rapid Amortization Amount exceeds such deposit
shall be the "Class C Rapid Amortization Amount Shortfall."
(48) Allocations from the Group Principal Collections
Reallocation Account for the payment of the Class A Rapid
Amortization Amount Shortfall. An amount equal to the lesser of
(A) the Class A Rapid Amortization Amount
Shortfall and
(B) the product of
(x) a fraction the numerator of which
is the Class A Rapid Amortization Amount Shortfall and the
denominator of which is the sum of the class rapid amortization
amount
shortfalls for all classes with the same alphabetical designation
for all series in rapid amortization in the Group to which the
Series established hereby belongs (after giving effect to
provisions in the applicable Series Supplements substantially
similar to the clauses preceding this clause (48)) and
(y) the amount on deposit in the Group
Principal Collections Reallocation Account before any withdrawals
therefrom with respect to any other series pursuant to a
comparable clause in the applicable Series Supplements
shall be withdrawn from the Group Principal Collections
Reallocation Account and deposited in the Series Distribution
Account. The Class A Rapid Amortization Amount Shortfall will be
reduced by the amount of such deposit.
(49) Allocations from the Group Principal Collections
Reallocation Account for the payment of the Class B Rapid
Amortization Amount Shortfall. An amount equal to the lesser of
(A) the Class B Rapid Amortization Amount
Shortfall and
(B) the product of
(x) a fraction the numerator of which
is the Class B Rapid Amortization Amount Shortfall and the
denominator of which is the sum of the class rapid amortization
amount
shortfalls for all classes with the same alphabetical designation
for all series in rapid amortization in the Group to which the
Series established hereby belongs (after giving effect to
provisions in the applicable Series Supplements substantially
similar to the clauses preceding this clause (49)) and
(y) the amount on deposit in the Group
Principal Collections Reallocation Account before any withdrawals
therefrom with respect to any other series pursuant to a
comparable clause for any class with the same alphabetical
designation and
after any withdrawals therefrom for the benefit of all classes
designated by higher letters of the alphabet of such other series
in the applicable Series Supplements
shall be withdrawn from the Group Principal Collections
Reallocation Account and deposited in the Series Distribution
Account. The Class B Rapid Amortization Amount Shortfall will be
reduced by the amount of such deposit.
(50) Allocations from the Group Principal Collections
Reallocation Account for the payment of the Class C Rapid
Amortization Amount Shortfall. An amount equal to the lesser of
(A) the Class C Rapid Amortization Amount
Shortfall and
(B) the product of
(x) a fraction the numerator of which
is the Class C Rapid Amortization Amount Shortfall and the
denominator of which is the sum of the class rapid amortization
amount
shortfalls for all classes with the same alphabetical designation
for all series in rapid amortization in the Group to which the
Series established hereby belongs (after giving effect to
provisions in the applicable Series Supplements substantially
similar to the clauses preceding this clause (50)); provided,
however, that if any other series (or multiple other series)
shall have more than one unrated class, the class rapid
amortization
amount shortfall to be used in the denominator for each such
other series shall be the class rapid amortization amount
shortfall for the most senior unrated class for such series for
which the class rapid amortization shortfall is greater than zero
and
(y) the amount on deposit in the Group
Principal Collections Reallocation Account before any withdrawals
therefrom with respect to any other series pursuant to a
comparable clause for any class with the same alphabetical
designation and
after any withdrawals therefrom for the benefit of all classes
designated by higher letters of the alphabet of such other series
in the applicable Series Supplements
shall be withdrawn from the Group Principal Collections
Reallocation Account and deposited in the Series Distribution
Account. The Class C Rapid Amortization Amount Shortfall will be
reduced by the amount of such deposit.
(51) Allocations of remaining Series Principal
Collections. An amount equal to all remaining amounts on deposit
in the Series Principal Collections Account shall be withdrawn
from the Series Principal Collections Account and deposited into
the
Group Principal Collections Reallocation Account.
(52) Payment to the Seller. An amount equal to the
lesser of
(A) the positive difference, if any, between
the amount of the Seller Interest and the Minimum Seller Interest
(after giving effect to all similar provisions in other Series
Supplements, beginning with the series (including the Series
established hereby) having the earliest series closing date and
continuing seriatim) and
(B) any remaining amounts on deposit in the
Series Collections Account
shall be withdrawn from the Series Collections Account and paid
to the Seller. If after such payment, amounts remain on deposit
in the Series Collections Account, such amounts shall be
deposited into the Excess Funding Account (SRC).
(53) Additional payment to the Seller. An amount equal
to the lesser of
(A) the positive difference, if any, between
the amount of the Seller Interest and the Minimum Seller Interest
and
(B) the product of (i) any remaining amounts on
deposit in the Group Principal Collections Reallocation Account
and (ii) a fraction the numerator of which is the remaining
amounts on deposit in the Group Principal Collections
Reallocation Account and the denominator of which is the sum of
the remaining amounts on deposit in all group principal
collections reallocation accounts (including the Group Principal
Collections Reallocation Account for the Group to which the
Series established hereby belongs)
shall be withdrawn from the Group Principal Collections
Reallocation Account and paid to the Seller. If after such
payment, amounts remain on deposit in the Group Principal
Collections Reallocation Account, such amounts shall be deposited
into the Excess Funding Account (General).
SECTION 9. Payments.
(a) Payments to the Investor Certificateholders. On
each Distribution Date, after giving effect to deposits and
allocations made pursuant to Section 8, the Servicer shall direct
the Trustee to make the following additional deposits and
withdrawals and to cause the Paying Agent to pay funds from the
applicable Investor Account to or for the benefit of each Class
of Investor Certificateholders as set forth below
(1) Deposits of the Class A Modified Required Amount
into the Series Interest Funding Account. An amount equal to the
lesser of
(A) the Class A Modified Required Amount and
(B) the amount deposited in respect of the
Class A Modified Required Amount into the Series Distribution
Account on such Distribution Date pursuant to Section 8
shall be withdrawn from the Series Distribution Account and
deposited into the Series Interest Funding Account. The positive
difference, if any, between the Class A Modified Required Amount
and the amount of such deposit shall be the "Class A Monthly
Deficiency Amount."
(2) Deposits of the Class B Modified Required Amount
into the Series Interest Funding Account. An amount equal to the
lesser of
(A) the Class B Modified Required Amount and
(B) the amount deposited in respect of the
Class B Modified Required Amount into the Series Distribution
Account on such Distribution Date pursuant to Section 8
shall be withdrawn from the Series Distribution Account and
deposited into the Series Interest Funding Account. The positive
difference, if any, between the Class B Modified Required Amount
and the amount of such deposit shall be the "Class B Monthly
Deficiency Amount."
(3) Deposits of the Class C Modified Required Amount
into the Series Interest Funding Account. An amount equal to the
lesser of
(A) the Class C Modified Required Amount and
(B) the amount deposited in respect of the
Class C Modified Required Amount into the Series Distribution
Account on such Distribution Date pursuant to Section 8
shall be withdrawn from the Series Distribution Account and
deposited into the Series Interest Funding Account. The positive
difference, if any, between the Class C Modified Required Amount
and the amount of such deposit shall be the "Class C Monthly
Deficiency Amount."
(4) Payment of Series Interest. On each Interest
Payment Date and Special Payment Date, the Servicer shall direct
the
Trustee to withdraw and cause the Paying Agent to pay the amount
deposited into the Series Interest Funding Account with respect
to each Class or Subclass since the preceding Interest Payment
Date to the Investor Certificateholders of such Class or Subclass
in
accordance with Section 5.01 of the Pooling and Servicing
Agreement.
(5) Payment of the Class A Early Termination Premium or
Class A Early Termination Premium Shortfall, as applicable. If
applicable, an amount equal to the lesser of
(A) the Class A Early Termination Premium or
the Class A Early Termination Premium Shortfall, as applicable,
and
(B) the amount on deposit in respect of the
Class A Early Termination Premium or the Class A Early
Termination
Premium Shortfall, as applicable, on such Distribution Date
pursuant to Section 8
shall be withdrawn from the Series Distribution Account and paid
to the Class A Investor Certificateholders.
(6) Payment of the Class B Early Termination Premium or
Class B Early Termination Premium Shortfall, as applicable. If
applicable, an amount equal to the lesser of
(A) the Class B Early Termination Premium or
the Class B Early Termination Premium Shortfall, as applicable,
and
(B) the amount on deposit in respect of the
Class B Early Termination Premium or the Class B Early
Termination
Premium Shortfall, as applicable, on such Distribution Date
pursuant to Section 8
shall be withdrawn from the Series Distribution Account and paid
to the Class B Investor Certificateholders.
(7) Payment of Series Monthly Servicing Fee. An amount
equal to the lesser of
(A) the sum of the Series Monthly Servicing Fee
and all accrued but unpaid Series Monthly Servicing Fees as of
the prior Distribution Date and
(B) the amount on deposit in respect of the
Series Monthly Servicing Fee in the Series Distribution Account
on such Distribution Date pursuant to Section 8
shall be withdrawn from the Series Distribution Account and paid
to the Servicer.
(8) Payment of the Series Monthly Servicing Fee
Additional Funds Portion and the Series Monthly Servicing Fee
Additional Funds Portion Shortfall, if applicable. If
applicable, an amount equal to the lesser of
(A) the sum of the Series Monthly Servicing Fee
Additional Funds Portion and the Series Monthly Servicing Fee
Additional Funds Portion Shortfall, if applicable, and
(B) the amount on deposit in respect of the
Series Monthly Servicing Fee Additional Funds Portion and the
Series Monthly Servicing Fee Additional Funds Portion Shortfall,
if applicable, in the Series Distribution Account on such
Distribution Date pursuant to Section 8
shall be withdrawn from the Series Distribution Account and paid
to the Servicer.
(9) Payment of the Third Party Credit Enhancement Fee.
An amount equal to the lesser of
(A) the Third Party Credit Enhancement Fee and
(B) the amount on deposit in respect of the
Third Party Enhancement Fee in the Series Distribution Account on
such Distribution Date pursuant to Section 8
shall be withdrawn from the Series Distribution Account and paid
to the Trustee as administrator of the Third Party Credit
Enhancement for application in accordance with the provisions of
the Third
Party Credit Enhancement Agreement.
(10) Payment of the Series Pre-Funding Amount, if
applicable. An amount equal to the amount on deposit in respect
of the Series Pre-Funding Amount in the Series Distribution
Account pursuant to Section 8 shall be withdrawn from the Series
Distribution Account and paid to each Class, seriatim, in
accordance with the following calculation: an amount equal to
the product of (i) a fraction the numerator of which is the Class
Investor Interest and the denominator of which is the Series
Investor Interest and (ii) such amount on deposit.
(11) Payment of Series Principal.
(A) On each Principal Payment Date, an amount
equal to the lesser of
(x) the Class Controlled Amortization
Amount and the Class C Permitted Controlled Amortization Amount,
if any, and
(y) the remaining amount on deposit in
the Series Distribution Account on such Distribution Date
pursuant to Section 8
shall be withdrawn from the Series Distribution Account and shall
be paid to (i) prior to the Class C Fixing Deadline, the Class A
Certificateholders and Class C Certificateholders, as applicable,
and (ii) after the Class C Fixing Deadline, to each outstanding
Class of Investor Certificateholders, seriatim, beginning with
the most senior Class, pursuant to Section 5.01 of the Pooling
and Servicing Agreement.
(B) On each Special Payment Date, an amount
equal to the remaining amount on deposit in the Series
Distribution Account or the Series Principal Funding Account, as
applicable, as of such Date pursuant to Section 8 shall be
withdrawn from the Series Distribution Account or the Series
Principal Funding Account, as applicable, and shall be paid to
the Investor Certificateholders pursuant to Section 5.01 of the
Pooling and Servicing Agreement.
(C) On each Class Expected Final Payment Date,
an amount equal to the lesser of
(x) the Class Invested Amount and
(y) the amount deposited into the
Series Principal Funding Account on such Distribution Date
pursuant to
Section 8
shall be withdrawn from the Series Principal Funding Account and
shall be paid to the Investor Certificateholders pursuant to
Section 5.01 of the Pooling and Servicing Agreement.
All amounts set forth in subsections (A)-(C) above shall be paid
to the Class A Investor Certificateholders until the Class A
Invested Amount is reduced to zero; thereafter, such amounts
shall be paid to the Class B Investor Certificateholders until
the Class B Invested Amount is reduced to zero; thereafter, such
amounts shall be paid to the Class C Investor Certificateholders
until the Class C Invested Amount is reduced to zero, unless the
Series Termination Date occurs prior to such date; provided,
however, that nothing contained in this section shall prohibit
the payment of the Class C Permitted Controlled Amortization
Amount. In no event shall any amounts be paid with respect to
any Class of Investor Certificates pursuant to this clause (11)
in excess of the Class Invested Amount for such Class. Any
amounts remaining on deposit in any of the Investor Accounts
established for this Series after the Class Invested Amount for
each Class has been reduced to zero shall be paid to the Seller.
(b) Payments to the Seller and/or the Servicer.
Notwithstanding the other provisions in Section 8 and this
Section 9, any amounts payable to the Seller or to the Servicer
on any
Distribution Date pursuant to Section 8 and this Section 9 may be
paid prior to such Distribution Date pursuant to Section 4.03(d)
of the Pooling and Servicing Agreement.
SECTION 10. Third Party Credit Enhancement.
(a) Initial Third Party Credit Enhancement. If
applicable, the Servicer hereby represents with respect to the
Initial Third Party Credit Enhancement and shall be deemed to
represent with respect to any successor Third Party Credit
Enhancement that (i) the Servicer has provided for the Third
Party Credit Enhancement for the account of the Trustee and for
the benefit of the Certificateholders, (ii) the Servicer has
entered into a Third Party Credit Enhancement Agreement, (iii)
the Third Party Credit Enhancement permits the Trustee or the
Servicer, acting as the Trustee's attorney-in-fact or otherwise,
to make Third Party Credit Enhancement Drawings from time to time
in an amount up to the Total Available Third Party Credit
Enhancement Amount at such time, for the purposes set forth in
this Agreement and (iv) the Third Party Credit Enhancement and
the respective Third Party Credit Enhancement Agreement may be
terminated by the Trustee without penalty if the Servicer elects
to obtain a successor Third Party Credit Enhancement and such
election does not cause a Ratings Event.
(b) Successor Third Party Credit Enhancement.
(i) If the provider of the Third Party
Credit Enhancement ceases to be a Qualified Third Party Credit
Enhancement Provider, the Servicer shall exercise its best
efforts to obtain a successor Third Party Credit Enhancement (a)
which will be issued by a Qualified Third Party Credit
Enhancement Provider and (b) with respect to which the
representations set forth in Section 10(a) will be satisfied;
provided, however, that the Servicer shall not be required to
continue efforts to obtain a successor Third Party Credit
Enhancement if the then existing Third Credit Enhancement
Provider again becomes a Qualified Third Party Credit Enhancement
Provider and remains such; and provided, further,that unless
otherwise agreed to by the Rating Agencies, the Third Party
Credit Enhancement and Third Party Credit Enhancement Agreement
will not be terminated and no successor Third Party
Credit Enhancement Provider shall be selected if the successor
Third Party Credit Enhancement, the successor Third Party Credit
Enhancement Agreement, or the selection of such successor Third
Party Credit Enhancement Provider would cause a Ratings Event.
The Servicer, the Trustee and the Seller shall promptly enter
into any such successor Third Party Credit Enhancement Agreement,
and the Servicer shall use its best efforts to secure the
signature of any other required party to such agreement.
(ii) The Servicer may elect, at any time, to
obtain a successor Third Party Credit Enhancement, provided that
such successor Third Party Credit Enhancement does not cause a
Ratings Event.
(iii) In any case, subject to the foregoing,
any successor Third Party Credit Enhancement obtained by the
Servicer need not consist of the same type of Third Party Credit
Enhancement as the Initial Third Party Credit Enhancement, but
may consist of a different type of facility, including, but not
limited to, a
reserve account, a cash collateral account, an
irrevocable standby letter of credit, a surety bond or a
combination of any of the above. Upon issuance of, or other
provision for, any such
successor Third Party Credit Enhancement, the Trustee may
terminate the prior Third Party Credit Enhancement and the Third
Party Credit Enhancement Agreement.
SECTION 11. Calculation of Investor Losses.
(a) For each Distribution Date, the Servicer shall
calculate the Class Investor Charged-Off Amount with respect to
each Class, as of the end of the related Due Period.
(b) On each Distribution Date, after giving effect to
all allocations and deposits pursuant to Section 8, the Investor
Loss shall equal the Class Cumulative Investor Charged-Off Amount
with respect to any Class as of such Distribution Date.
SECTION 12. Servicing Compensation. As compensation
for its servicing activities hereunder and under the Pooling and
Servicing Agreement and reimbursement of its expenses as set
forth in Section 3.02 of the Pooling and Servicing Agreement, the
Servicer shall be entitled to receive a monthly servicing fee
with respect to the Series established hereby in respect of any
Due Period (or portion thereof) prior to the earlier of (i) the
date on which the Series Investor Interest is reduced to zero or
(ii) the Series Termination Date. The Series Monthly Servicing
Fee and the Series Monthly Servicing Fee Additional Funds
Portion, if any, shall be paid to the Servicer on or before each
Distribution Date pursuant to Section 8.
SECTION 13. Class Coupon Cap Agreement.
(a) The Servicer may obtain Class Coupon Cap Agreements
in favor of the Trustee for the benefit of each Class or Subclass
that does not have a fixed Certificate Rate or Embedded Coupon
Cap. If applicable, each such Class Coupon Cap Agreement shall
provide that (i) the Trust shall not be required to make any
payments thereunder and (ii) the Trust shall be entitled to
receive payments (determined in accordance with such Class Coupon
Cap Agreement) from the Coupon Cap Provider on an Interest
Payment Date if LIBOR or the Commercial Paper Rate (or such other
index as determined by the Servicer, a "Substitute Index"), as
applicable, for the related Calculation Period exceeds the Class
Coupon Cap for the applicable Class or Subclass. Any Class
Coupon Payment shall be made in accordance with Sections 8 and 9.
(b) In the event that the commercial paper or
certificate of deposit rating of the Coupon Cap Provider is
withdrawn or reduced below the ratings specified in the Class
Coupon Cap Agreement (or, in either case, such lower rating as
will not cause a Ratings Event), then within 30 days after
receiving notice of such decline in the creditworthiness of the
Coupon Cap Provider as determined by either Rating Agency, either
(x) the Coupon Cap Provider, with the prior confirmation of the
Rating Agencies that such arrangement will not result in a
Ratings Event, will enter into an arrangement the purpose of
which shall be to assure performance by the Coupon Cap Provider
of its obligations under the Class Coupon Cap Agreement; or (y)
the Servicer shall at its option either (i) with the prior
confirmation of the Rating Agencies that such action will not
result in a Ratings Event, (A) cause the Coupon Cap Provider to
pledge securities in the manner provided by applicable law or (B)
itself pledge or cause to be pledged securities, which shall be
held by the Trustee or its agent free and clear of the Lien of
any third party, in a manner conferring on the Trustee a
perfected first Lien in such securities securing the Coupon Cap
Provider's performance of its obligations under
the Class Coupon Cap Agreement, or (ii) establish any other
arrangement (including an arrangement or arrangements in addition
to or in substitution for any prior arrangement made in
accordance with the provisions of this Section 13(b))
satisfactory to the Rating Agencies such that such other
arrangement will not cause a Ratings Event (a "Qualified
Substitute Cap Arrangement");
provided, however, that in the event at any time any alternative
arrangement established pursuant to clause (x) or (y)(i) or
(y)(ii) above shall cease to be satisfactory to the Rating
Agencies then the provisions of this Section 13(b) shall again be
applied and in connection therewith the 30-day period referred to
above shall commence on the date the Servicer receives notice of
such cessation.
(c) Unless an alternative arrangement pursuant to
clause (x), (y)(i) or (y)(ii) of Section 13(b) is being
established, the Servicer shall use its best efforts to obtain a
Replacement Class Coupon Cap Agreement or Qualified Substitute
Cap Arrangements meeting the requirements of this Section 13(c)
during the 30-day period referred to in Section 13(b). The
Trustee shall not terminate the Class Coupon Cap Agreement
unless, prior to the expiration of the 30-day period referred to
in Section 13(b), the Servicer delivers to the Trustee (i) a
Replacement Class Coupon Cap Agreement or Qualified Substitute
Cap Arrangements, (ii) to the extent applicable, an Opinion of
Counsel as to the due authorization, execution and delivery and
validity and enforceability of each such Replacement Class Coupon
Cap Agreement or Qualified Substitute Cap Arrangement, as the
case may be, and (iii) confirmation from each Rating Agency that
the termination of the Class Coupon Cap Agreement and their
replacement with such Replacement Class Coupon Cap Agreement or
Qualified Substitute Cap Arrangements will not cause a Ratings
Event.
(d) The Servicer shall notify the Trustee, the Rating
Agencies and the Third Party Credit Enhancement Provider within
five Business Days after obtaining knowledge that the commercial
paper or certificate of deposit rating of the Coupon Cap Provider
has been withdrawn or reduced by either Rating Agency.
(e) Notwithstanding the foregoing, the Servicer may at
any time obtain a Replacement Class Coupon Cap Agreement,
provided that the Servicer delivers to the Trustee (i) an Opinion
of Counsel as to the due authorization, execution and delivery
and validity and enforceability of such Replacement Class Coupon
Cap Agreement and (ii) confirmation from the Rating Agencies that
the termination of the then current Class Coupon Cap Agreement
and its replacement with such Replacement Class Coupon Cap
Agreement will not cause a Ratings Event. After a Replacement
Class Coupon Cap Agreement or Qualified Substitute Cap
Arrangement has been obtained, the Seller may direct the Trustee
to terminate or otherwise transfer or assign the replaced Class
Coupon Cap Agreement, and direct the Trustee to pay any proceeds
from such termination or transfer to the Servicer. In addition,
notwithstanding the foregoing, the Seller may at any time direct
the Trustee to terminate or otherwise transfer or
assign its rights relating to any portion of the Class Coupon Cap
Agreement. The Seller may direct the Trustee to pay any proceeds
from such partial termination to the Servicer.
(f) The Trustee hereby appoints the Servicer to perform
the duties of the calculation agent under the Class Coupon Cap
Agreement and the Servicer accepts such appointment.
SECTION 14. Investor Certificateholders' Monthly
Statement. On each Distribution Date, the Paying Agent shall
forward to each Certificateholder of the Series established
hereby a statement substantially in the form of Exhibit B
prepared by the Trustee (based on information provided by the
Servicer) setting
forth the information listed thereon.
SECTION 15. Monthly Servicer Certificate. On or
before the second Business Day preceding each Distribution Date,
the Servicer shall forward to the Seller, the Trustee and the
Paying Agent a certificate of a Servicing Officer substantially
in the form of Exhibit C setting forth the information listed
thereon.
SECTION 16. Additional Rapid Amortization Events.
If any one of the following events shall occur:
(a) failure on the part of the Seller (i) to make
any payment or deposit required by the terms of this Agreement or
the Pooling and Servicing Agreement on or before the date
occurring five Business Days after the date such payment or
deposit is required to be made or (ii) duly to observe or perform
in any material respect any other material covenants or
agreements of the Seller set forth in this Agreement or the
Pooling and Servicing Agreement, 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 Seller by the Trustee, or to the Seller and the Trustee by
the Investor Certificateholders evidencing Fractional Undivided
Interests aggregating not less than 25% of the Class Invested
Amount of any Class of any Series materially adversely affected
thereby;
(b) any representation or warranty made by the
Seller in this Agreement or the Pooling and Servicing Agreement
or any information contained in Schedule 1 of the Pooling and
Servicing Agreement shall prove to have been incorrect in any
material respect when made or when delivered, which
representation, warranty or Schedule 1 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 Seller by the Trustee, or
to the Seller and the Trustee by the Holders of Investor
Certificates evidencing Fractional Undivided Interests
aggregating not less than 25% of the Class
Invested Amount of any Class of any Series materially adversely
affected thereby;
(c) the Seller shall become unable for any reason to
transfer Receivables to the Trust in accordance with the
provisions of the Pooling and Servicing Agreement and such
inability shall continue for five Business Days;
(d) any Servicer Termination Event shall occur that
would have a material adverse effect on the Investor
Certificateholders;
(e) the Trust shall become an "investment company"
within the meaning of the Investment Company Act of 1940, as
amended;
(f) the amount of Principal Receivables in the Trust
at the end of any Due Period shall be less than the Minimum
Principal Receivables Balance and the Seller shall have failed to
assign Principal Receivables in Additional Accounts or
Participation Interests to the Trust on behalf of the Seller in
at least the amount of such deficiency by the Distribution Date
related to the second subsequent Due Period (for purposes of this
clause (f) the amount of Principal Receivables in Additional
Accounts shall be determined as of the last day of the Due Period
preceding the assignment of such Principal Receivables to the
Trust);
(g) if applicable, following the withdrawal or
reduction of the commercial paper or certificate of deposit
rating of any
Coupon Cap Provider to below the ratings specified in the Series
Term Sheet (or, in either case, such lower rating as the
applicable Rating Agency has permitted), the Servicer shall fail,
within the applicable time period specified in Section 13, to (x)
obtain Replacement Class Coupon Cap Agreement or Qualified
Substitute Cap Arrangements or (y) cause the Coupon Cap Provider
to pledge securities as collateral securing the obligations of
the Coupon Cap Provider as provided in Section 13, in each case
in a manner satisfactory to the Trustee and the Rating Agencies
(such that neither Rating Agency will reduce or withdraw the
ratings of the Investor Certificates of the Series established
hereby); or
(h) there shall have been three Distribution Dates on
which the Net Yield is less than the Base Rate since the later of
the Series Closing Date or the last Distribution Date on which
the Investor Loss for each Class of the Series equalled zero;
then
(x) in the case of any event described in
subparagraphs (a), (b) or (d) after any applicable grace period
set forth in such subparagraphs, either the Trustee or the
Holders of Investors Certificates evidencing Fractional Undivided
Interests aggregating not less than 51% of the Series Investor
Interest by notice then given in writing to the Seller and the
Servicer (and to the Trustee if given by the Investor
Certificateholders) may declare that an amortization event (a
"Rapid Amortization Event") has occurred with respect to the
Series established hereby as of the date of such notice;
(y) in the case of any event described in
subparagraph (c), (e) or (f), a Rapid Amortization Event shall
occur with respect to all Series of Investor Certificates,
immediately upon the occurrence of such event; and
(z) in the case of any event described in
subparagraphs (g) and (h), a Rapid Amortization Event shall occur
with respect to the Investor Certificates of the Series
established hereby, immediately upon the occurrence of such
event.
SECTION 17. Purchase of Investor Certificates and
Series Termination. If the Servicer determines that, as of any
Distribution Date during the Rapid Amortization Period, or after
the Class B Expected Final Payment Date (after giving effect to
any allocations or deposits calculated pursuant to Section 8 made
on such Distribution Date) the Series Investor Interest less (i)
the Class Investor Interest with respect to any Seller Retained
Class and (ii) the Supplemental Cash allocable to the Class A
Investor Interest or Class B Investor Interest of the Series
established hereby, will be less than or equal to 10% of the
Series Initial Investor Interest minus the Class Initial Investor
Interest with respect to any Seller Retained Class, the Seller
may purchase and cancel the Investor Certificates of the Series
established hereby by depositing into the Series Distribution
Account, on such Distribution Date, an amount equal to the Series
Investor Interest (plus all accrued but unpaid Certificate
Interest and all funds on deposit in the Series Principal Funding
Account) as of the last day of the Due Period related to such
immediately succeeding Distribution Date; provided, however, that
the Seller may not purchase and cancel any Investor Certificates
representing a Seller Retained Class (except as otherwise
provided in Section 8) until all Classes of Investor Certificates
senior to such Seller Retained Class have been purchased and
cancelled. The amount deposited pursuant to this Section 17 that
is allocable to the Investor Certificateholders shall be paid to
the Investor Certificateholders pursuant to Section 12.02 of the
Pooling and Servicing Agreement on the Distribution Date related
to such deposit. All Investor Certificates of the Series
established hereby that are purchased by the Seller pursuant to
this Section 17 shall be delivered upon such purchase by the
Seller to, and shall be cancelled by, the Transfer Agent and
shall be disposed of in a manner satisfactory to the
Trustee and the Seller.
SECTION 18. Variable Accumulation Period. The
Controlled Accumulation Period is scheduled to commence on the
Stated Controlled Accumulation Period Commencement Date;
provided, however, that if the Controlled Accumulation Period
Length
(determined as described below) on any Determination Date is
different from the Initial Scheduled Controlled Accumulation
Period Length, the Servicer, at its option on any Determination
Date prior to the commencement of the Controlled Accumulation
Period, may elect to modify the date on which the Controlled
Accumulation Period actually commences to the last Business Day
of any Due Period that precedes the Due Period that is the number
of Due Periods prior to the Expected Final Payment Date equal to
the Controlled Accumulation Period Length. Such election will be
set forth in the Monthly Servicer Certificate. If the Servicer
elects to modify the date on which the Controlled Accumulation
Period commences pursuant to this Section 18, then on each
Determination Date thereafter until the date on which the
Controlled Accumulation Period commences the Servicer will
recalculate the Controlled Accumulation Period Length; provided,
however, that (i) the length of the Controlled Accumulation
Period will not be less than the Minimum Controlled Accumulation
Period Length and (ii) notwithstanding any other provision of
this Series Supplement to the contrary, no election to postpone
the commencement of the Controlled Accumulation Period shall be
made after a Rapid Amortization Event (as described herein or in
the applicable Series Supplement) shall have occurred for so long
as it is continuing with respect to any Series in the Group to
which the Series established hereby belongs. On each
Determination Date, the Servicer will determine the "Controlled
Accumulation Period Length" that will equal the number of Due
Periods such that the Class Controlled Accumulation Amount for
the Due Period related to the Class Expected Final Payment Date,
when aggregated with the Class Controlled Accumulation Amounts
for each preceding Due Period, will equal or exceed the Series
Initial Investor Interest. Any notice by the Servicer electing
to modify the commencement of the Controlled Accumulation Period
pursuant to this Section 18 shall specify the following as
determined on such Determination Date: (i) the Controlled
Accumulation Period Length; (ii) the commencement date of the
Controlled Accumulation Period; and (iii) the Class Controlled
Accumulation Amount with respect to each class of such Series
with respect to each Due Period. If the Controlled Accumulation
Period Length as recalculated on any such Determination Date
exceeds the number of full Due Periods following such
Determination Date and preceding the Class A Expected Final
Payment Date, the commencement date of the Controlled
Accumulation Period will be such Determination Date.
SECTION 19. Series Yield Factor. The Series Yield
Factor for the Series established hereby initially shall be the
Series Yield Factor set forth in the Series Term Sheet. The
Servicer may change the Series Yield Factor upon 20 days prior
written notice to the Trustee, the Seller, the Third Party Credit
Enhancement Provider and the Rating Agencies, provided that the
following conditions are satisfied: (i) the Series Yield Factor
may not be reduced below the initial Series Yield Factor; (ii)
the Servicer shall have delivered to the Trustee a certificate to
the effect that the Servicer reasonably believes that the change
in the Series Yield Factor would not (x) result in any delay in
the payment of principal to the Investor Certificateholders of
any Series then outstanding, or (y) cause a Rapid Amortization
Event to occur with respect to any Series then outstanding; and
(iii) the Rating Agencies shall have advised the Servicer and the
Seller that such change in the Series Yield Factor would not
cause a Ratings Event. Any such change shall be effective as of
the first day of the Due Period specified in the notice of the
Servicer. Series Yield Collections, if any, shall be treated as
a "Series Additional Allocable Amount."
SECTION 20. Issuance of Additional Investor
Certificates.
(a) During the Revolving Period, the Seller may, in
its discretion and subject to the terms of subsection (b) below,
request the Trustee to issue additional investor certificates of
each Class (each such additional certificates, the "Additional
Certificates") for the Series established hereby in an amount and
on the date (the "Additional Certificate Date") determined by the
Seller. Upon issuance, the Additional Certificates will be
identical in all respects (except that the principal amount of
such Additional Certificates may be different) to the Investor
Certificates currently outstanding and will be equally and
ratably entitled to the benefits of this Series Supplement and
the Pooling and Servicing Agreement. The outstanding principal
amounts of all Classes of the outstanding Series and the size of
the Series Third Party Credit Enhancement, if any, shall be
increased pro rata. The percentage of the Series Third Party
Credit Enhancement for each outstanding Class of such Series
shall not change upon the issuance of the Additional
Certificates. The Class Controlled Accumulation Amount or Class
Controlled Amortization Amount, as applicable, for each Class of
such Series shall be increased proportionally to
reflect the additional amount of Class A, Class B and Class C
Certificates for such Series represented by the Additional
Certificates.
(b) Additional Certificates shall only be issued
upon satisfaction of all of the following conditions:
(i) On or before the fifth Business Day
immediately preceding the date on which the Additional
Certificates are to be issued, the Seller shall give notice to
the Trustee, the Servicer and the Rating Agencies of such
issuance and the date upon which it is to occur;
(ii) After giving effect to the addition of
the Additional Certificates to the Series, the total amount of
Principal Receivables in the Trust shall be greater than or equal
to the Minimum Principal Receivables Balance;
(iii) The Seller shall have delivered evidence
of the proportional increase in the Series Third Party Credit
Enhancement to the Trustee and the Rating Agencies;
(iv) On or before the Additional Certificate
Date, the Trustee shall have been advised in writing by the
Rating Agencies that the issuance of the Additional Certificates
will not cause a Ratings Event;
(v) The Seller shall have delivered to the
Trustee an Officer's Certificate dated as of the Additional
Certificate Date, stating that the Seller reasonably believes
that the issuance of such Additional Certificates will not have a
material adverse effect on any outstanding Class of the Series
affected by such issuance;
(vi) As of the Additional Certificate Date,
the amount of Investor Loss for all Classes of such Series shall
be
zero; and
(vii) The Seller shall have delivered to the
Trustee a Tax Opinion with respect to such issuance.
SECTION 21. Sale or Transfer of Seller Retained
Classes. On any date that is at least two months prior to the
start of the Controlled Accumulation or Controlled Amortization
Period, as applicable, the Seller may, in its discretion and
subject to the terms of this Section 21, sell or transfer any
Seller Retained Class of Investor Certificates (the "Purchased
Class") of the Series established hereby (the "Seller Retained
Class Purchase Date") upon satisfaction of the following
conditions:
(i) On or before the fifth Business Day
immediately preceding the Seller Retained Class Purchase
Date, the Seller shall give notice to the Trustee, the
Servicer and the Rating Agencies of such sale or transfer
and of the Seller Retained Class Purchase Date;
(ii) On or before the Seller Retained Class
Purchase Date, the Trustee shall have been advised in writing by
the Rating Agencies that the sale or transfer of the Purchased
Class will not cause a Ratings Event;
(iii) On or before the Seller Retained Class
Purchase Date, the Seller shall have delivered to the Trustee an
Officer's Certificate dated as of the Seller Retained Class
Purchase Date, stating that the Seller reasonably believes that
the sale of such Seller Retained Class will not have a material
adverse effect on any other
outstanding Class of the Series;
(iv) As of the Seller Retained Class Transfer
Date, the amount of Class Investor Loss for all Classes
of this Series shall be zero;
(v) The Holders of the Purchased Class shall
have agreed that they shall not be entitled to principal payments
with respect to such Purchased Class until the Class Investor
Interest for all Classes senior to such Purchased Class have been
reduced to zero;
(vi) No Rapid Amortization Event with respect
to this Series shall have occurred; and
(vii) The Seller shall have delivered to the
Trustee a Tax Opinion with respect to the Purchased Class.
Any such Seller Retained Class sold pursuant to this Section 21
shall no longer be considered a Seller Retained Class.
SECTION 22. Paired Series. If the Series Term Sheet
for the Series established hereby so provides, the Seller may
issue a subsequent series of investor certificates (the "Paired
Series") that is linked with the Series established hereby.
Under certain circumstances, a Paired Series may affect the
timing and amount of principal collections available for the
Series established hereby.
SECTION 23. Fixed Principal Allocation Adjustment.
Upon the issuance of each new series of Investor Certificates in
the Group to which the Series established hereby belongs,
provided that (i) a Rapid Amortization Event has not occurred and
(ii) a Fixed Principal Allocation Event has occurred, the
Servicer may, at its option on or before any Determination Date,
elect to cause a readjustment of the Class Percentage with
respect to Principal Collections by taking into account principal
collections available to the Series established hereby from the
newly issued series (a "Fixed Principal Allocation Adjustment").
Notice of such election will be set forth in the Monthly Servicer
Certificate.
SECTION 24. Ratification of Pooling and Servicing
Agreement. As supplemented and amended by this Series
Supplement, the Pooling and Servicing Agreement is in all
respects ratified and confirmed and the Pooling and Servicing
Agreement as so
supplemented by this Series Supplement shall be read, taken, and
construed as one and the same instrument.
SECTION 25. 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 26. Book-Entry Certificates. The Class C
Investor Certificate shall not be issued as book-entry
certificates pursuant to Section 6.02 of the Pooling and
Servicing Agreement
unless (i) the Class C Certificate shall be sold or transferred
pursuant to Section 21 and (ii) the Seller shall so elect.
SECTION 27. Governing Law. This Series Supplement
shall be construed in accordance with the internal laws of the
State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such
laws.
EXHIBIT A-1
FORM OF CLASS A CERTIFICATE
[FORM OF THE FACE OF THE CLASS A CERTIFICATES]
UNLESS THIS CLASS A CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CLASS A CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND
ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
NO. $
CUSIP NO. _81234C__
6.45% CLASS A MASTER TRUST CERTIFICATE, SERIES 1996-4
SEARS CREDIT ACCOUNT MASTER TRUST II
SEARS RECEIVABLES FINANCING GROUP, INC.
SELLER
SEARS, ▇▇▇▇▇▇▇ AND CO.
SERVICER
(NOT AN INTEREST IN OR OBLIGATION OF SEARS RECEIVABLES FINANCING
GROUP, INC., SEARS NATIONAL BANK OR SEARS, ▇▇▇▇▇▇▇ AND CO.)
This certifies that CEDE & CO. (the "Class A
Certificateholder") is the registered owner of a Fractional
Undivided Interest in Sears Credit Account Master Trust II (the
"Trust"), the corpus of which consists of a portfolio of
receivables (the "Receivables") existing as of the Cut-Off Date
(or, with respect to Receivables in Additional Accounts, as of
the applicable Additional Account Cut-Off Date) or thereafter
created under certain open-end retail charge plans for specified
Persons (the "Accounts") originated by Sears, ▇▇▇▇▇▇▇ and Co., a
New York corporation ("Sears") or its affiliates, and transferred
to Sears Receivables Financing Group, Inc., a Delaware
corporation ("SRFG"), all monies due or to become due with
respect thereto, all Participation Interests, if any, all
benefits under any Credit Enhancement with respect to any series
of investor certificates issued from time to time, to the extent
applicable, all proceeds (as defined in Article 9 of the Uniform
Commercial Code as in effect in the State of New York) of such
Receivables, and Insurance Proceeds, if any, relating thereto,
pursuant to a Pooling and Servicing Agreement, dated as of July
31, 1994, as amended (the "Pooling and Servicing Agreement"), by
and among Sears as Servicer, SRFG as Seller and The First
National Bank of Chicago, as trustee (the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth
below. Reference is hereby made to the
further provisions of this Class A Certificate set forth on the
reverse hereof, and such further provisions shall for all
purposes have the same effect as if set forth at this place.
This Class A Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or any
amendment thereto, or the Series Supplement, dated as of October
29, 1996 (the "Series Supplement"), by and among the Trustee,
Sears and SRFG or any amendment thereto, or become vested or
obligatory for any
purpose until the certificate of authentication hereon shall have
been signed by or on behalf of the Trustee under the Pooling and
Servicing Agreement.
IN WITNESS WHEREOF, SRFG has caused this Class A
Certificate to be duly executed and authenticated.
SEARS RECEIVABLES FINANCING GROUP, INC.
By:______________________________________
Name:
Title:
[FORM OF THE REVERSE OF THE CLASS A
CERTIFICATES] [For an Amortizing
Structure]
It is the intent of SRFG and the Investor
Certificateholders that, for federal, state and local income and
franchise tax purposes only, the Investor Certificates will be
evidence of indebtedness. SRFG and the Class A
Certificateholder, by the acceptance of this Class A Certificate,
agree to treat this Class A Certificate for federal, state and
local income and franchise tax purposes as indebtedness secured
by the Receivables and other assets held in the Trust.
To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and
Servicing Agreement or the Series Supplement. This Class A
Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement
and the Series Supplement, to which Pooling and Servicing
Agreement and Series Supplement, as each may be amended from time
to time, the Class A Certificateholder by virtue of the
acceptance hereof assents and by which the Class A
Certificateholder is bound.
This Class A Certificate is one of a series of
Certificates entitled "6.45% Class A Master Trust Certificates,
Series 1996-4" (the "Class A Certificates"), each of which
represents a Fractional Undivided Interest in the Trust,
including the right to receive the Collections and other amounts
at the times and in the amounts specified in the Pooling and
Servicing Agreement and the Series Supplement to be deposited in
the Investor Accounts with respect to Sears Credit Account Master
Trust II, Series 1996-4 or paid to the Class A
Certificateholders. Also issued under the Pooling and Servicing
Agreement and the Series Supplement are Investor Certificates
designated as "6.65% Class B Master Trust Certificates, Series
1996-4" (the "Class B Certificates") and "Class C Master Trust
Certificates, Series 1996-4" (the "Class C Certificates"). The
Class A Certificates, the Class B Certificates and the Class C
Certificates are collectively referred to herein as the Investor
Certificates.
The aggregate interest represented by the Class A
Certificates at any time in the assets of the Trust shall not
exceed an amount equal to the Class A Investor Interest at such
time, plus accrued but unpaid Certificate Interest for the Class
A Certificates and any interest thereon. The Class Initial
Investor Interest of the Class A Certificates is $500,000,000.
The Class A Invested Amount on any Distribution Date will be an
amount equal to the Class A Initial Investor Interest minus the
sum of (a) the
aggregate amount of payments of Certificate Principal paid to the
Class A Certificateholders prior to such Distribution Date and
(b) the Investor Loss for such Class, if any, at the beginning of
such Distribution Date. In addition to the Investor
Certificates, a Seller Certificate has been issued pursuant to
the Pooling and Servicing Agreement which represents, at any
time, the undivided interest in the Trust not represented by the
Investor Certificates or the investor certificates of any other
series of investor certificates then outstanding. Subject to the
terms and conditions of the Pooling and Servicing Agreement, the
Seller may from time to time direct the Trustee, on behalf of the
Trust, to issue one or more new series of investor certificates,
which will represent Fractional Undivided Interests in the Trust.
During the Revolving Period, which begins on the day
following the Series Cut-Off Date, Certificate Interest will be
distributed on the 15th day of each calendar month with respect
to interest accrued during the preceding Interest Accrual Period,
commencing in November 1996, or if such 15th day is not a
Business Day, on the next succeeding Business Day (each, a
"Distribution Date"), to the Class A Certificateholders of record
as of the last day of the month preceding the related
Distribution Date. During the Controlled Amortization Period,
which will begin on the first day of the Due Period related to
the Distribution Date in November 2000 unless a Rapid
Amortization Event occurs prior to such date, and during the
Rapid Amortization Period, if any, Certificate
Interest and Certificate Principal collected by the Servicer will
be distributed to the Class A Certificateholders on the
Distribution Date of each calendar month, commencing in the month
following the commencement of the earlier of the Controlled
Amortization Period or the Rapid Amortization Period. In any
event, the final payment of principal will be made no later than
the day following the Distribution Date in October 2006 (the
"Series Termination Date").
The amount to be distributed on each Distribution Date
to the holder of this Class A Certificate will be equal to the
product of (a) the percentage equivalent of a fraction, the
numerator of which is the portion of the Class A Initial Investor
Interest
evidenced by this Class A Certificate and the denominator of
which is the Class A Initial Investor Interest and (b) the
aggregate of all payments to be made to the Class A
Certificateholders on such Distribution Date. Distributions with
respect to this Class A
Certificate will be made by the Paying Agent by check mailed to
the address of the Class A Certificateholder of record appearing
in the Certificate Register (except for the final distribution in
respect of this Class A Certificate) without the presentation or
surrender of this Class A Certificate or the making of any
notation thereon, except that with respect to Class A
Certificates registered in the name of CEDE & CO., the nominee
registrant for The Depository Trust Company, distributions will
be made in the form of immediately
available funds.
This Class A Certificate does not represent an
obligation of, or an interest in, SRFG or the Servicer. This
Class A Certificate is limited in right of payment to certain
Collections respecting the Receivables, all as more specifically
set forth hereinabove and in the Pooling and Servicing Agreement
and the Series Supplement.
The Pooling and Servicing Agreement permits, with
certain exceptions, the amendment and modification of the rights
and obligations of the Servicer, and the rights of Investor
Certificateholders under the Pooling and Servicing Agreement and
Series Supplement, at any time by the Servicer, the Seller and
the Trustee in certain cases (some of which require written
confirmation from the Rating Agencies that such amendment will
not cause a Ratings Event) without the consent of the Investor
Certificateholders, and in all other cases with the consent of
the Investor Certificateholders owning Fractional Undivided
Interests aggregating not less than 66-2/3% of the Class Invested
Amount of each such affected Class (and with written confirmation
from the Rating Agencies that such amendment will not cause a
Ratings Event); provided, however, that no such amendment shall
(a) increase or reduce in any manner the amount of, or delay the
timing of, distributions which are required to be made on any
Investor Certificate without the consent of the affected Investor
Certificateholders or (b) reduce the aforesaid percentage
required to consent to any such amendment, without the consent of
each Investor Certificateholder of each affected Class then of
record. Any such amendment and any such consent by the Class A
Certificateholder shall be conclusive and binding on such Class A
Certificateholder and upon all future Holders of this Class A
Certificate and of any Class A Certificate issued in exchange
hereof or in lieu hereof whether or not notation thereof is made
upon this Class A Certificate.
The transfer of this Class A Certificate shall be
registered in the Certificate Register upon surrender of this
Investor Certificate for registration of transfer at any office
or agency maintained by the Transfer Agent and Registrar
accompanied by a written instrument of transfer in a form
satisfactory to the Trustee and the Transfer Agent and Registrar
duly executed by the Class A Certificateholder or such Class A
Certificateholder's attorney duly authorized in writing, and
thereupon one or more new Class A Certificates of authorized
denominations and for the same aggregate Fractional Undivided
Interest will be issued to the designated transferee or
transferees.
As provided in the Pooling and Servicing Agreement and
subject to certain limitations therein set forth, Class A
Certificates are exchangeable for new Class A Certificates
evidencing like aggregate Fractional Undivided Interests, as
requested by the Class A Certificateholder surrendering such
Class A Certificates. No service charge may be imposed for any
such exchange but the Servicer or Transfer Agent and Registrar
may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.
The Servicer, the Trustee, the Paying Agent and the
Transfer Agent, and any agent of any of them, may treat the
person in whose name this Class A Certificate is registered as
the owner hereof for all purposes, and neither the Servicer, the
Trust nor the Trustee, the Paying Agent, the Transfer Agent, nor
any agent of any of them or any such agent shall be affected by
notice to the contrary except in certain circumstances described
in the Pooling and Servicing Agreement.
Subject to certain conditions in the Pooling and
Servicing Agreement and the Series Supplement, if the principal
of the Investor Certificates has not been paid in full prior to
the Series Termination Date, the obligations created by the
Pooling and Servicing Agreement and the Series Supplement with
respect to the Investor Certificates shall terminate on the
Series Termination Date.
This is one of the Class A Certificates referred to in
the within mentioned Pooling and Servicing Agreement and Series
Supplement.
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee
By:______________________________
Authorized Officer
EXHIBIT A-2
FORM OF CLASS B CERTIFICATE
[FORM OF THE FACE OF THE CLASS B CERTIFICATES]
THIS CLASS B CERTIFICATE MAY NOT BE TRANSFERRED TO AN
EMPLOYEE BENEFIT PLAN, TRUST OR ACCOUNT SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR DESCRIBED
IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.
UNLESS THIS CLASS B CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CLASS B CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND
ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CLASS B CERTIFICATE IS SUBORDINATED IN RIGHT OF
PAYMENT TO THE CLASS A CERTIFICATES AND TO THE RIGHTS OF THE
SERVICER AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT AND
SERIES SUPPLEMENT REFERRED TO HEREIN.
NO. $
CUSIP NO. __81234C_
6.65% CLASS B MASTER TRUST CERTIFICATE, SERIES 1996-4
SEARS CREDIT ACCOUNT MASTER TRUST II
SEARS RECEIVABLES FINANCING GROUP, INC.
SELLER
SEARS, ▇▇▇▇▇▇▇ AND CO.
SERVICER
(NOT AN INTEREST IN OR OBLIGATION OF SEARS RECEIVABLES FINANCING
GROUP, INC., SEARS NATIONAL BANK OR SEARS, ▇▇▇▇▇▇▇ AND CO.)
This certifies that CEDE & CO. (the "Class B Certificateholder")
is the registered owner of a Fractional Undivided Interest in
Sears Credit Account Master Trust II (the "Trust"), the corpus of
which consists of a portfolio of receivables (the "Receivables")
existing as of the Cut-Off Date (or, with respect to Receivables
in
Additional Accounts, as of the applicable Additional Account Cut-
Off Date) or thereafter created under certain open-end retail
charge plans for specified Persons (the "Accounts") originated by
Sears, ▇▇▇▇▇▇▇ and Co., a New York corporation ("Sears") or its
affiliates, and transferred to Sears Receivables Financing Group,
Inc., a Delaware corporation ("SRFG"), all monies due or to
become due with respect thereto, all Participation Interests, if
any, all benefits under any Credit Enhancement with respect to
any series of investor certificates issued from time to time, to
the extent applicable, all proceeds (as defined in Article 9 of
the Uniform Commercial Code as in effect in the State of New
York) of such Receivables, and Insurance Proceeds, if any,
relating thereto, pursuant to a Pooling and Servicing Agreement,
dated as of July 31, 1994, as amended (the "Pooling and Servicing
Agreement"), by and among Sears as Servicer, SRFG as Seller and
The First National Bank of Chicago, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set
forth below. Reference is hereby made to the further provisions
of this Class B Certificate set forth on the reverse hereof, and
such further provisions shall for all purposes have the same
effect as if set forth at this place.
This Class B Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or any
amendment thereto, or the Series Supplement, dated as of October
29, 1996 (the "Series Supplement"), by and among the Trustee,
Sears and SRFG or any amendment thereto, or become vested or
obligatory for any purpose until the certificate of
authentication hereon shall have been signed by or on behalf of
the Trustee under the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, SRFG has caused this Class B
Certificate to be duly executed and authenticated.
SEARS RECEIVABLES FINANCING GROUP, INC.
By:______________________________________
Name:
Title:
[FORM OF THE REVERSE OF THE CLASS B CERTIFICATES]
[For an Amortizing Structure]
It is the intent of SRFG and the Investor
Certificateholders that, for federal, state and local income and
franchise tax purposes only, the Investor Certificates will be
evidence of indebtedness. SRFG and the Class B
Certificateholder, by the acceptance of this Class B Certificate,
agree to treat this Class B Certificate for federal, state and
local income and franchise tax purposes as indebtedness secured
by the Receivables and other assets held in the Trust.
To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and
Servicing Agreement or the Series Supplement. This Class B
Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement
and the Series Supplement, to which Pooling and Servicing
Agreement and Series Supplement, as each may be amended from time
to time, the Class B Certificateholder by virtue of the
acceptance hereof assents and by which the Class B
Certificateholder is bound.
This Class B Certificate is one of a series of
Certificates entitled "6.65% Class B Master Trust Certificates,
Series 1996-4" (the "Class B Certificates"), each of which
represents a Fractional Undivided Interest in the Trust,
including the right to receive the Collections and other amounts
at the times and in the amounts specified in the Pooling and
Servicing Agreement and the Series Supplement to be deposited in
the Investor Accounts with respect to Sears Credit Account Master
Trust II, Series 1996-4 or paid to the Class B
Certificateholders. Also issued under the Pooling and Servicing
Agreement and the Series Supplement are Investor Certificates
designated as "6.45% Class A Master Trust Certificates, Series
1996-4" (the "Class A Certificates") and "Class C Master Trust
Certificates, Series 1996-4" (the "Class C Certificates"). The
Class A Certificates, the Class B Certificates and the Class C
Certificates are collectively referred to herein as the Investor
Certificates.
The aggregate interest represented by the Class B
Certificates at any time in the assets of the Trust shall not
exceed an amount equal to the Class B Investor Interest at such
time, plus accrued but unpaid Certificate Interest for the Class
B Certificates and any interest thereon. The Class Initial
Investor Interest of the Class B Certificates is $22,500,000.
The Class B Invested Amount on any Distribution Date will be an
amount equal to the Class B Initial Investor Interest minus the
sum of (a) the aggregate amount of payments of Certificate
Principal paid to the Class B Certificateholders prior to such
Distribution Date and (b) the Investor Loss for such Class, if
any, at the beginning of such Distribution Date. In addition to
the Investor Certificates, a
Seller Certificate has been issued pursuant to the Pooling and
Servicing Agreement which represents, at any time, the undivided
interest in the Trust not represented by the Investor
Certificates or the investor certificates of any other series of
investor certificates then outstanding. Subject to the terms and
conditions of the Pooling and Servicing Agreement, the Seller may
from time to time direct the Trustee, on behalf of the Trust, to
issue one or more new series of investor certificates, which will
represent Fractional Undivided Interests in the Trust.
During the Revolving Period, which begins on the day
following the Series Cut-Off Date, Certificate Interest will be
distributed on the 15th day of each calendar month with respect
to interest accrued during the preceding Interest Accrual Period,
commencing in November 1996, or if such 15th day is not a
Business Day, on the next succeeding Business Day (each, a
"Distribution Date"), to the Class B Certificateholders of record
as of the last day of the month preceding the related
Distribution Date. During the Controlled Amortization Period,
which will begin on the first day of the Due Period related to
the Distribution Date in November 2000 unless a Rapid
Amortization Event occurs prior to such date, and during the
Rapid Amortization Period, if any, Certificate Interest and
Certificate Principal collected by the Servicer will be
distributed to the Class B Certificateholders on the Distribution
Date of each calendar month, commencing in the month following
the commencement of the earlier of the Controlled Amortization
Period or the Rapid Amortization Period; provided, however, that,
except as otherwise set forth in the Series Supplement, no
Certificate Principal will be distributed to the Class B
Certificateholders until the Class A Investor Interest has been
reduced to zero. The rights of the Class B Certificateholders to
receive distributions to which they would otherwise be entitled
on the Receivables will be subordinated to the rights of the
Class A Certificateholders and the Servicer to the extent
described in the Pooling and Servicing Agreement and Series
Supplement. In any event, the final payment of principal will be
made no later than the day following the Distribution Date in
October 2006 (the "Series Termination Date").
The amount to be distributed on each Distribution Date
to the holder of this Class B Certificate will be equal to the
product of (a) the percentage equivalent of a fraction, the
numerator of which is the portion of the Class B Initial Investor
Interest evidenced by this Class B Certificate and the
denominator of which is the Class B Initial Investor Interest and
(b) the aggregate of all payments to be made to the Class B
Certificateholders on such Distribution Date. Distributions with
respect to this Class B Certificate will be made by the Paying
Agent by check mailed to the address of the Class B
Certificateholder of record appearing in the Certificate Register
(except for the final distribution in respect of this Class B
Certificate) without the presentation or surrender of this Class
B Certificate or the making of any notation thereon, except that
with respect to Class B Certificates registered in the name of
CEDE & CO., the nominee registrant for The Depository Trust
Company, distributions will be made in the form of immediately
available funds.
This Class B Certificate does not represent an
obligation of, or an interest in, SRFG or the Servicer. This
Class B Certificate is limited in right of payment to certain
Collections respecting the Receivables, all as more specifically
set forth hereinabove and in the Pooling and Servicing Agreement
and the Series Supplement.
The Pooling and Servicing Agreement permits, with
certain exceptions, the amendment and modification of the rights
and obligations of the Servicer, and the rights of Investor
Certificateholders under the Pooling and Servicing Agreement and
Series Supplement, at any time by the Servicer, the Seller and
the Trustee in certain cases (some of which require written
confirmation from the Rating Agencies that such amendment will
not cause a Ratings Event) without the consent of the Investor
Certificateholders, and in all other cases with the consent of
the Investor Certificateholders owning Fractional Undivided
Interests aggregating not less than 66-2/3% of the Class Invested
Amount of each such affected Class (and with written confirmation
from the Rating Agencies that such amendment will not cause a
Ratings Event); provided, however, that no such amendment shall
(a) increase or reduce in any manner the amount of, or delay the
timing of, distributions which are required to be made on any
Investor Certificate without the consent of the affected Investor
Certificateholders or (b) reduce the aforesaid percentage
required to consent to any such amendment, without the consent of
each Investor Certificateholder of each affected Class then of
record. Any such amendment and any such consent by the Class B
Certificateholder shall be conclusive and binding on such Class B
Certificateholder and upon all future Holders of this Class B
Certificate and of any Class B Certificate issued in exchange
hereof or in lieu hereof whether or not notation thereof is made
upon this Class B Certificate.
The transfer of this Class B Certificate shall be
registered in the Certificate Register upon surrender of this
Investor Certificate for registration of transfer at any office
or agency maintained by the Transfer Agent and Registrar
accompanied by a written instrument of transfer in a form
satisfactory to the Trustee and the Transfer Agent and Registrar
duly executed by the Class B Certificateholder or such Class B
Certificateholder's attorney duly authorized in writing, and
thereupon one or more new Class B Certificates of authorized
denominations and for the same aggregate Fractional Undivided
Interest will be issued to the designated transferee or
transferees.
The transfer of this Class B Certificate is subject to
certain restrictions set forth in the Pooling and Servicing
Agreement. In no event shall this Class B Certificate, or any
interest herein, be transferred to an employee benefit plan,
trust or account subject to the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or described in
Section 4975(e)(1) of the Internal Revenue Code. Any Holder of
this Class B Certificate, by its acceptance hereof, shall be
deemed to represent and warrant that it is not (i) an employee
benefit plan (as defined in Section 3(3) of ERISA), that is
subject to Title I of ERISA, (ii) a plan described in Section
4975(e)(1) of the Internal Revenue Code, and not excepted under
Section 4975(g), or (iii) an entity using assets to purchase such
Certificate which constitute plan assets by reason of a plan's
investment in such Holder.
As provided in the Pooling and Servicing Agreement and
subject to certain limitations therein set forth, Class B
Certificates are exchangeable for new Class B Certificates
evidencing like aggregate Fractional Undivided Interests, as
requested by the Class B Certificateholder surrendering such
Class B Certificates. No service charge may be imposed for any
such exchange but the Servicer or Transfer Agent and Registrar
may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.
The Servicer, the Trustee, the Paying Agent and the
Transfer Agent, and any agent of any of them, may treat the
person in whose name this Class B Certificate is registered as
the owner hereof for all purposes, and neither the Servicer, the
Trust nor the Trustee, the Paying Agent, the Transfer Agent, nor
any agent of any of them or any such agent shall be affected by
notice to the contrary except in certain circumstances described
in the Pooling and Servicing Agreement.
Subject to certain conditions in the Pooling and
Servicing Agreement and the Series Supplement, if the principal
of the Investor Certificates has not been paid in full prior to
the Series Termination Date, the obligations created by the
Pooling and Servicing Agreement and the Series Supplement with
respect to the Investor Certificates shall terminate on the
Series Termination Date.
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Class B Certificates referred to in
the within mentioned Pooling and Servicing Agreement and Series
Supplement.
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee
By:______________________________
Authorized Officer
EXHIBIT A-3
FORM OF CLASS C CERTIFICATE
[FORM OF THE FACE OF THE CLASS C CERTIFICATE]
THIS CLASS C CERTIFICATE MAY NOT BE TRANSFERRED TO AN
EMPLOYEE BENEFIT PLAN, TRUST OR ACCOUNT SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR DESCRIBED
IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.
THIS CLASS C CERTIFICATE IS SUBORDINATED IN RIGHT OF
PAYMENT TO THE CLASS A CERTIFICATES, THE CLASS B CERTIFICATES AND
TO THE RIGHTS OF THE SERVICER AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT AND SERIES SUPPLEMENT REFERRED TO HEREIN.
THIS CLASS C CERTIFICATE MAY NOT BE TRANSFERRED,
ASSIGNED, EXCHANGED OR OTHERWISE CONVEYED WITHOUT SATISFACTION OF
CERTAIN CONDITIONS SET FORTH IN THE SERIES SUPPLEMENT REFERRED TO
HEREIN.
THE SECURITIES REPRESENTED BY THIS CLASS C CERTIFICATE
HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933
AND MAY NOT BE TRANSFERRED OR SOLD UNLESS PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL THAT
SUCH REGISTRATION IS NOT REQUIRED AND THE SATISFACTION OF CERTAIN
OTHER REQUIREMENTS SPECIFIED IN THE POOLING AND SERVICING
AGREEMENT AND SERIES SUPPLEMENT REFERRED TO HEREIN.
NO. $
CLASS C MASTER TRUST CERTIFICATE, SERIES 1996-4
SEARS CREDIT ACCOUNT MASTER TRUST II
SEARS RECEIVABLES FINANCING GROUP, INC.
SELLER
SEARS, ▇▇▇▇▇▇▇ AND CO.
SERVICER
(NOT AN INTEREST IN OR OBLIGATION OF SEARS RECEIVABLES FINANCING
GROUP, INC., SEARS NATIONAL BANK OR SEARS, ▇▇▇▇▇▇▇ AND CO.)
This certifies that Sears Receivables Financing Group,
Inc., a Delaware corporation ("SRFG"), is the registered owner of
a Fractional Undivided Interest in Sears Credit Account Master
Trust II (the "Trust"), the corpus of which consists of a
portfolio of receivables (the "Receivables") existing as of the
Cut-Off Date (or, with respect to Receivables in Additional
Accounts, as of the applicable Additional Account Cut-Off Date)
or thereafter created under certain open-end retail charge plans
for specified Persons (the "Accounts") originated by ▇▇▇▇▇,
▇▇▇▇▇▇▇ and Co., a New York corporation ("Sears") or its
affiliates, and transferred to SRFG, all monies due or to become
due with respect thereto, all Participation Interests, if any,
all benefits under any Credit Enhancement with respect to any
series of investor certificates issued from time to time, to the
extent applicable, all proceeds (as defined in Article 9 of the
Uniform Commercial Code as in effect in the State of New York) of
such Receivables, and Insurance Proceeds, if any, relating
thereto, pursuant to a Pooling and Servicing Agreement, dated as
of July 31, 1994, as amended (the "Pooling and Servicing
Agreement"), by and among Sears as Servicer, SRFG as Seller and
The First National Bank of Chicago, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set
forth below. Reference is hereby made to the
further provisions of this Class C Certificate set forth on the
reverse hereof, and such further provisions shall for all
purposes have the same effect as if set forth at this place.
This Class C Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or any
amendment thereto, or the Series Supplement, dated as of October
29, 1996 (the "Series Supplement"), by and among the Trustee,
Sears and SRFG or any amendment thereto, or become vested or
obligatory for any purpose until the certificate of
authentication hereon shall have been signed by or on behalf of
the Trustee under the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, SRFG has caused this Class C
Certificate to be duly executed and authenticated.
SEARS RECEIVABLES FINANCING GROUP, INC.
By:______________________________________
Name:
Title:
[FORM OF THE REVERSE OF THE CLASS C CERTIFICATES]
[For an Amortizing Structure]
It is the intent of SRFG and the Investor
Certificateholders that, for federal, state and local income and
franchise tax purposes only, the Investor Certificates will be
evidence of indebtedness. SRFG, by the acceptance of this Class
C Certificate, agrees to treat this Class C Certificate for
federal, state and local income and franchise tax purposes as
indebtedness secured by the Receivables and other assets held in
the Trust.
To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and
Servicing Agreement or the Series Supplement. This Class C
Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement
and the Series Supplement, to which Pooling and Servicing
Agreement and Series Supplement, as each may be amended from time
to time, SRFG by virtue of the acceptance hereof assents and by
which SRFG is bound.
This Class C Certificate is one of a series of
Certificates entitled "Class C Master Trust Certificates, Series
1996-4" (the "Class C Certificates"), each of which represents a
Fractional Undivided Interest in the Trust, including the right
to receive the Collections and other amounts at the times and in
the amounts specified in the Pooling and Servicing Agreement and
the Series Supplement to be deposited in the Investor Accounts
with respect to Sears Credit Account Master Trust II, Series
1996-4 or paid to SRFG. Also issued under the Pooling and
Servicing Agreement and the Series Supplement are Investor
Certificates designated as "6.45% Class A Master Trust
Certificates, Series 1996-4" (the "Class A Certificates") and
"6.65% Class B Master Trust Certificates, Series 1996-4" (the
"Class B Certificates"). The Class A Certificates, the Class B
Certificates and the Class C Certificates are collectively
referred to herein as the Investor Certificates.
The aggregate interest represented by the Class C
Certificates at any time in the assets of the Trust shall not
exceed an amount equal to the Class C Investor Interest at such
time, plus accrued but unpaid Certificate Interest for the Class
C Certificates and any interest thereon. The Class Initial
Investor Interest of the Class C Certificates is $39,330,000.
The Class C Invested Amount on any Distribution Date will be an
amount equal to the Class C Initial Investor Interest minus the
sum of (a) the aggregate amount of payments of Certificate
Principal paid to SRFG prior to such Distribution Date and (b)
the Investor Loss for such Class, if any, at the beginning of
such Distribution Date. In addition to the Investor
Certificates, a Seller Certificate has been issued pursuant to
the Pooling and Servicing Agreement which represents, at any
time, the undivided interest in the Trust not represented by the
Investor Certificates or the investor certificates of any other
series of investor certificates then outstanding. Subject to the
terms and conditions of the Pooling and Servicing Agreement, the
Seller may from time to time direct the Trustee, on behalf of the
Trust, to issue one or more new series of investor certificates,
which will represent Fractional Undivided Interests in the Trust.
During the Revolving Period, which begins on the day
following the Series Cut-Off Date, Certificate Interest will be
distributed on the 15th day of each calendar month with respect
to interest accrued during the preceding Interest Accrual Period,
commencing in November 1996, or if such 15th day is not a
Business Day, on the next succeeding Business Day (each, a
"Distribution Date"), to SRFG. During the Controlled
Amortization Period, which will begin on the first day of the Due
Period related to the Distribution Date in November 2000 unless a
Rapid Amortization Event occurs prior to such date, and during
the Rapid Amortization Period, if any, Certificate Interest and
Certificate Principal collected by the Servicer will be
distributed to SRFG on the Distribution Date of each calendar
month, commencing in the month following the commencement of the
earlier of the Controlled Amortization Period or the Rapid
Amortization Period; provided, however, that, except as otherwise
set forth in the Series Supplement, no Certificate Principal will
be distributed to SRFG in respect of this Class C Certificate
(except Certificate Principal distributed to SRFG in respect of
the Class C Permitted Controlled Amortization Amount, if any)
until the Class A Investor Interest and the Class B Investor
Interest have been reduced to zero. The rights of SRFG to
receive distributions to which it would otherwise be entitled on
the Receivables will be subordinated to the rights of the Class A
Certificateholders, the Class B Certificateholders and the
Servicer to the extent described in the Pooling and
Servicing Agreement and Series Supplement. In any event, the
final payment of principal will be made no later than the day
following the Distribution Date in October 2006 (the "Series
Termination Date").
The amount to be distributed on each Distribution Date
to the holder of this Class C Certificate will be equal to the
product of (a) the percentage equivalent of a fraction, the
numerator of which is the portion of the Class C Initial Investor
Interest evidenced by this Class C Certificate and the
denominator of which is the Class C Initial Investor Interest and
(b) the aggregate of all payments to be made to SRFG on such
Distribution Date. Distributions with respect to this Class C
Certificate will be made by the Paying Agent by check mailed to
the address of SRFG (except for the final distribution in respect
of this Class C Certificate) without the presentation or
surrender of this Class C Certificate or the making of any
notation thereon.
This Class C Certificate does not represent an
obligation of, or an interest in, SRFG or the Servicer. This
Class C Certificate is limited in right of payment to certain
Collections respecting the Receivables, all as more specifically
set forth hereinabove and in the Pooling and Servicing Agreement
and the Series Supplement.
The Pooling and Servicing Agreement permits, with
certain exceptions, the amendment and modification of the rights
and obligations of the Servicer, and the rights of Investor
Certificateholders under the Pooling and Servicing Agreement and
Series Supplement, at any time by the Servicer, the Seller and
the Trustee in certain cases (some of which require written
confirmation from the Rating Agencies that such amendment will
not cause a Ratings Event) without the consent of the Investor
Certificateholders, and in all other cases with the consent of
the Investor Certificateholders owning Fractional Undivided
Interests aggregating not less than 66-2/3% of the Class Invested
Amount of each such affected Class (and with written confirmation
from the Rating Agencies that such amendment will not cause a
Ratings Event); provided, however, that no such amendment shall
(a) increase or reduce in any manner the amount of, or delay the
timing of, distributions which are required to be made on any
Investor Certificate without the consent of the affected Investor
Certificateholders or (b) reduce the aforesaid percentage
required to consent to any such amendment, without the consent of
each Investor Certificateholder of each affected Class then of
record. Any such amendment and any such consent by SRFG shall be
conclusive and binding on such Class C Certificateholder and upon
all future Holders of this Class C Certificate and of any Class C
Certificate issued in exchange hereof or in lieu hereof whether
or not notation thereof is made upon this Class C Certificate.
The transfer of this Class C Certificate shall be
registered in the Certificate Register upon surrender of this
Investor Certificate for registration of transfer at any office
or agency maintained by the Transfer Agent and Registrar
accompanied by a written instrument of transfer in a form
satisfactory to the Trustee and the Transfer Agent and Registrar
duly executed by SRFG or such Class C Certificateholder's
attorney duly authorized in writing, and thereupon one or more
new Class C Certificates of authorized denominations and for the
same aggregate Fractional Undivided Interest will be issued to
the designated transferee or transferees.
The transfer of this Class C Certificate is subject to
certain restrictions set forth in the Pooling and Servicing
Agreement. In no event shall this Class C Certificate, or any
interest therein, be transferred to an employee benefit plan,
trust or account subject to the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or described in
Section 4975(e)(1) of the Internal Revenue Code. Any Holder of
this Class C Certificate, by its acceptance hereof, shall be
deemed to represent and warrant that it is not (i) an employee
benefit plan (as defined in Section 3(3) of ERISA), that is
subject to Title I of ERISA, (ii) a plan described in Section
4975(e)(1) of the Internal Revenue Code, and not excepted under
Section 4975(g), or (iii) an entity using assets to purchase such
Certificate which constitute plan assets by reason of a plan's
investment in such Holder.
The transfer of this Class C Certificate is subject to
certain further restrictions and the fulfillment of certain
conditions as set forth in the Series Supplement.
As provided in the Pooling and Servicing Agreement and
subject to certain limitations therein set forth, Class C
Certificates are exchangeable for new Class C Certificates
evidencing like aggregate Fractional Undivided Interests, as
requested by SRFG. No service charge may be imposed for any such
exchange but the Servicer or Transfer Agent and Registrar may
require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.
The Servicer, the Trustee, the Paying Agent and the
Transfer Agent, and any agent of any of them, may treat the
person in whose name this Class C Certificate is registered as
the owner hereof for all purposes, and neither the Servicer, the
Trust nor the Trustee, the Paying Agent, the Transfer Agent, nor
any agent of any of them or any such agent shall be affected by
notice to the contrary except in certain circumstances described
in the Pooling and Servicing Agreement.
Subject to certain conditions in the Pooling and
Servicing Agreement and the Series Supplement, if the principal
of the Investor Certificates has not been paid in full prior to
the Series Termination Date, the obligations created by the
Pooling and Servicing Agreement and the Series Supplement with
respect to the Investor Certificates shall terminate on the
Series Termination Date.
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Class C Certificates referred to in
the within mentioned Pooling and Servicing Agreement and Series
Supplement.
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee
By:______________________________
Authorized Officer
EXHIBIT B
Form of Investor Certificateholders' Monthly Statement
Sears Credit Account Master Trust II
Series 1996-4 Monthly Statement
Distribution Date: __________ __, ____
Due Period Ending: __________ __, ____
Under the Series Supplements relating to the Pooling and
Servicing Agreement dated as of July 31, 1994, as amended, by and
among Sears, ▇▇▇▇▇▇▇ and Co., Sears Receivables Financing Group,
Inc. and The First National Bank of Chicago as Trustee, the
Trustee is required to prepare certain information each month
regarding current distributions to Certificateholders and the
performance of the Trust. The information for the Due Period and
the Distribution Date listed above is set forth below.
1. Payments or Allocations to Series 1996-4 Investors this
Due Period
Total Interest Principal
Series 1996-4
Class A
$____________ $____________ $__________
Class B
$____________ $____________ $__________
Class C
$____________ $____________ $_________
2. Principal Receivables at the end of the Due Period
(a) TOTAL PRINCIPAL RECEIVABLES IN TRUST $____________
Aggregate Investor Interest $____________
Seller Interest $____________
(b) INVESTOR INTEREST BY GROUPS
Group One Investor Interest $____________
(c) INVESTOR INTEREST BY SERIES
Series 1994-1 Investor Interest $____________
Series 1994-2 Investor Interest $____________
Series 1995-1 Investor Interest $____________
Series 1995-2 Investor Interest $____________
Series 1995-3 Investor Interest $____________
Series 1995-4 Investor Interest $____________
Series 1995-5 Investor Interest $____________
Series 1996-1 Investor Interest $____________
Series 1996-2 Investor Interest $____________
Series 1996-3 Investor Interest $____________
Series 1996-4 Investor Interest $____________
(d) INVESTOR INTEREST BY CLASS (SERIES 1996-4)
Class A Investor Interest $____________
Class B Investor Interest $____________
Class C Investor Interest $____________
TOTAL CLASS INVESTOR INTEREST $____________
3. Allocation of Collections During the Due Period
(a) TOTAL COLLECTIONS $____________
Principal Receivables Collected $____________
Finance Charge Receivables Collected $____________
Finance Charge Principal Yield
Collections Collections Collections
(b) ALLOCATION OF COLLECTIONS WITH
RESPECT TO THE INVESTOR INTEREST
AND THE SELLER INTEREST
Aggregate Investor Allocation
(Aggregate Investor Percentage
multiplied by total Collections
received during the Due Period) $_________ $_________ N/A
Seller Allocation (Seller
Percentage multiplied by total
Collections received during
the Due Period) $________ $________ N/A
(c) Group One Allocation $_______ $________ N/A
(d) Series 1996-4 Allocation $________ $_______ N/A
(e) Reallocations of Collections
to Series 1996-4 from other
series in Group One $________ $_______ N/A
4. Information Concerning Controlled Amortization Amount
Amount Distributed Total Distributions
this Due Period through this Due Period
SERIES 1996-4 BY CLASS
(a) Class A
$____________ $___________
(b) Class B
$____________ $___________
(c) Class C
$____________ $___________
5. Investor Charged-Off Amounts
This Due Period
(a) Group One (the sum of Series Investor
Charged-Off Amounts for all Series in Group One) $___________
(b) Series 1996-4 (the sum of the Class Investor
Charged-Off Amounts for all Classes in Series 1996-4)$___________
(c) Series 1996-4 by Class:
Class A (Class A Percentage multiplied by the
Charged-Off Amount) $___________
Class B (Class B Percentage multiplied by the
Charged-Off Amount) $___________
Class C (Class C Percentage multiplied by the
Charged-Off Amount) $___________
6. Investor Losses
Total
(a) Group One $___________
(b) Series 1996-4 $___________
(c) Series 1996-4 by Class
Class A $___________
Class B $___________
Class C $___________
7. Monthly Servicing Fee Payable This Due Period
SELLER SERVICING FEE
$___________
INVESTOR SERVICING FEE
(a) Group One $___________
(b) Series 1996-4 $___________
8. Performance Analysis
(a) Portfolio Yield (Finance Charge Collections
during the Due Period divided by Principal Receivables in
the Trust as of the first day of the Due Period)
___________%
(b) Charge-Offs (Charged-Off Amounts during the Due
Period divided by Principal Receivables in the Trust as of the
first day of the Due Period) ___________%
(c) Investor Servicing Fee Percentage (weighted
average of Investor Servicing Fees for Series 1996-4)
___________%
(d) Weighted Average Certificate Rate (weighted
average certificate rates for all classes ofSeries 1996-4)
___________%
(e) Series Excess Servicing Percentage (Portfolio
Yield minus the sum of Charge-Offs, the Investor Servicing Fee
Percentage and the Weighted Average Certificate Rate)
___________%
(f) Total Payment Rate (Aggregate Collections during
the Due Period divided by the aggregate amount of Receivables in
the Trust as of the first day of the Due Period)
___________%
9. Summary Delinquency Aging Information
The aging of delinquent receivables with respect
to the Sears Portfolio is summarized as follows
(1):
[month/year]
Delinquencies as a % of balances
80-89 days past due.................... ____%
90-119 days past due................... ____%
120 days or more past due............ ____%
Total Delinquencies _____%
(1) An account is considered delinquent when it is
past due a total of three or more scheduled monthly payments.
Delinquencies as of the end of each month are divided by balances
at the beginning of each such month. Excludes accounts
from Puerto Rico, which were not included in the Account.
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee
By:__________________________________________________
EXHIBIT C
Sears Credit Account Master Trust II
Monthly Servicer Certificate
CREDIT ACCOUNT
MASTER TRUST CERTIFICATES
The undersigned, a duly authorized representative of
Sears, ▇▇▇▇▇▇▇ and Co. ("Sears"), as Servicer pursuant to the
Pooling and Servicing Agreement dated as of July 31, 1994, as
amended (the "Pooling and Servicing Agreement") by and among
Sears, Sears Receivables Financing Group, Inc. and The First
National Bank of Chicago, as Trustee, does hereby certify as
follows with respect to the Series outstanding for the
Distribution Date occurring on_______________:
1. Sears is Servicer under the Pooling and Servicing Agreement.
2. The undersigned is a Servicing Officer of Sears as Servicer.
Section I: Total Trust Information
3. The aggregate amount of Principal Collections processed
during the related Due period is equal to. . . . . . $______
4. The aggregate amount of Finance Charge Collections processed
during the related Due Period is equal to. . . . . . . $______
5. The aggregate amount of Total Collections processed during
the related Due Period is equal to. . . . . . . . $______
6. The aggregate amount of Principal Receivables in the Trust as
of the last day of the related Due Period is equal
to...... . ... . . . . . . . . . . . . . . . . . .$______
7. The aggregate amount of Finance Charge Receivables in the
Trust as of the last day of the related Due Period
is equal to. . . . . . . . . . . . . . . . . . . . . $______
8. The aggregate amount of Total Receivables in the Trust as of
the last day of the related Due Period is equal to. . . .$______
Section II: Series 1994-1
9. The aggregate amount of Series Additional Allocable Amounts
during the related Due Period is equal to. . . .. . . . .$______
10. The amount of interest payable to the Class A
Certificateholders on thecurrent Distribution Date is
equal to. ... . . . . . . . . . .$______
11. The amount of principal payable to the Class A
Certificateholders on the current Distribution Date is
equal to . . .$______
12. The amount of interest payable to the Class B
Certificateholders on the current Distribution Date is
equal to . . .$______
13. The amount of principal payable to the Class B
Certificateholders on the current Distribution Date is
equal to . . .$______
14. The amount of interest payable to the Class C
Certificateholders on the current Distribution Date is
equal to . . $______
15. The amount of principal payable to the Class C
Certificateholders on the current Distribution Date is
equal to . . .$______
16. The aggregate amount of Reallocated Class B Principal
Collections during the related Due Period is equal to. . .
$______
17. The aggregate amount of Reallocated Class C Principal
Collections during the related Due Period is
equal to . . .$______
Section III: Series 1994-2
18. The aggregate amount of Series Additional Allocable Amounts
during the related Due Period is equal to. . . . . $______
19. The amount of interest payable to the Class A
Certificateholders on the current Distribution Date is
equal to. .. $______
20. The amount of principal payable to the Class A
Certificateholders on the current Distribution Date is
equal to . . $______
21. The amount of interest payable to the Class B
Certificateholders on the current Distribution Date is
equal to . . $______
22. The amount of principal payable to the Class B
Certificateholders on the current Distribution Date is
equal to . . $______
23. The amount of interest payable to the Class C
Certificateholders on the current Distribution Date is
equal to . . $______
24. The amount of principal payable to the Class C
Certificateholders on the current Distribution Date is
equal to . . $______
25. The aggregate amount of Reallocated Class B Principal
Collections during the related Due Period is
equal to. . . $______
26. The aggregate amount of Reallocated Class C Principal
Collections during the related Due Period is
equal to. . . $______
Section IV: Series 1995-1
27. The aggregate amount of Series Additional Allocable Amounts
during the related Due Period is equal to. . . . . $______
28. The amount of interest payable to the Class A
Certificateholders on the current Distribution Date is
equal to. . . $______
29. The amount of principal payable to the Class A
Certificateholders on the current Distribution Date is
equal to . . .$______
30. The amount of interest payable to the Class B
Certificateholders on the current Distribution Date is
equal to . . .$______
31. The amount of principal payable to the Class B
Certificateholders on the current Distribution Date is
equal to . . .$______
32. The amount of interest payable to the Class C
Certificateholders on the current Distribution Date is
equal to . . .$______
33. The amount of principal payable to the Class
C Certificateholders on the current Distribution Date is
equal to . . .$______
34. The aggregate amount of Reallocated Class B Principal
Collections during the related Due Period is
equal to. . . $______
35. The aggregate amount of Reallocated Class C Principal
Collections during the related Due Period is
equal to. . . $______
Section V: Series 1995-2
36. The aggregate amount of Series Additional Allocable Amounts
during the related Due Period is equal to. . . . . $______
37. The amount of interest payable to the Class A
Certificateholders on the current Distribution Date is
equal to . . .$______
38. The amount of principal payable to the Class A
Certificateholders on the current Distribution Date is
equal to. . . $______
39. The amount of interest payable to the Class B
Certificateholders on the current Distribution Date is
equal to . . $______
40. The amount of principal payable to the Class B
Certificateholders on the current Distribution Date is
equal to . . .$______
41. The amount of interest payable to the Class C
Certificateholders on the current Distribution Date is equal to .
. .$______
42. The amount of principal payable to the Class C
Certificateholders on the current Distribution Date is equal to .
. $______
43. The aggregate amount of Reallocated Class B
Principal Collections during the related Due Period is equal to.
. . $______
44. The aggregate amount of Reallocated Class C
Principal Collections during the related Due Period is equal to.
. . $______
Section VI: Series 1995-3
45. The aggregate amount of Series Additional
Allocable Amounts during the related Due Period is equal to. . .
. . $______
46. The amount of interest payable to the Class A
Certificateholders on the current Distribution Date is equal to .
. .$______
47. The amount of principal payable to the Class A
Certificateholders on the current Distribution Date is equal to .
. .$______
48. The amount of interest payable to the Class B
Certificateholders on the current Distribution Date is equal to .
. .$______
49. The amount of principal payable to the Class B
Certificateholders on the current Distribution Date is equal to .
. .$______
50. The amount of interest payable to the Class C
Certificateholders on the current Distribution Date is equal to .
. $______
51. The amount of principal payable to the Class C
Certificateholders on the current Distribution Date is equal to .
. .$______
52. The aggregate amount of Reallocated Class B
Principal Collections during the related Due Period is equal to.
. . $______
53. The aggregate amount of Reallocated Class C
Principal Collections during the related Due Period is equal to.
. . $______
Section VII: Series 1995-4
54. The aggregate amount of Series Additional
Allocable Amounts during the related Due Period is equal to. . .
. . $______
55. The amount of interest payable to the Class A
Certificateholders on the current Distribution Date is equal to .
. $______
56. The amount of principal payable to the Class A
Certificateholders on the current Distribution Date is equal to .
. $______
57. The amount of interest payable to the Class B
Certificateholders on the current Distribution Date is equal to .
. $______
58. The amount of principal payable to the Class B
Certificateholders on the current Distribution Date is equal to .
. $______
59. The amount of interest payable to the Class C
Certificateholders on the current Distribution Date is equal to .
. $______
60. The amount of principal payable to the Class C
Certificateholders on the current Distribution Date is equal to .
. .$______
61. The aggregate amount of Reallocated Class B
Principal Collections during the related Due Period is equal to.
. . $______
62. The aggregate amount of Reallocated Class C
Principal Collections during the related Due Period is equal to.
. . $______
Section VIII: Series 1995-5
63. The aggregate amount of Series Additional
Allocable Amounts during the related Due Period is equal to. . .
. . $______
64. The amount of interest payable to the Class A
Certificateholders on the current Distribution Date is equal to .
. $______
65. The amount of principal payable to the Class A
Certificateholders on the current Distribution Date is equal to .
. $______
66. The amount of interest payable to the Class B
Certificateholders on the current Distribution Date is equal to .
. $______
67. The amount of principal payable to the Class B
Certificateholders on the current Distribution Date is equal to .
. .$______
68. The amount of interest payable to the Class C
Certificateholders on the current Distribution Date is equal to .
. .$______
69. The amount of principal payable to the Class C
Certificateholders on the current Distribution Date is equal to .
. .$______
70. The aggregate amount of Reallocated Class B
Principal Collections during the related Due Period is equal to.
. . $______
71. The aggregate amount of Reallocated Class C
Principal Collections during the related Due Period is equal to.
. . $______
Section IX: Series 1996-1
72. The aggregate amount of Series Additional
Allocable Amounts during the related Due Period is equal to. . .
. . $______
73. The amount of interest payable to the Class A
Certificateholders on the current Distribution Date is equal to .
. .$______
74. The amount of principal payable to the Class A
Certificateholders on the current Distribution Date is equal to .
. .$______
75. The amount of interest payable to the Class B
Certificateholders on the current Distribution Date is equal to .
. .$______
76. The amount of principal payable to the Class B
Certificateholders on the current Distribution Date is equal to .
. .$______
77. The amount of interest payable to the Class C
Certificateholders on the current Distribution Date is equal to .
. .$______
78. The amount of principal payable to the Class C
Certificateholders on the current Distribution Date is equal to .
. .$______
79. The aggregate amount of Reallocated Class B
Principal Collections during the related Due Period is equal to.
. . $______
80. The aggregate amount of Reallocated Class C
Principal Collections during the related Due Period is equal to.
. . $______
Section X: Series 1996-2
81. The aggregate amount of Series Additional
Allocable Amounts during the related Due Period is equal to. . .
. . $______
82. The amount of interest payable to the Class A
Certificateholders on the current Distribution Date is equal to .
. .$______
83. The amount of principal payable to the Class A
Certificateholders on the current Distribution Date is equal to .
. .$______
84. The amount of interest payable to the Class B
Certificateholders on the current Distribution Date is equal to .
. .$______
85. The amount of principal payable to the Class B
Certificateholders on the current Distribution Date is equal to .
. .$______
86. The amount of interest payable to the Class C
Certificateholders on the current Distribution Date is equal to .
. .$______
87. The amount of principal payable to the Class C
Certificateholders on the current Distribution Date is equal to .
. .$______
88. The aggregate amount of Reallocated Class B
Principal Collections during the related Due Period is equal to.
. . $______
89. The aggregate amount of Reallocated Class C
Principal Collections during the related Due Period is equal to.
. . $______
Section XI: Series 1996-3
90. The aggregate amount of Series Additional
Allocable Amounts during the related Due Period is equal to. .
. . . . . . .$______
91. The amount of interest payable to the Class A
Certificateholders on the current Distribution Date is equal to .
. $_______
92. The amount of principal payable to the class A
Certificateholders on the current Distribution Date is equal to .
. $_______
93. The amount of interest payable to the Class B
Certificateholders on the current Distribution Date is equal to
. . $_______
94. The amount of principal payable to the Class B
Certificateholders on the current Distribution Date is equal to .
. . $_______
95. The amount of interest payable to the Class C
Certificateholders on the current Distribution Date is equal to
. . $_______
96. The amount of principal payable to the Class C
Certificateholders on the current Distribution Date is equal to .
. $_______
97. The aggregate amount of Reallocated Class B
Principal Collections during the related Due Period is equal to .
.$_______
98. The aggregate amount of Reallocated Class C
Principal Collections during the related Due Period is equal to .
. .$______
Section XII: Series 1996-4
99. The aggregate amount of Series Additional
Allocable Amounts during the related Due Period is equal to . . .
. . .$______
100. The amount of interest payable to the Class A
Certificateholders on the current Distribution Date is equal to .
. . $_____.
101. The amount of principal payable to the Class A
Certificateholders on the current Distribution Date is equal to
...$_____.
102. The amount of interest payable to the Class B
Cerfiticateholders on the current Distribution Date is equal to .
. . $_____.
103. The amount of principal payable to the Class B
Certificateholders on the current Distribution Date is equal to .
. . $_____.
104. The amount of interest payable to the Class C
Certificateholders on the current Distribution Date is equal to .
. . $_____.
105. The amount of principal payable to the Class C
Certificateholders on the current Distribution Date is equal to .
. . $_____.
106. The aggregate amount of Reallocated Class B Principal
Collections during the related Due Period is equal to . . . .
$_____.
107. The aggregate amount of Reallocated Class C
Principal Collections during the related Due Period is equal to .
. . $_____.
108. Attached hereto is a true copy of the statement
required to be delivered by the Servicer on the date of this
Certificate to the Trustee pursuant to the Series Supplements.
IN WITNESS WHEREOF, the undersigned has duly executed
and delivered this certificate this ____day of ____________,
19__.
SEARS, ▇▇▇▇▇▇▇ AND CO.
as Servicer
By:__________________________________________
Name:
Title:
▇▇▇▇▇, ▇▇▇▇▇▇▇ AND CO.
Servicer
SEARS RECEIVABLES FINANCING GROUP, INC.
Seller
and
THE FIRST NATIONAL BANK OF CHICAGO
Trustee
on behalf of the Certificateholders
SERIES 1996-4 SUPPLEMENT
Dated as of Octoner 29, 1996
to the
POOLING AND SERVICING AGREEMENT
Dated as of July 31, 1994
$561,830,000
SEARS CREDIT ACCOUNT MASTER TRUST II
MASTER TRUST CERTIFICATES, SERIES 1996-4