SEARS, ▇▇▇▇▇▇▇ AND CO.
SERVICER
SRFG, INC.
SELLER
AND
BANK ONE, NATIONAL ASSOCIATION TRUSTEE
ON BEHALF OF THE CERTIFICATEHOLDERS
------------
SERIES SUPPLEMENT
-----
DATED AS OF
-------------
TO THE
POOLING AND SERVICING AGREEMENT DATED AS
OF JULY 31, 1994
------------
$
----------------
SEARS CREDIT ACCOUNT MASTER TRUST II
MASTER TRUST CERTIFICATES, SERIES
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TABLE OF CONTENTS
Page
----
ANNEX...................................................................1
SECTION 1. Definitions..............................................1
SECTION 2. Subordination...........................................23
SECTION 3. Representations and Warranties of the Seller............24
SECTION 4. Representations and Warranties of the Servicer..........24
SECTION 5. Representations and Warranties of the Trustee...........25
SECTION 6. Authentication of Certificates..........................25
SECTION 7. Establishment and Administration of Investor Accounts
and the Third Party Credit Enhancement Account,,........25
SECTION 8. Allocations of Collections..............................30
SECTION 9. Payments................................................83
SECTION 10. Third Party Credit Enhancement..........................87
SECTION 11. Calculation of Investor Losses..........................88
SECTION 12. Servicing Compensation..................................88
SECTION 13. Class Coupon Cap Agreement..............................88
SECTION 14. Interest Rate Swaps.....................................90
SECTION 15. Investor Certificateholders' Monthly Statement..........90
SECTION 16. Monthly Servicer Certificate............................90
SECTION 17. Additional Rapid Amortization Events....................90
SECTION 18. Purchase of Investor Certificates and Series
Termination.............................................92
SECTION 19. Variable Accumulation Period............................92
SECTION 20. Series Yield Factor.....................................93
SECTION 21. Issuance of Additional Investor Certificates............94
SECTION 22. Sale or Transfer of Seller Retained Classes.............95
SECTION 23. Paired Series...........................................95
SECTION 24. Fixed Principal Allocation Adjustment...................95
SECTION 25. Ratification of Pooling and Servicing Agreement.........96
SECTION 26. Counterparts............................................96
SECTION 27. Book-Entry Certificates.................................96
[SECTION 28.][Issuance of New Series]................................96
SECTION 29. Governing Law...........................................96
EXHIBITS
EXHIBIT A-1 Form of Class A Certificate
EXHIBIT A-2 Form of Class B Certificate
EXHIBIT A-3 Form of Class C Certificate
EXHIBIT B Form of Investor Certificateholders'Monthly Statement
EXHIBIT C Form of Monthly Servicer Certificate
SEARS CREDIT ACCOUNT MASTER TRUST II
MASTER TRUST CERTIFICATES, SERIES ________
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 SRFG, INC. (formerly Sears
Receivables Financing Group, Inc.), a Delaware corporation ("SRFG")
as Seller, SEARS, ▇▇▇▇▇▇▇ AND CO., a New York corporation ("Sears")
as Servicer, and BANK ONE, NATIONAL ASSOCIATION (formerly 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 ________.
SERIES TERM SHEET
Date of Series Term Sheet .
---------
Group One.
Series Initial Investor Interest .
----------
Class Initial Investor Interest Class A - .
of each Class of Investor Certificates ----------
Class B - .
----------
Class C - .
----------
Seller Retained Class Initially, [Class B and] Class C.
Type of Structure Controlled Amortizing Structure.
Certificate Rates Class A - ____% 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 - Initially, ____%;
[provided, however, that the
Seller may increase the
Certificate Rate pursuant to
Section 22].
i
Class C - Initially, ____%;
provided, however, that the
Seller may increase the
Certificate Rate pursuant to
Section 22.
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.]
Eligible for Interest Rate Swaps [No]
Swap Counterparty Payment [Not applicable.]
Swap Rate [Not applicable.]
Swap Trust Payment [Not applicable.]
Series Yield Factor Initially [zero], but may be
increased pursuant to Section 20.
Date from which Interest for First Series Closing Date.
Interest Payment Date Shall Accrue
Distribution Dates _________ 15, ____ 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 _____________.
ii
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 ___________,
and each Special Payment Date.
Class A Expected Final Payment Date The Distribution Date in .
------
Class B Expected Final Payment Date The Distribution Date in .
------
Class C Expected Final Payment Date The Distribution Date in .
------
Series Cut-Off Date .
--------------
Series Closing Date .
--------------
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
______________ 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 ________________ 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 $ .
--------------------------
Class B Controlled [Amortization] Amount $ .
--------------------------
Class C Controlled [Amortization] Amount Unless a Rapid Amortization
Event shall have occurred,
_______________________.
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.
iii
Series Monthly Servicing Fee Additional
Funds Portion Percentage Not applicable.
Amount of Additional Funds [Amount specified in the
Assignment of Additional
Funds dated as of January 30,
1998 between the Seller and
the Trustee, but subject to
being increased pursuant to
Section 4.03(e) of the Pooling
and Servicing Agreement.]
Eligible for Finance Charge Collections [Yes.]
Reallocations to and from other Series in the
Group
Eligible for Principal Collections Reallocations [Yes.]
to and from other Series in the Group
Paired Series [No.]
Subject to being part of a Paired Series [Yes.]
Series Termination Date The day following _____________
the 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.]
iv
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.
v
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.
SRFG, INC.
as Seller
By:
---------------------------------
Name:
Title:
SEARS, ▇▇▇▇▇▇▇ AND CO.
as Servicer
By:
----------------
Name:
Title:
BANK ONE, NATIONAL ASSOCIATION
as Trustee
By:
----------------
Name:
Title:
vi
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 21(a).
"Additional Certificate Date" shall have the meaning specified in
Section 21(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, (B) the Investor Servicing Fee Percentage and (C)
the annualized percentage equivalent of a fraction the numerator
of which is the sum of the Swap Trust Payments and the
denominator of which is the Series Invested Amount.
"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)(17) less
amounts previously deposited with respect to the Class A Early
Termination Premium Shortfall pursuant to Section 8(b)(44),
8(c)(14) or 8(c)(43). 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 equaled 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)(18) less amounts previously deposited with respect to the
Class B Early Termination Premium Shortfall pursuant to Section
8(b)(45), 8(c)(15) or 8(c)(44). 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.
2
"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)(48) and
8(c)(49). 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)(12)) 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 19,
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 19 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 19 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)(48), 8(c)(50) or
8(c)(51).
"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
3
9(a)(12)) 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)(48), 8(c)(50) or
8(c)(51).
"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 equaled 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 equaled 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.
4
"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 21, minus (i)
prior amounts paid to such Class pursuant to Section 9(a)(12) 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)(12)), (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.
5
"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
6
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.
7
"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)(47), 8(d)(48) or 8(d)(49).
"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 equaled 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
equaled 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.
8
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.
"Counterparty," if any, shall mean the counterparty
under each Interest Rate Swap.
"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.
9
"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 25.
"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 25) 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
10
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)(51), 8(c)(60) or 8(d)(55) minus
(ii) (x) the amount deposited in the Group Principal Collections
Reallocation Account pursuant to any provisions similar to
Section 8(b)(49) 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)(58)
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)(53).
"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.
11
"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.
"Interest Rate Swap," if applicable, shall mean each
interest rate swap agreement between the Trustee and the
Counterparty for the benefit of the Investor Certificateholders
and any replacement or successor interest rate swap agreement.
"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 one-month deposits in
United States dollars which 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.
12
"LIBOR Business Day," if applicable, shall mean a day
other than a Saturday or a Sunday or a day on which banking institutions in
the City of London, England, in Chicago, Illinois 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)(27-34), 8(c)(24-31)
and 8(d)(25-32) 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 23.
"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
13
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 19), 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.
14
"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 AverageCertificate 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 22.
"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.
15
"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 17 hereof.
"Rapid Amortization Event" shall mean any event
specified in Section 9.01 of the Pooling and Servicing Agreement
or in Section 17 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.
16
"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 Section 4.03(b)
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 22.
"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
17
pursuant to Section 7(g)(3), (vi) amounts withdrawn from the Pre-
Funding Special Reserve Account pursuant to Section 7(h)(3) and
(vii) the sum of the Swap Counterparty Payments, if any.
"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)(52-54)). 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).
18
"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 sum of the numerators used in calculating the Class
Percentage with respect to Principal Collections for each 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)(19), 8(c)(16) or
8(d)(17), 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
19
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.
20
"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 20.
"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.
21
"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.
"Swap Counterparty Payment," if applicable, for any
Distribution Date, shall have the meaning specified in the Series
Term Sheet.
"Swap Date," if applicable, shall mean, with respect to
any Interest Rate Swap, the date on which such Interest Rate Swap
becomes effective.
"Swap Notional Amount," if applicable, with respect to
any Interest Rate Swap, shall mean the notional amount specified
in such Interest Rate Swaps, provided, however, that the sum of
the Swap Notional Amounts for all Interest Rate Swaps on any
Distribution Date shall not exceed the sum of the Class A
Invested Amount and the Class B Invested Amount on such
Distribution Date.
"Swap Rate," if applicable, with respect to any Interest
Rate Swap, shall have the meaning specified in the Series Term
Sheet.
"Swap Trust Payment," if applicable, for any
Distribution Date, shall have the meaning specified in the Series
Term Sheet.
"Swap Trust Payment Shortfall," if applicable, for any
Distribution Date, shall mean the positive difference, if any
between (i) the sum of the Swap Trust Payments and (ii) the sum
of (A) the Series Finance Charge Collections allocable to each
Counterparty with respect to each Interest Rate Swap and (B)
Series Additional Allocable Amounts allocable to each
Counterparty with respect to each Interest Rate Swap for such
Distribution Date.
"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).
22
"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.
23
(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.
24
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
25
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.
26
(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
27
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
28
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
29
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 caused
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.
30
(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."
31
(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) Swap Trust Payments. An amount equal to the lesser of
32
(A) the sum of the Swap Trust Payments 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 in the Series Distribution Account.
(12) 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.
(13) 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.
(14) 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.
(15) Reimbursement of prior Third Party Credit
Enhancement Drawings. If applicable, an amount equal to the
lesser of
33
(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.
(16) 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.
(17) 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.
(18) 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.
(19) Series Excess Servicing. An amount equal to any
remaining Series Finance Charge Collections and any remaining
Series Additional Allocable Amounts (together, "Series Excess
Servicing")
34
shall be withdrawn from the Series Collections Account and
deposited into the Group Finance Charge Collections Reallocation
Account.
(20) 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.
(21) 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.
(22) 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.
(23) 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.
35
(24) 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.
(25) 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.
(26) 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.
(27) 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
36
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 Distribution
Account. The Class A Modified Required Amount Shortfall shall be
reduced by the amount of such deposit.
(28) 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 (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 Distribution
Account. The Class B Modified Required Amount Shortfall shall be
reduced by the amount of such deposit.
(29) 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
37
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 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.
(30) 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 (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 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.
(31) 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
38
(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 (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 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.
(32) 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 (32)) 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.
(33) 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
39
(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
(33)); 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.
(34) Swap Trust Payment Shortfalls. An amount equal to
the lesser of
(A) the Swap Trust Payment Shortfall and
(B) the product of
(x) a fraction, the numerator of which
is the Swap Trust Payment Shortfall
and the denominator of which is the
sum of the swap trust payment
shortfalls for all series in the Group
to which the Series established hereby
belongs and
(y) the amount on deposit in the Group
Finance Charge Collections
Reallocation Account before any
withdrawals therefrom with respect to
other series pursuant to a clause in
the applicable Series Supplement for
the purpose of covering swap trust
payment shortfalls and after any
withdrawals therefrom with respect to
other series pursuant to a clause in
the applicable Series Supplement for
the purpose of covering any payment
shortfall for such series intended to
be of a higher priority than swap
trust payment shortfalls
shall be withdrawn from the Group Finance Charge Collections
Reallocation Account and deposited in the Series Distribution
Account.
(35) Payment of the Class A Modified Required Amount
Shortfall from Class C Principal Collections. An amount equal to
the lesser of
40
(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.
(36) 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.
(37) 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.
(38) 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
41
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.
(39) 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.
(40) 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.
(41) 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 thelesser 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.
(42) 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
42
(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.
(43) 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.
(44) 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 (44)) 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.
(45) 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
43
(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 (45)) 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.
(46) 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.
(47) 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
(47)) 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.
(48) Class C Permitted Controlled Amortization Amount.
An amount equal to the lesser of
44
(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."
(49) 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.
(50) Payment to the Seller. An amount equal to the lesser of
(A) the positive difference, if any, between
the amount of the Seller Interest (determined
as described below) 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). For purposes of
this provision, the Seller Interest shall be deemed to include
(i) all amounts remaining on deposit in the Series Collections
Account after clause (49); (ii) all amounts on deposit in all Group Principal
Collections Reallocation Accounts after giving effect to clause
(49) and all provisions similar to clause (49) in other Series
Supplements; and (iii) all amounts deposited into the Excess
Funding Account (SRC) and the Excess Funding Account (General) on
such Distribution Date pursuant to the provisions of any other
Series Supplement.
(51) 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 (determined
as described below) 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). For purposes of this
45
provision, the Seller Interest shall be deemed to include (i) all
amounts on deposit in all Group Principal Collections
Reallocation Accounts after giving effect to clause (49) and all
provisions similar to clause (49) in other Series Supplements,
and (ii) all amounts deposited into the Excess Funding Account
(SRC) and the Excess Funding Account (General) on such
Distribution Date pursuant to the provisions of any other Series
Supplements. This provision shall be applied before similar
provisions for any previously issued Series.
(52) 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.
(53) 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)(55),
8(c)(56) and 8(c)(57), 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)(52) 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
46
(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.
47
(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) Swap Trust Payments. An amount equal to the lesser
of
(A) the sum of the Swap Trust Payments 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 in the Series Distribution Account.
48
(10) 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.
(11) 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.
(12) 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.
(13) 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.
49
(14) 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.
(15) 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.
(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 Amount both 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.
50
(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
51
(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
52
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
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.
(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
53
(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
54
(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) Swap Trust Payment Shortfalls. An amount equal to
the lesser of
(A) the Swap Trust Payment Shortfall and
55
(B) the product of
(x) a fraction, the numerator of which
is the Swap Trust Payment Shortfall
and the denominator of which is the
sum of the swap trust payment
shortfalls for all series in the Group
to which the Series established hereby
belongs and
(y) the amount on deposit in the Group
Finance Charge Collections
Reallocation Account before any
withdrawals therefrom with respect to
other series pursuant to a clause in
the applicable Series Supplement for
the purpose of covering swap trust
payment shortfalls and after any
withdrawals therefrom with respect to
other series pursuant to a clause in
the applicable Series Supplement for
the purpose of covering any payment
shortfall for such series intended to
be of a higher priority than swap
trust payment shortfalls
shall be withdrawn from the Group Finance Charge Collections
Reallocation Account and deposited in the Series Distribution
Account.
(32) 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.
(33) 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.
(34) 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
56
(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.
(35) 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.
(36) 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.
(37) 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
57
deposit, and the Class B Cumulative Investor Charged-Off Amount
shall be increased by the amount of such deposit.
(38) 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.
(39) 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.
(40) 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.
(41) 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
58
(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.
(42) 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.
(43) 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 (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 in the applicable
Series Supplements
shall be withdrawn from the Group Finance Charge Collections
Reallocation Account and deposited into the Series Distribution
Account.
(44) 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
59
(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 (44)) 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.
(45) 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.
(46) 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
(46)) 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.
(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
60
Principal Collections shall be withdrawn from the Series
Collections Account and deposited into the Series Principal
Collections Account.
(48) 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.
(49) 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."
(50) 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 (or, if Class B
is a Seller Retained Class, in the Series
Collections Account)
shall be withdrawn from the Series Principal Collections Account
(or, if Class B is a Seller Retained Class, 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 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.
61
(51) 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."
(52) 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
(52)) 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.
(53) 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
62
(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 (53)) 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.
(54) 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 (54)); 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
63
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.
(55) 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 (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 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.
(56) 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
64
(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 (56)) 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.
(57) 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 (57)) and
65
(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.
(58) 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.
(59) Payment to the Seller. An amount equal to the lesser of
(A) the positive difference, if any, between
the amount of the Seller Interest (determined
as described below) 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). For purposes of
this provision, the Seller Interest shall be deemed to include
(i) all amounts remaining on deposit in the Series Collections
Account after giving effect to clause (58); (ii) all amounts on
deposit in all Group Principal Collections Reallocation Accounts
after giving effect to clause (58) and all provisions similar to
clause (58) in other Series Supplements; and (iii) all amounts
deposited into the Excess Funding Account (SRC) and the Excess
Funding Account (General) on such Distribution Date pursuant to
the provisions of any other Series Supplement.
(60) 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 (determined
as described below) 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,
66
such amounts shall be deposited into the Excess Funding Account
(General). For purposes of this provision, the Seller Interest
shall be deemed to include (i) all amounts on deposit in all
Group Principal Collections Reallocation Accounts after giving
effect to clause (58) and all provisions similar to clause (58)
in other Series Supplements, and (ii) all amounts deposited into
the Excess Funding Account (SRC) and the Excess Funding Account
(General) on such Distribution Date pursuant to the provisions of
any other Series Supplements. This provision shall be applied before similar
provisions for any previously issued Series.
(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
67
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.
68
(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) Swap Trust Payments. An amount equal to the lesser of
(A) the sum of the Swap Trust Payments 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 in the Series Distribution Account.
(14) 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.
(15) 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
69
(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.
(16) 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.
(17) 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.
(18) 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.
(19) 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.
(20) Payment of the Class B Modified Required Amount
Shortfall from a Subordinate Series. If applicable, an amount
equal to the lesser of
70
(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.
(21) 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.
(22) 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.
(23) 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.
(24) 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
71
(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.
(25) 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 (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 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.
(26) 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 (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 for any class with
the same alphabetical designation and
after any withdrawals therefrom for
the benefit of all classes
72
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.
(27) 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
(27)); 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.
(28) 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
73
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 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.
(29) 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 (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 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.
(30) 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
74
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 in the applicable
Series Supplements
shall be withdrawn from the Group Finance Charge Collections
Reallocation Account and deposited into the Series Distribution
Account.
(31) 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
(31)); 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.
(32) Swap Trust Payment Shortfalls. An amount equal to
the lesser of
(A) the Swap Trust Payment Shortfall and
(B) the product of
75
(x) a fraction, the numerator of which
is the Swap Trust Payment Shortfall and the
denominator of which is the sum of the
swap trust payment shortfalls for all
series in the Group to which the
Series established hereby belongs and
(y) the amount on deposit in the Group
Finance Charge Collections
Reallocation Account before any
withdrawals therefrom with respect to
other series pursuant to a clause in
the applicable Series Supplement for
the purpose of covering swap trust
payment shortfalls and after any
withdrawals therefrom with respect to
other series pursuant to a clause in
the applicable Series Supplement for
the purpose of covering any payment
shortfall for such series intended to
be of a higher priority than swap
trust payment shortfalls
shall be withdrawn from the Group Finance Charge Collections
Reallocation Account and deposited in the Series Distribution
Account.
(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
76
(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 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.
(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 less principal
payments made in respect of such Class prior to such Distribution
Date.
(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 Series Principal Collections Account. The
Class A Cumulative Investor Charged-Off Amount shall be reduced
by the amount of such
77
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 less principal
payments made in respect of such Class prior to such Distribution
Date.
(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 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.
(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 less principal
payments made in respect of such Class prior to such Distribution
Date.
(42) 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
78
(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.
(43) 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.
(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
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 (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 Series Principal Collections Account.
(46) 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
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Principal Collections shall be withdrawn from the Series
Collections Account and deposited into the Series Principal
Collections Account.
(47) 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."
(48) 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 (or, if Class B is a Seller
Retained Class, in the Series Collections
Account)
shall be withdrawn from the Series Principal Collections Account
(or, if Class B is a Seller Retained Class, in the Series
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."
(49) 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."
(50) 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
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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)) 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.
(51) 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 (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 Distribution
Account. The Class B Rapid Amortization Amount Shortfall will be
reduced by the amount of such deposit.
(52) 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
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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
(52)); 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.
(53) 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.
(54) Payment to the Seller. An amount equal to the lesser of
(A) the positive difference, if any, between
the amount of the Seller Interest (determined
as described below) 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). For purposes of
this provision, the Seller Interest shall be deemed to include
(i) all amounts remaining on deposit in the Series Collections
Account after clause (53); (ii) all amounts on deposit in all
Group Principal Collections Reallocation Accounts after giving
effect to clause (53) and all provisions similar to clause (53)
in other Series Supplements; and (iii) all amounts deposited into
the Excess Funding Account (SRC) and the Excess Funding Account
(General) on such Distribution Date pursuant to the provisions of
any other Series Supplement.
(55) 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 (determined
as described below) and the Minimum Seller
Interest and
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(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). For purposes of this
provision, the Seller Interest shall be deemed to include (i) all
amounts on deposit in all Group Principal Collections
Reallocation Accounts after giving effect to clause (53) and all
provisions similar to clause (53) in other Series Supplements,
and (ii) all amounts deposited into the Excess Funding Account
(SRC) and the Excess Funding Account (General) on such
Distribution Date pursuant to the provisions of any other Series
Supplements. This provision shall be applied before similar
provisions for any previously issued Series.
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
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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 Swap Trust Payments. An amount equal
to the lesser of
(A) the sum of the Swap Trust Payments and
(B) the amount deposited in respect of the
Interest Rate Swaps 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.
(4) 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."
(5) 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.
(6) Swap Trust Payments. On each Interest Payment Date
and each Special Payment Date, the Servicer shall direct the
Trustee to withdraw all amounts on deposit in the Series Interest
Funding Account with respect to the Interest Rate Swaps and to
pay such amounts to each Counterparty in accordance with the
amount of the Swap Trust Payment payable to each Counterparty;
provided, however, that if the amount on deposit in the Series
Interest Funding Account with respect to the Interest Rate Swaps
is less than the sum of the Swap Trust Payments on such
Distribution Date, the Servicer shall direct the Trustee to pay
each Counterparty an amount equal to the product of such amount
on deposit in the Series Interest Funding Account with respect to
the Interest Rate Swaps and a fraction the numerator of which is
the Swap Trust Payment due to such Counterparty and the
denominator of which is the sum of the Swap Trust Payments due on
such Distribution Date.
(7) 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
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(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.
(8) 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.
(9) 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.
(10) 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.
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(11) 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.
(12) 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.
(13) 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
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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 (13) 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 Party 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
87
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
88
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
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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. Interest Rate Swaps. The Servicer may obtain
Interest Rate Swaps in a form approved by the Servicer to be
entered into by the Trustee not in its personal capacity but
solely for the benefit of the Investor Certificateholders;
provided that the sum of the Swap Notional Amounts for such
Interest Rate Swaps shall not exceed the Class A and Class B
Invested Amount for this Series and the Swap Rate shall not
exceed the maximum Swap Rate set forth in the Series Term Sheet.
Pursuant to the terms of the Interest Rate Swap, the Trustee is
to receive payment from the Swap Counterparty prior to 10:00 a.m.
Chicago time on any Distribution Date of the amount of any Swap
Counterparty Payment to be paid by the Swap Counterparty on such
Distribution Date. If the Trustee does not receive such payment
by 10:00 a.m. Chicago time on such Distribution Date, the Trustee
shall attempt to determine from the Swap Counterparty the reasons
therefore and whether such payment is to be made by the Swap
Counterparty on such Distribution Date. If the Interest Rate Swap
has not been terminated and the Trustee has not received any Swap
Counterparty Payment due on the related Distribution Date prior
to 4:00 p.m. Chicago time on such Distribution Date, (i) the
Trustee shall notify the Servicer of such fact prior to 4:15 p.m.
Chicago time on such Distribution Date, and (ii) the Trustee
shall revise the Investors Monthly Certificateholders Statement
required by Section 15 hereof to reflect that the Swap
Counterparty Payment was not received by the Trustee for such
Distribution Date.
SECTION 15. 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 16. 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 17. 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
90
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 equaled zero;
91
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 18. 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 18 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 18 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 19. 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
92
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 19, 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 19 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 20. 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."
93
SECTION 21. 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.
94
SECTION 22. 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 22, sell or transfer any Seller Retained
Class of Investor Certificates (the "Purchased Class") of the
Series established hereby (the "Seller Retained Class Purchase
Date"), and increase the Certificate Rate for such Purchased
Class in connection with such sale or transfer, 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, the Seller Retained Class Purchase Date, and
the increase in the Certificate Rate for such Purchased
Class, if any;
(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 and the increase in the
Certificate Rate for such Purchased Class, if any, 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 22
shall no longer be considered a Seller Retained Class.
SECTION 23. 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 24. 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
95
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 25. 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 26. 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 27. 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 22 and (ii) the Seller
shall so elect.
[SECTION 28. Issuances of New Series. The Seller will
not, at any time prior to the ___________ Distribution Date,
issue another series in Group One unless (a) the revolving period
with respect to such series is scheduled to continue until at
least the end of the Due Period ending in ____________ or (b) the
Seller shall have delivered to the Trustee an Officer's
Certificate, dated the date of issuance of such series, to the
effect that the Seller reasonably believes that the issuance of
such series will not cause the final principal payment with
respect to the Series ____________ Class A Certificates to be
made later than the ____________ Distribution Date.] [INCLUDE IF
SERIES HAS A 12-MONTH CONTROLLED AMORTIZATION PERIOD.]
SECTION 29. 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.
96
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. ___________
___% CLASS A MASTER TRUST CERTIFICATE, SERIES______
SEARS CREDIT ACCOUNT MASTER TRUST II
SRFG, INC.
SELLER
SEARS, ▇▇▇▇▇▇▇ AND CO. SERVICER
(NOT AN INTEREST IN OR OBLIGATION OF SRFG, 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 SRFG, 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
Bank One, National Association (formerly The First National Bank
of Chicago), as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth below.
A-1-1
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
____________ (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.
SRFG, INC.
By:
----------------
Name:
Title:
A-1-2
[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 "____% Class A Master Trust Certificates,
Series ____________ " (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 ____________ or paid to the Class A
Certificateholders. Also issued under the Pooling and Servicing
Agreement and the Series Supplement are Investor Certificates
designated as "____ % Class B Master Trust Certificates, Series
____________" (the "Class B Certificates") and "Class C Master
Trust Certificates, Series ____________" (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 $______. 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 _______, 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 __________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
A-1-3
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 __________ (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.
A-1-4
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.
A-1-5
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Class A Certificates referred to in
the within mentioned Pooling and Servicing Agreement and Series
Supplement.
BANK ONE, NATIONAL ASSOCIATION
as Trustee
By:
---------------------------
Authorized Officer
▇-▇-▇
▇▇▇▇▇▇▇ ▇-▇
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.
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.
THIS CLASS B 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 B 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. $__________________
CUSIP NO.__________
_____% CLASS B MASTER TRUST CERTIFICATE, SERIES
____
SEARS CREDIT ACCOUNT MASTER TRUST II
SRFG, INC.
SELLER
SEARS, ▇▇▇▇▇▇▇ AND CO. SERVICER
(NOT AN INTEREST IN OR OBLIGATION OF SRFG, INC., SEARS NATIONAL
BANK OR SEARS, ▇▇▇▇▇▇▇ AND CO.)
This certifies that SRFG, 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)
A-2-1
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 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
Bank One, National Association (formerly 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 ________
(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.
SRFG, INC.
By:
----------------
Name:
Title:
A-2-2
[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, by the acceptance of this Class B
Certificate, agrees to treat this Class B Certificate for
federal, state and local income and franchise tax purposes as
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, SRFG by virtue of the acceptance hereof assents and by
which the SRFG is bound.
This Class B Certificate is one of a series of
Certificates entitled "____% Class B Master Trust Certificates,
Series _____" (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 _____ or paid to the Class B Certificateholders.
Also issued under the Pooling and Servicing Agreement and the
Series Supplement are Investor Certificates designated as "____%
Class A Master Trust Certificates, Series _______" (the "Class A
Certificates") and "Class C Master Trust Certificates, Series
_____" (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 $ _________. 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 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 __________, 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 __________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,
A-2-3
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 until the Class A Investor Interest has 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 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 _________ (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 SRFG 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 SRFG (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.
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 SRFG shall be
conclusive and binding on SRFG 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 SRFG 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.
A-2-4
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.
The transfer of this Class B 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 B Certificates are
exchangeable for new Class B 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 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.
A-2-5
[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.
BANK ONE, NATIONAL ASSOCIATION
as Trustee
By:
-------------------------
Authorized Officer
▇-▇-▇
▇▇▇▇▇▇▇ ▇-▇
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 ____
SEARS CREDIT ACCOUNT MASTER TRUST II
SRFG, INC.
SELLER
SEARS, ▇▇▇▇▇▇▇ AND CO. SERVICER
(NOT AN INTEREST IN OR OBLIGATION OF SRFG, INC., SEARS NATIONAL
BANK OR SEARS, ▇▇▇▇▇▇▇ AND CO.)
This certifies that SRFG, 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")
A-3-1
originated by Sears, ▇▇▇▇▇▇▇ 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 Bank One, National Association (formerly 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 ______
(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.
SRFG, INC.
By:
----------------
Name:
Title:
A-3-2
[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
_______" (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
_______ or paid to SRFG. Also issued under the Pooling and
Servicing Agreement and the Series Supplement are Investor
Certificates designated as "_____% Class A Master Trust
Certificates, Series _______" (the "Class A Certificates") and "
_____% Class B Master Trust Certificates, Series _______" (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 $________. 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 ___________, 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 __________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
A-3-3
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
_______________ (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.
A-3-4
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.
A-3-5
[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.
BANK ONE, NATIONAL ASSOCIATION
as Trustee
By:
--------------
Authorized Officer
A-3-6
EXHIBIT B
Form of Investor Certificateholders' Monthly
Statement Sears Credit Account Master Trust II
Series ___ 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., SRFG, Inc. (formerly Sears Receivables
Financing Group, Inc.) and Bank One, National Association (formerly
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 INVESTORS THIS DUE PERIOD
Total Interest Principal
----- -------- ---------
Series
----
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 1995-1 Investor Interest $
-----------
Series 1995-2 Investor Interest $
-----------
Series 1995-3 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 $
-----------
Series 1996-5 Investor Interest $
-----------
Series 1997-1 Investor Interest $
-----------
Series 1998-1 Investor Interest $
-----------
Series 1998-2 Investor Interest $
-----------
Series 1999-1 Investor Interest $
-----------
Series 1999-2 Investor Interest $
-----------
Series ____ Investor Interest $
------------
(d) INVESTOR INTEREST BY CLASS (SERIES ____ )
Class A Investor Interest $
-----------
Class B Investor Interest $
-----------
Class C Investor Interest $
-----------
TOTAL CLASS INVESTOR INTEREST $
-----------
B-1
3. ALLOCATION OF COLLECTIONS DURING THE DUE PERIOD
(a) TOTAL COLLECTIONS $
-----------
Principal Receivables Collected $
------------
Finance Charge Receivables Collected $
------------
Recovered Amounts added as Additional Funds $
------------
Additional
Finance Charge Principal Allocable
Collections Collections Amounts
-------------- ----------- ----------
(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) $ $ $
------------ --------- ----------
Seller Allocation (Seller
Percentage multiplied by total
Collections received during the
Due Period) $ $ $
------------ --------- ----------
(c) Group One Allocation $ $ $
------------ ----------- ----------
(d) Series ______ Allocation $ $ $
------------ ----------- ----------
(e) Reallocations of Collections
to Series ____ from other series
in Group One and application
of charge-off reimbursements
to principal payments $ $ $
------------ ----------- ----------
4. INFORMATION CONCERNING CONTROLLED AMORTIZATION AMOUNT
Amount Distributed Total Distributions
this Due Period through this Due Period
------------------ -----------------------
SERIES _________ 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 _____ (the sum of the Class Investor
Charged-Off Amounts for all Classes in
Series _____) $
----------
(c) Series _____ 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) $
----------
B-2
6. INVESTOR LOSSES
Total
-----
(a) Group One $
----------
(b) Series _____ $
----------
(c) Series _____ 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 ____ $
----------
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) Recoveries (Recovered Amounts added
as Additional Funds on the Distribution
Date divided by Aggregate Investor
Interest in the Trust as of the first
day of the Due Period) %
----------
(d) Investor Servicing Fee Percentage
(weighted average of Investor
Servicing Fees for Series ____) %
----------
(e) Weighted Average Certificate Rate
(weighted average certificate rates
for all classes of Series ____) %
----------
(f) Series Excess Servicing Percentage
(the sum of Portfolio Yield and
Recoveries 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
[Sears has completed its conversion to the Total Systems Services,
Inc. ("TSYS") account processing system. For a further discussion
of Sears change to a new aging methodology in connection with the
conversion of its receivables processing system to the TSYS account
processing system, see the Trust's Current Report on Form 8-K dated
May 14, 1998.]
B-3
The Accounts in the Trust have the following delinquency
distribution:
[month/year]
Delinquencies as a % of balances
60-89 days past due.................... %
----------
90-119 days past due................... %
----------
120 days or more past due............ %
----------
Total Delinquencies %
==========
The delinquency rate is calculated by dividing the delinquent
balances as of the end of the Due Period by the balance of
receivables in the Trust at the beginning of the Due Period.
Sears and the Bank determine delinquency levels for accounts
using an aging methodology that is based on the number of
completed billing cycles during which the customer failed to make
a required payment. The delinquency data reflect the percentage
of Account balances for which the customer has failed to make a
required payment in each of the last three, four and five or more
billing cycles, respectively.
BANK ONE, NATIONAL ASSOCIATION
as Trustee
By:
-----------------
B-4
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, SRFG, Inc. (formerly Sears Receivables Financing Group,
Inc.) and Bank One, National Association (formerly 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 1: 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.......................................... $
--------
9. The aggregate amount of Additional Funds to be added
to the Trust on or before the Distribution Date is
equal to............................................. $
--------
SECTION 2: SERIES 1994-1
1. The aggregate amount of Series Additional Allocable
Amounts during the related Due Period is equal to.... $
--------
C-1
2. The amount of interest payable to the Class A
Certificateholders on the current Distribution
Date is equal to....................................... $
--------
3. The amount of principal payable to the Class A
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
4. The amount of interest payable to the Class B
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
5. The amount of principal payable to the Class B
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
6. The amount of interest payable to the Class C
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
7. The amount of principal payable to the Class C
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
8. The aggregate amount of Reallocated Class B Principal
Collections during the related Due Period is equal to.. $
--------
9. The aggregate amount of Reallocated Class C Principal
Collections during the related Due Period is equal to.. $
--------
SECTION 3: SERIES 1995-1
1. The aggregate amount of Series Additional Allocable
Amounts during the related Due Period is equal to...... $
--------
2. The amount of interest payable to the Class A
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
3. The amount of principal payable to the Class A
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
4. The amount of interest payable to the Class B
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
5. The amount of principal payable to the Class B
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
6. The amount of interest payable to the Class C
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
7. The amount of principal payable to the Class C
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
C-2
8. The aggregate amount of Reallocated Class B Principal
Collections during the related Due Period is equal to.. $
--------
9. The aggregate amount of Reallocated Class C Principal
Collections during the related Due Period is equal to.. $
--------
SECTION 4: SERIES 1995-2
1. The aggregate amount of Series Additional Allocable
Amounts during the related Due Period is equal to...... $
--------
2. The amount of interest payable to the Class A
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
3. The amount of principal payable to the Class A
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
4. The amount of interest payable to the Class B
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
5. The amount of principal payable to the Class B
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
6. The amount of interest payable to the Class C
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
7. The amount of principal payable to the Class C
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
8. The aggregate amount of Reallocated Class B Principal
Collections during the related Due Period is equal to.. $
--------
9. The aggregate amount of Reallocated Class C Principal
Collections during the related Due Period is equal to.. $
--------
SECTION 5: SERIES 1995-3
1. The aggregate amount of Series Additional Allocable
Amounts during the related Due Period is equal to...... $
--------
2. The amount of interest payable to the Class A
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
3. The amount of principal payable to the Class A
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
4. The amount of interest payable to the Class B
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
C-3
5. The amount of principal payable to the Class B
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
6. The amount of interest payable to the Class C
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
7. The amount of principal payable to the Class C
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
8. The aggregate amount of Reallocated Class B Principal
Collections during the related Due Period is equal to.. $
--------
9. The aggregate amount of Reallocated Class C Principal
Collections during the related Due Period is equal to.. $
--------
SECTION 6: SERIES 1995-5
1. The aggregate amount of Series Additional Allocable
Amounts during the related Due Period is equal to...... $
--------
2. The amount of interest payable to the Class A
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
3. The amount of principal payable to the Class A
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
4. The amount of interest payable to the Class B
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
5. The amount of principal payable to the Class B
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
6. The amount of interest payable to the Class C
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
7. The amount of principal payable to the Class C
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
8. The aggregate amount of Reallocated Class B Principal
Collections during the related Due Period is equal to.. $
--------
9. The aggregate amount of Reallocated Class C Principal
Collections during the related Due Period is equal to.. $
--------
SECTION 7: SERIES 1996-1
1. The aggregate amount of Series Additional Allocable
Amounts during the related Due Period is equal to...... $
--------
C-4
2. The amount of interest payable to the Class A
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
3. The amount of principal payable to the Class A
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
4. The amount of interest payable to the Class B
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
5. The amount of principal payable to the Class B
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
6. The amount of interest payable to the Class C
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
7. The amount of principal payable to the Class C
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
8. The aggregate amount of Reallocated Class B Principal
Collections during the related Due Period is equal to.. $
--------
9. The aggregate amount of Reallocated Class C Principal
Collections during the related Due Period is equal to.. $
--------
SECTION 8: SERIES 1996-2
1. The aggregate amount of Series Additional Allocable
Amounts during the related Due Period is equal to...... $
--------
2. The amount of interest payable to the Class A
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
3. The amount of principal payable to the Class A
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
4. The amount of interest payable to the Class B
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
5. The amount of principal payable to the Class B
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
6. The amount of interest payable to the Class C
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
7. The amount of principal payable to the Class C
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
8. The aggregate amount of Reallocated Class B Principal
Collections during the related Due Period is equal to.. $
--------
C-5
9. The aggregate amount of Reallocated Class C Principal
Collections during the related Due Period is equal to.. $
--------
SECTION 9: SERIES 1996-3
1. The aggregate amount of Series Additional Allocable
Amounts during the related Due Period is equal to...... $
--------
2. The amount of interest payable to the Class A
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
3. The amount of principal payable to the Class A
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
4. The amount of interest payable to the Class B
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
5. The amount of principal payable to the Class B
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
6. The amount of interest payable to the Class C
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
7. The amount of principal payable to the Class C
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
8. The aggregate amount of Reallocated Class B Principal
Collections during the related Due Period is equal to.. $
--------
9. The aggregate amount of Reallocated Class C Principal
Collections during the related Due Period is equal to.. $
--------
SECTION 10: SERIES 1996-4
1. The aggregate amount of Series Additional Allocable
Amounts during the related Due Period is equal to...... $
--------
2. The amount of interest payable to the Class A
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
3. The amount of principal payable to the Class A
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
4. The amount of interest payable to the Class B
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
5. The amount of principal payable to the Class B
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
C-6
6. The amount of interest payable to the Class C
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
7. The amount of principal payable to the Class C
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
8. The aggregate amount of Reallocated Class B Principal
Collections during the related Due Period is equal to.. $
--------
9. The aggregate amount of Reallocated Class C Principal
Collections during the related Due Period is equal to.. $
--------
SECTION 11: SERIES 1996-5
1. The aggregate amount of Series Additional Allocable
Amounts during the related Due Period is equal to...... $
--------
2. The amount of interest payable to the Class A
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
3. The amount of principal payable to the Class A
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
4. The amount of interest payable to the Class B
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
5. The amount of principal payable to the Class B
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
6. The amount of interest payable to the Class C
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
7. The amount of principal payable to the Class C
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
8. The aggregate amount of Reallocated Class B Principal
Collections during the related Due Period is equal to.. $
--------
9. The aggregate amount of Reallocated Class C Principal
Collections during the related Due Period is equal to.. $
--------
SECTION 12: SERIES 1997-1
1. The aggregate amount of Series Additional Allocable
Amounts during the related Due Period is equal to..... $
--------
2. The amount of interest payable to the Class A
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
C-7
3. The amount of principal payable to the Class A
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
4. The amount of interest payable to the Class B
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
5. The amount of principal payable to the Class B
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
6. The amount of interest payable to the Class C
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
7. The amount of principal payable to the Class C
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
8. The aggregate amount of Reallocated Class B Principal
Collections during the related Due Period is equal to.. $
--------
9. The aggregate amount of Reallocated Class C Principal
Collections during the related Due Period is equal to.. $
--------
SECTION 13: SERIES 1998-1
1. The aggregate amount of Series Additional Allocable
Amounts during the related Due Period is equal to...... $
--------
2. The amount of interest payable to the Class A
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
3. The amount of principal payable to the Class A
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
4. The amount of interest payable to the Class B
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
5. The amount of principal payable to the Class B
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
6. The amount of interest payable to the Class C
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
7. The amount of principal payable to the Class C
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
8. The aggregate amount of Reallocated Class B Principal
Collections during the related Due Period is equal to.. $
--------
9. The aggregate amount of Reallocated Class C Principal
Collections during the related Due Period is equal to.. $
--------
C-8
SECTION 14: SERIES 1998-2
1. The aggregate amount of Series Additional Allocable
Amounts during the related Due Period is equal to...... $
--------
2. The amount of interest payable to the Class A
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
3. The amount of principal payable to the Class A
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
4. The amount of interest payable to the Class B
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
5. The amount of principal payable to the Class B
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
6. The amount of interest payable to the Class C
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
7. The amount of principal payable to the Class C
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
8. The aggregate amount of Reallocated Class B Principal
Collections during the related Due Period is equal to.. $
--------
9. The aggregate amount of Reallocated Class C Principal
Collections during the related Due Period is equal to.. $
--------
SECTION 15: SERIES 1999-1
1. The aggregate amount of Series Additional Allocable
Amounts during the related Due Period is equal to...... $
--------
2. The amount of interest payable to the Class A
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
3. The amount of principal payable to the Class A
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
4. The amount of interest payable to the Class B
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
5. The amount of principal payable to the Class B
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
6. The amount of interest payable to the Class C
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
C-9
7. The amount of principal payable to the Class C
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
8. The aggregate amount of Reallocated Class B Principal
Collections during the related Due Period is equal to.. $
--------
9. The aggregate amount of Reallocated Class C Principal
Collections during the related Due Period is equal to.. $
--------
SECTION 16: SERIES 1999-2
1. The aggregate amount of Series Additional Allocable
Amounts during the related Due Period is equal to...... $
--------
2. The amount of interest payable to the Class A
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
3. The amount of principal payable to the Class A
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
4. The amount of interest payable to the Class B
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
5. The amount of principal payable to the Class B
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
6. The amount of interest payable to the Class C
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
7. The amount of principal payable to the Class C
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
8. The aggregate amount of Reallocated Class B Principal
Collections during the related Due Period is equal to.. $
--------
9. The aggregate amount of Reallocated Class C Principal
Collections during the related Due Period is equal to.. $
--------
SECTION 17: SERIES
1. The aggregate amount of Series Additional Allocable
Amounts during the related Due Period is equal to...... $
--------
2. The amount of interest payable to the Class A
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
3. The amount of principal payable to the Class A
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
C-10
4. The amount of interest payable to the Class B
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
5. The amount of principal payable to the Class B
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
6. The amount of interest payable to the Class C
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
7. The amount of principal payable to the Class C
Certificateholders on the current Distribution Date is
equal to............................................... $
--------
8. The aggregate amount of Reallocated Class B Principal
Collections during the related Due Period is equal to.. $
--------
9. The aggregate amount of Reallocated Class C Principal
Collections during the related Due Period is equal to.. $
--------
10. 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:
C-11