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Exhibit 1.1
SEARS CREDIT ACCOUNT MASTER TRUST II
Master Trust Certificates
Underwriting Agreement
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March 12, 1999
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated
World Financial Center, North Tower
New York, New York 10281-1315
As Representative of the several Underwriters
Ladies and Gentlemen:
SRFG, Inc. (formerly known as Sears Receivables Financing Group, Inc.) (the
"Company"), as originator of Sears Credit Account Master Trust II (the "Trust")
and holder of the Seller Certificate, proposes, subject to the terms and
conditions stated herein, to cause to be issued and sold from time to time
certain of the Master Trust Certificates registered under the registration
statement referred to in Section 2(a) (the "Securities"). The Company intends to
enter into one or more Pricing Agreements (each a "Pricing Agreement") in the
form attached hereto, with such additions and deletions as the parties thereto
may determine, and, subject to the terms and conditions stated herein and
therein, to issue and sell to the firms named in Schedule 1 to the applicable
Pricing Agreement (such firms constituting the "Underwriters" with respect to
such Pricing Agreement and the securities specified therein) the Securities
specified in such Pricing Agreement (with respect to such Pricing Agreement, the
"Designated Securities"). The Designated Securities will be issued by the Trust
pursuant to a Pooling and Servicing Agreement, dated as of July 31, 1994, as
amended (the "Pooling and Servicing Agreement"), as supplemented by a Series
Supplement (the "Series Supplement") relating to the specific series of
Certificates issued thereunder, by and among the Company as Seller, Sears,
▇▇▇▇▇▇▇ and Co. ("Sears") as Servicer and The First National Bank of Chicago as
Trustee (the "Trustee"). 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, as the case may be.
1. Particular sales of Designated Securities may be made from time to time
to the Underwriters of such Securities, for whom you will act as
representatives. This Underwriting Agreement shall not be construed as an
obligation of the Company to sell or cause to be sold any of the Securities or
as an obligation of any of the Underwriters to purchase the Securities. The
obligation of the Company to cause to be issued and sold any of the Securities
and the obligation of any of the Underwriters to purchase any of the Securities
shall be evidenced by the Pricing Agreement with respect to the Designated
Securities specified therein. Each Pricing Agreement shall specify the initial
principal amount of such Designated Securities, the public offering price of
such Designated Securities or the method by which the price at which such
Securities will be sold will be determined, the purchase price to the
Underwriters of such Designated Securities, the names of the Underwriters of
such Designated Securities and the principal amount of such Designated
Securities to be purchased by each Underwriter and shall set forth the date,
time and
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manner of delivery of such Designated Securities and payment therefor. The
Pricing Agreement shall also describe, in a manner consistent with the Pooling
and Servicing Agreement, the Series Supplement relating to the Designated
Securities, and the registration statement and prospectus with respect thereto,
the principal terms of such Designated Securities. A Pricing Agreement shall be
in the form of an executed writing (which may be in counterparts), and may be
evidenced by an exchange of telegraphic communications or any other rapid
transmission device designed to produce a written record of communications
transmitted. The obligations of the Underwriters under this Agreement and each
Pricing Agreement shall be several and not joint.
2. The Company represents and warrants to, and agrees with, each of the
Underwriters that:
(a) A registration statement in respect of the Securities has been
filed with the Securities and Exchange Commission (the "Commission"); such
registration statement and any post-effective amendment thereto, each in the
form heretofore delivered or to be delivered to you, excluding exhibits to such
registration statement, but including all documents incorporated by reference in
the prospectus included therein, to you for each of the other Underwriters have
been declared effective by the Commission in such form (any preliminary
prospectus included in such registration statement being hereinafter called a
"Preliminary Prospectus"; the various parts of such registration statement,
including all exhibits thereto, each as amended at the time such part became
effective, being hereinafter collectively called the "Registration Statement";
the prospectus relating to the Securities, in the form in which it has most
recently been filed with the Commission on or prior to the date of this
Agreement, being hereinafter called the "Prospectus"; any reference herein to
any Preliminary Prospectus or the Prospectus shall be deemed to include the
documents, if any, incorporated by reference therein pursuant to the applicable
form under the Securities Act of 1933, as amended (the "Act"), as of the date of
such Preliminary Prospectus or Prospectus, as the case may be; any reference to
any amendment or supplement to any Preliminary Prospectus or the Prospectus
shall be deemed to include any documents filed after the date of such
Preliminary Prospectus or Prospectus, as the case may be, under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and so incorporated by
reference; and any reference to the Prospectus as amended or supplemented shall
be deemed to refer to the Prospectus as amended or supplemented in relation to
the applicable Designated Securities in the form in which it is first filed with
the Commission pursuant to Rule 424(b) of Regulation C under the Act, including
any documents incorporated by reference therein as of the date of such filing);
(b) Except for statements in such documents which do not constitute
part of the Registration Statement or the Prospectus pursuant to Rule 412 of
Regulation C under the Act and after substituting therefor any statements
modifying or superseding such excluded statements (i) the documents incorporated
by reference in the Prospectus, when they became effective or were filed with
the Commission, as the case may be, conformed in all material respects to the
requirements of the Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder, and none of such documents, when they
became effective or were so filed, as the case may be, contained, in the case of
documents which became effective under the Act, an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, and, in
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the case of documents which were filed under the Exchange Act with the
Commission, an untrue statement of a material fact or omitted to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading, and (ii) any
further documents so filed and incorporated by reference when they become
effective or are filed with the Commission, as the case may be, will conform in
all material respects to the requirements of the Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission thereunder and will
not contain, in the case of documents which become effective under the Act, an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading,
and, in the case of documents which are filed under the Exchange Act with the
Commission, an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they are made, not misleading; provided, however, that
this representation and warranty shall not apply to any statements or omissions
made in reliance upon and in conformity with information furnished in writing to
the Company by an Underwriter of Designated Securities through you expressly for
use therein;
(c) Except for statements in documents incorporated therein by
reference which do not constitute part of the Registration Statement or the
Prospectus pursuant to Rule 412 of Regulation C under the Act and after
substituting therefor any statements modifying or superseding such excluded
statements, the Registration Statement and the Prospectus conformed, and any
amendments or supplements thereto will, when they become effective or are filed
with the Commission, as the case may be, conform, in all material respects to
the requirements of the Act and the rules and regulations of the Commission
thereunder and did not, and will not, as of the applicable effective date as to
the Registration Statement and as of the applicable filing date as to the
Prospectus, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading; provided, however, that this representation and warranty
shall not apply to any statements or omissions made in reliance upon and in
conformity with information furnished in writing to the Company by an
Underwriter of Designated Securities through you expressly for use in the
Prospectus as amended or supplemented relating to such Securities.
(d) Upon payment therefor as provided herein and in the Pricing
Agreement relating to Designated Securities, such Designated Securities will
have been duly and validly authorized and (assuming their due authentication by
the Trustee) will have been duly and validly issued, and will be entitled to the
benefits of the Pooling and Servicing Agreement and the Series Supplement.
(e) The issue and sale of the Designated Securities pursuant to any
Pricing Agreement and the compliance by the Company with all of the provisions
of the Designated Securities, the Pooling and Servicing Agreement, the Series
Supplement, the First Amended and Restated Purchase Agreement dated as of July
31, 1994, as amended (the "Purchase Agreement"), by and between the Company and
Sears, the First Amended and Restated Contribution Agreement dated as of July
31, 1994 (the "Contribution Agreement"), by and between the Company and Sears,
the Receivables Warehouse Agreement dated as of December 21, 1995 (the
"Receivables Warehouse Agreement"), by and between the Company
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and Sears, this Agreement, the Assignment of Additional Funds, dated as of
January 30, 1998, between the Company and the Trustee (the "Assignment of
Additional Funds") and such Pricing Agreement will not (i) conflict with or
result in any breach which would constitute a material default under, or, except
as contemplated by the Pooling and Servicing Agreement or the Series Supplement,
result in the creation or imposition of any lien, charge or encumbrance upon any
of the property or assets of the Company material to the Company, pursuant to
the terms of, any indenture, loan agreement or other agreement or instrument for
borrowed money to which the Company is a party or by which the Company may be
bound or to which any of the property or assets of the Company may be bound or
to which any of the property or assets of the Company, material to the Company,
is subject, (ii) result in any violation of the provisions of the Certificate of
Incorporation or By-Laws of the Company or, (iii) to the best of the Company's
knowledge, result in any material violation of any statute or any order, rule or
regulation applicable to the Company of any court or any federal, state or other
regulatory authority or other governmental body having jurisdiction over the
Company.
(f) No consent, approval, authorization or other order of, or filing
with, any court or any Federal, State or other regulatory authority or other
governmental body having jurisdiction over the Company is required for the issue
and sale of the Securities except as may be required under the Act, the Exchange
Act, and securities laws of the various states and other jurisdictions which are
applicable to the issue and sale of the Designated Securities and except for the
filing of any financing or continuation statement required to perfect or
continue the Trust's and the Company's respective interests in the Receivables.
(g) The compliance by Sears with all of the provisions of the Pooling
and Servicing Agreement, the Series Supplement, the Assignment of Accounts and
Sale of Receivables Agreement, dated as of September 15, 1994, as amended
between Sears National Bank (the "Bank") and Sears (the "Bank Assignment
Agreement"), the Purchase Agreement, the Contribution Agreement, the Receivables
Warehouse Agreement and this Agreement will not (i) conflict with or result in
any breach which would constitute a material default under, or, except as
contemplated by the Pooling and Servicing Agreement, the Series Supplement, the
Bank Assignment Agreement, the Purchase Agreement and the Contribution
Agreement, result in the creation or imposition of any lien, charge or
encumbrance upon any of the property or assets of Sears or any subsidiary
thereof, material to Sears and its subsidiaries (whether or not consolidated)
considered as a whole, pursuant to the terms of, any indenture, loan agreement
or other agreement or instrument for borrowed money to which Sears and the
Company, Sears ▇▇▇▇▇▇▇ Acceptance Corp., Sears DC Corp. or Sears National Bank
(collectively, the "Designated Subsidiaries") is a party or by which Sears or
any Designated Subsidiary may be bound or to which any of the property or assets
of Sears or any Designated Subsidiary, material to Sears and its subsidiaries
(whether or not consolidated) considered as a whole, is subject, (ii) result in
any violation of the provisions of the Restated Certificate of Incorporation, as
amended, or the By-Laws of Sears or, (iii) to the best of the Company's
knowledge, result in any material violation of any statute or any order, rule or
regulation applicable to Sears of any court or any Federal, State or other
regulatory authority or other governmental body having jurisdiction over Sears;
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(h) The Principal Receivables conveyed by the Company to the Trust under
the Pooling and Servicing Agreement had an aggregate outstanding balance
determined as of the date set forth in the Pricing Agreement of not less than
the amount set forth in the Pricing Agreement; and
(i) The Pooling and Servicing Agreement is not required to be qualified
under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"),
and the Trust is not required to be registered under the Investment Company Act
of 1940, as amended (the "Investment Company Act").
3. Subject to the terms and conditions herein set forth, the Company agrees
to cause to be issued and sold to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company, at
the purchase price specified in the Pricing Agreement applicable to any
Designated Securities, the principal amount of Designated Securities set forth
in such Pricing Agreement.
4. (a) Upon the execution of the Pricing Agreement applicable
to any Designated Securities and the authorization by you of the release of the
Designated Securities, the several Underwriters propose to offer the Designated
Securities for sale upon the terms and conditions set forth in the Prospectus as
amended or supplemented.
(b) Each Underwriter represents and agrees that it will not offer or
sell or deliver any of the Securities in any jurisdiction except under
circumstances that will result in compliance with the applicable laws thereof.
(c) Each Underwriter represents and agrees that it will not, at any
time that such Underwriter is acting as an "underwriter" (as defined in Section
2(11) of the Act) with respect to any Designated Securities, transfer, deposit
or otherwise convey any such Designated Securities into a trust or other type of
special purpose vehicle that issues securities or other instruments backed in
whole or in part by, or that represents interests in, such Designated Securities
without the prior written consent of the Company.
5. Unless otherwise specified in the Pricing Agreement, Designated
Securities to be purchased by each Underwriter pursuant to the Pricing Agreement
relating thereto shall be delivered by or on behalf of the Company to you for
the account of such Underwriter, against payment by such Underwriter or on its
behalf of the purchase price thereof by wire transfer to such account as the
Company may designate of federal or other immediately available funds. The
place, time and date of such delivery shall be set forth in the Pricing
Agreement or at such other place, time and date as you and the Company may agree
upon in writing, such time and date being herein called the "Time of Delivery."
Unless otherwise specified in the Pricing Agreement, the Securities shall be
represented by definitive certificates registered in the name of Cede & Co., as
nominee for The Depository Trust Company. Such definitive certificates will be
made available for inspection at least twenty-four hours prior to the Time of
Delivery at the office of The First National Bank of Chicago, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
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6. The Company agrees with each of the Underwriters of Designated
Securities:
(a) Immediately following the execution of each Pricing Agreement, the
Company will prepare a Prospectus Supplement setting forth the amount of
Securities covered thereby and the terms thereof not otherwise specified in the
Prospectus, the price at which such Securities are to be purchased by the
Underwriters from the Company, either the initial public offering price or the
method by which the price at which such Securities are to be sold will be
determined, the selling concessions and allowances, if any, and such other
information as the Company deems appropriate in connection with the offering of
such Securities, and after the date of the Pricing Agreement relating to such
Securities and prior to the Time of Delivery for such Securities the Company
will not make any further amendment or any supplement to the Registration
Statement or Prospectus as amended or supplemented without first having
furnished you with a copy of the proposed form thereof and given you a
reasonable opportunity to review the same; to advise you promptly of any such
amendment or supplement after such Time of Delivery and to furnish you with
copies thereof for so long as the delivery of a prospectus is required in
connection with the offering or sale of such Securities; and during such same
period to advise you, promptly after it receives notice thereof, of the time
when the Registration Statement, or any amendment thereto, or any amended
Registration Statement has become effective or any supplement to the Prospectus
or any amended Prospectus has been filed, of the issuance by the Commission of
any stop order or of any order preventing or suspending the use of any
Prospectus, or the suspension of the qualification of such Securities for
offering or sale in any jurisdiction, or the initiation or threatening of any
proceeding for any such purpose, or of any request by the Commission for the
amending or supplementing of the Registration Statement or Prospectus or for
additional information; and in the event of the issuance of any such stop order
or of any such order preventing or suspending the use of any such Prospectus or
suspending any such qualification, to use promptly its best efforts to obtain
its withdrawal;
(b) Promptly from time to time to take such action as you may
reasonably request to qualify the Securities for offering and sale under the
securities laws of such jurisdictions as you may request and to comply with such
laws so as to permit the continuance of sales and dealings therein in such
jurisdictions for as long as may be necessary to complete the distribution of
such Securities, provided, that in connection therewith the Company shall not be
required to qualify as a foreign corporation or to file a general consent to
service of process in any jurisdiction;
(c) To furnish the Underwriters with copies of the Prospectus as
amended or supplemented in such quantities as you may from time to time
reasonably request and if at any time the delivery of a prospectus is required
by law in connection with the offering or sale of such Securities and if at such
time any event shall have occurred as a result of which the Prospectus as
amended or supplemented would include an untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made when such
Prospectus is delivered, not misleading, or, if for any other reason it shall be
necessary during such same period to amend or supplement the Prospectus in order
to comply with the Act, to notify you and to prepare and
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furnish without charge to each Underwriter and to any dealer in securities as
many copies as you may from time to time reasonably request of an amended
Prospectus or a supplement to the Prospectus which will correct such statement
or omission or effect such compliance and in case any Underwriter is required to
deliver a prospectus in connection with sales of any Securities at any time nine
months or more after the effective date of the Registration Statement, upon your
request but at the expense of such Underwriter, to prepare and deliver to such
Underwriter as many copies as you may request of an amended or supplemented
Prospectus complying with Section 10(a)(3) of the Act;
(d) To cause the Trust to make generally available to holders of the
Securities, in accordance with Rule 158 under the Act or otherwise, as soon as
practicable, but in any event not later than forty-five days after the end of
the fourth full fiscal quarter (ninety days in the case of the last fiscal
quarter in any fiscal year) following the fiscal quarter ending after the
effective date of the Registration Statement, an earning statement of the Trust
(which need not be audited) complying with Section 11(a) of the Act and covering
a period of at least twelve consecutive months beginning after the effective
date of such Registration Statement;
(e) To pay or cause to be paid all expenses incident to the performance
of its obligations hereunder, including the cost of all qualifications of the
Securities under state securities laws (including reasonable fees of counsel to
the Underwriters in connection with such qualifications and in connection with
legal investment surveys) and the cost of printing this Agreement and any blue
sky and legal investment memoranda.
The Company and Sears agree with each of the Underwriters during the period
beginning from the date of the Pricing Agreement and continuing to and including
the earlier of (i) the termination of trading restrictions on the Designated
Securities, of which termination you agree to give the Company prompt notice
confirmed in writing, and (ii) the Time of Delivery, not to offer, sell,
contract to sell or otherwise dispose of any securities of the Company or any
other subsidiary of Sears, or any other trust for which the Company or any other
subsidiary of Sears is depositor, which represent participation interests in
receivables arising under open end credit plans offered by Sears, without your
prior written consent, which consent shall not be unreasonably withheld.
7. The obligations of the several Underwriters hereunder and under the
Pricing Agreement relating to Designated Securities shall be subject, in their
discretion, to the condition that all representations and warranties and other
statements of the Company herein are, at and as of the Time of Delivery for such
Designated Securities, true and correct, the condition that the Company shall
have performed all of its obligations hereunder theretofore to be performed, and
the following additional conditions:
(a) No stop order suspending the effectiveness of the Registration
Statement or any part thereof shall have been issued and no proceeding for that
purpose shall have been initiated or threatened by the Commission; and all
requests for additional information on the part of the Commission shall have
been complied with to your reasonable satisfaction;
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(b) All corporate proceedings and related matters in connection with
the organization of the Company, the validity of the Bank Assignment Agreement,
the Purchase Agreement, the Contribution Agreement, the Receivables Warehouse
Agreement, the Assignment of Additional Funds, the Pooling and Servicing
Agreement and the Series Supplement and the registration, authorization, issue,
sale and delivery of the Designated Securities shall have been satisfactory to
counsel to the Underwriters, and such counsel shall have been furnished with
such papers and information as they may reasonably have requested to enable them
to pass upon the matters referred to in this subdivision (b);
(c) Counsel to the Company shall have furnished to you such counsel's
written opinion, dated the Time of Delivery, in form and substance satisfactory
to you in your reasonable judgment, to the effect that:
(i) The Company and Sears have been duly incorporated and are
validly existing as corporations in good standing under the laws of their
respective states of incorporation;
(ii) This Agreement and the Pricing Agreement have been duly
authorized, executed and delivered on the part of the Company and Sears;
(iii) The issue and sale of the Designated Securities and the
compliance by the Company with all of the provisions of the Designated
Securities, this Agreement, the Pricing Agreement, the Purchase Agreement,
the Contribution Agreement, the Receivables Warehouse Agreement, the
Assignment of Additional Funds, the Pooling and Servicing Agreement and the
Series Supplement will not (a) conflict with or result in any breach which
would constitute a material default under, or, except as contemplated by
the Pooling and Servicing Agreement or the Series Supplement, result in the
creation or imposition of any lien, charge or encumbrance upon any of the
property or assets of the Company, material to the Company, pursuant to the
terms of, any indenture, loan agreement or other agreement or instrument
for borrowed money known to such counsel to which the Company is a party or
by which the Company may be bound or to which any of the property or assets
of the Company, material to the Company, is subject, (b) result in any
violation of the provisions of the Certificate of Incorporation, as
amended, or the By-Laws of the Company, or (c) to the best knowledge of
such counsel, result in any material violation of any statute or any order,
rule or regulation applicable to the Company of any court or any Federal,
State or other regulatory authority or other governmental body having
jurisdiction over the Company, other than the Act, the Exchange Act, the
Trust Indenture Act and the Investment Company Act and the rules and
regulations under each such act and other than the securities laws of the
various states or other jurisdictions which are applicable to the issue and
sale of the Securities and other than state laws pertaining to the
perfection of security interests;
(iv) To the best knowledge of such counsel, no consent, approval,
authorization or other order of, or filing with, any court or any Federal,
State or other regulatory authority or other governmental body having
jurisdiction over Sears or the Company is required for the consummation by
Sears and the Company, as applicable,
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of the transactions contemplated by the Bank Assignment Agreement, the
Purchase Agreement, the Contribution Agreement, the Assignment of
Additional Funds and the Receivables Warehouse Agreement or for the issue
and sale of the Securities except as may be required under the Act, the
Exchange Act, the Trust Indenture Act and the Investment Company Act and
securities laws of the various states or other jurisdictions which are
applicable to the issue and sale of the Securities and except for the
filing of any financing or continuation statement required to perfect the
respective interests of the Trust, the Company and Sears in the
Receivables;
(v) The compliance by Sears with all of the provisions of this
Agreement, the Bank Assignment Agreement, the Purchase Agreement, the
Contribution Agreement, the Receivables Warehouse Agreement, the Pooling
and Servicing Agreement and the Series Supplement will not (a) conflict
with or result in any breach which would constitute a material default
under, or, except as contemplated by the Bank Assignment Agreement, the
Pooling and Servicing Agreement, the Series Supplement, the Purchase
Agreement, the Contribution Agreement or the Receivables Warehouse
Agreement result in the creation or imposition of any lien, charge or
encumbrance upon any of the property or assets of Sears or any subsidiary
thereof, material to Sears and its subsidiaries (whether or not
consolidated) considered as a whole, pursuant to the terms of, any
indenture, loan agreement or other agreement or instrument for borrowed
money known to such counsel to which Sears or any Designated Subsidiary is
a party or by which Sears or any Designated Subsidiary may be bound or to
which any of the property or assets of Sears or any Designated Subsidiary,
material to Sears and its subsidiaries (whether or not consolidated)
considered as a whole, is subject, (b) result in any violation of the
provisions of the Restated Certificate of Incorporation or the By-Laws of
Sears, or (c) to the best knowledge of such counsel, result in any material
violation of any statute or any order, rule or regulation applicable to
Sears of any court or any Federal, State or other regulatory authority or
other governmental body having jurisdiction over Sears, other than the Act,
the Exchange Act, the Trust Indenture Act and the Investment Company Act
and the rules and regulations under each such act and other than the
securities laws of the various states or other jurisdictions which are
applicable to the issue and sale of the Securities and other than state
laws pertaining to the perfection of security interests;
(vi) Each of the Pooling and Servicing Agreement, the Series
Supplement, the Purchase Agreement, the Contribution Agreement and the
Receivables Warehouse Agreement has been duly authorized, executed and
delivered on the part of the Company and Sears and, as to each of the
Company and Sears, is a valid and binding instrument enforceable in
accordance with its terms except as the foregoing may be limited by
bankruptcy, 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; the Pooling and Servicing Agreement is not
required to be qualified under the Trust Indenture Act; the Trust is not
required to be registered under the Investment Company Act; and the
Securities have been duly authorized and (assuming their due authentication
by the Trustee) have been
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duly executed, issued and delivered and constitute valid and binding
obligations of the Trust in accordance with their terms, entitled to the
benefits of the Pooling and Servicing Agreement and the Series Supplement,
except as the foregoing may be limited by bankruptcy, 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;
(vii) The Bank Assignment Agreement has been duly authorized,
executed and delivered by Sears and, as to Sears, is a valid and binding
instrument enforceable in accordance with its terms, except as the
foregoing may be limited by bankruptcy, 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;
(viii) The Assignment of Additional Funds has been duly authorized,
executed and delivered by the Company and, as to the Company, is a valid
and binding instrument enforceable in accordance with its terms, except as
the foregoing may be limited by bankruptcy, 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;
(ix) Such counsel does not know of any pending legal or
governmental proceedings required to be described in the Prospectus which
are not described as required;
(x) The documents incorporated by reference in the Prospectus
as amended or supplemented (other than financial, statistical and
accounting data therein, as to which such counsel need express no opinion),
when they became effective or were filed with the Commission, as the case
may be, complied as to form in all material respects with the requirements
of the Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder;
(xi) The Registration Statement and the Prospectus as amended or
supplemented (excluding the documents incorporated by reference therein)
(other than financial, statistical and accounting data therein as to which
such counsel need express no opinion) comply as to form in all material
respects with the requirements of the Act and the rules and regulations
thereunder; and
(xii) Such counsel does not know of any contract or other document
to which the Company or Sears is a party required to be filed as an exhibit
to the Registration Statement or required to be incorporated in the
Prospectus as amended or supplemented or required to be described in the
Prospectus as amended or supplemented which has not been so filed or
described.
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In rendering such opinion, such counsel may rely to the extent such
counsel deems appropriate upon certificates of officers or other executives of
the Company or Sears, its business groups and its subsidiaries and of public
officials as to factual matters and upon opinions of other counsel. Such counsel
shall also state that: (a) nothing has come to such counsel's attention which
has caused such counsel to believe that any of the documents referred to in
subdivision (ix) above (other than financial, statistical and accounting data
therein, as to which such counsel need express no belief), in each case after
excluding any statement in any such document which does not constitute part of
the Registration Statement or the Prospectus as amended or supplemented pursuant
to Rule 412 of Regulation C under the Act and after substituting therefor any
statement modifying or superseding such excluded statement, when they became
effective or were filed, as the case may be, contained, in the case of documents
which became effective under the Act, an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, and, in the case of documents which
were filed under the Exchange Act with the Commission, an untrue statement of a
material fact or omitted to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, and (b) nothing has come to such counsel's attention which
has caused such counsel to believe that the Registration Statement or the
Prospectus as amended or supplemented (other than financial, statistical and
accounting data therein, as to which such counsel need express no belief)
contains an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading;
(d) Counsel to the Bank shall have furnished to you such counsel's
written opinion, dated the Time of Delivery, in form and substance satisfactory
to you in your reasonable judgment, to the effect that:
(i) The Bank has been duly incorporated and is validly existing
as a national banking association in good standing under the laws of the
United States of America;
(ii) The compliance by the Bank with all of the provisions of the
Bank Assignment Agreement will not (a) conflict with or result in any
breach which would constitute a material default, or except for that
created by the Bank Assignment Agreement, result in the creation or
imposition of any lien, charge or encumbrance upon any of the property or
assets of the Bank, material to the Bank, pursuant to the terms of, any
indenture, loan agreement or other agreement or instrument for borrowed
money known to such counsel to which the Bank is a party, or by which the
Bank may be bound, or to which any of the property or assets of the Bank,
material to the Bank, is subject, (b) result in any violation of the
provisions of the Articles of Association or the By-Laws of the Bank, or
(c) to the best knowledge of such counsel, result in any material violation
of any statute or any order, rule or regulation applicable to the Bank of
any court or any Federal, State or other regulatory authority or other
governmental body having jurisdiction over the Bank;
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(iii) To the best knowledge of such counsel, no consent, approval,
authorization or other order of, or filing with, any court or any Federal,
State or other regulatory authority or other governmental body having
jurisdiction over the Bank, which has not already been made or obtained, is
required for the consummation of the transactions contemplated by the Bank
Assignment Agreement, except for the filing of any financing or
continuation statement required to perfect the interest of Sears in the
Receivables; and
(iv) The Bank Assignment Agreement has been duly authorized,
executed and delivered on the part of the Bank and, as to the Bank, is a
valid and binding instrument enforceable in accordance with its terms,
except as the foregoing may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws now or hereafter in effect
relating to creditors' rights generally, general principles of equity
(whether considered in a proceeding at law or in equity), or the discretion
of the court before which any proceeding therefor may be brought.
In rendering such opinion, such counsel may rely to the extent such
counsel deems appropriate upon certificates of officers or other executives of
the Company or Sears, its business groups and its subsidiaries and of public
officials as to factual matters and upon opinions of other counsel.
(e) At the Time of Delivery for such Designated Securities, Deloitte &
Touche LLP shall have furnished to you a letter or letters, dated the respective
date of delivery thereof, in form and substance satisfactory to you as to such
matters as you may reasonably request;
(f) (i) Sears and its subsidiaries (whether or not consolidated)
considered as a whole, shall not have sustained, since the date of the latest
audited financial statement previously delivered to you, any material loss or
interference with its business from fire, explosion, flood or other calamity,
whether or not covered by insurance, or from any labor dispute or court or
governmental action, order or decree and (ii) since the date of the Pricing
Agreement there shall not have been any material change in the capital stock
accounts or long-term debt of Sears or any material adverse change in the
general affairs, financial position, shareholders' equity or results of
operations of Sears and its subsidiaries (whether or not consolidated)
considered as a whole, the effect of which in any such case described in clause
(i) or (ii), in your judgment makes it impracticable or inadvisable to proceed
with the public offering or the delivery of the Designated Securities on the
terms and in the manner contemplated in the Prospectus as amended or
supplemented;
(g) Subsequent to the date of the Pricing Agreement relating to such
Designated Securities, no downgrading shall have occurred in the rating accorded
to Sears senior debt securities by ▇▇▇▇▇'▇ Investors Service, Inc. ("Moody's")
or Standard & Poor's Ratings Services ("Standard & Poor's"); provided, however,
that this subdivision (g) shall not apply to any such rating agencies which
shall have notified you of the rating of the Designated Securities prior to the
execution of the Pricing Agreement;
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(h) Subsequent to the date of the Pricing Agreement relating to such
Designated Securities neither (i) the United States shall have become engaged in
the outbreak or escalation of hostilities involving the United States or there
has been a declaration by the United States of a national emergency or a
declaration of war, (ii) a banking moratorium shall have been declared by either
Federal or New York State authorities, nor (iii) trading in securities generally
on the New York Stock Exchange shall have been suspended or limited or minimum
prices shall have been established by such Exchange, any of which events, in
your judgment, renders it inadvisable to proceed with the public offering or the
delivery of the Designated Securities;
(i) At or prior to the Time of Delivery, the Certificates shall be
assigned the ratings by Moody's and Standard & Poor's set forth in the Pricing
Agreement;
(j) The Company shall have furnished or caused to be furnished to you
at the Time of Delivery for the Designated Securities certificates satisfactory
to you as to the accuracy at and as of such Time of Delivery of the
representations, warranties and agreements of the Company herein and as to the
performance by the Company of all its obligations hereunder to be performed at
or prior to such Time of Delivery and the Company shall have also furnished you
similar certificates satisfactory to you as to the matters set forth in
subdivision (a) of this Section 7; and
(k) Counsel to the Company shall have furnished to the Underwriters a
letter stating that the Underwriters may rely on the opinions of such counsel to
the Company as delivered to Moody's and Standard & Poor's in connection with the
rating of the Securities.
8. (a) The Company and Sears will jointly and severally indemnify and hold
harmless each Underwriter against any losses, claims, damages or liabilities,
joint or several, to which such Underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in any Preliminary Prospectus, the
Registration Statement, any prospectus relating to the Securities or the
Prospectus as amended or supplemented, or any amendment or supplement thereto
furnished by the Company, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or (in the case of the Registration Statement or the Prospectus as amended or
supplemented, or any amendment or supplement thereto) necessary to make the
statements therein not misleading or (in the case of any Preliminary Prospectus)
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; and will reimburse each Underwriter
for any legal or other expenses reasonably incurred by such Underwriter in
connection with investigating or defending any such action or claim; provided,
however, that neither the Company nor Sears shall be liable in any such case to
the extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in any Preliminary Prospectus, the Registration Statement,
the Prospectus or the Prospectus as amended or supplemented or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by any Underwriter of Designated Securities
through you expressly for use in the Prospectus as amended or supplemented
relating to such Securities; and provided, further, that neither the Company nor
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Sears shall be liable to any Underwriter or any person controlling such
Underwriter under the indemnity agreement in this subdivision (a) with respect
to the Preliminary Prospectus or the Prospectus or the Prospectus as amended or
supplemented, as the case may be, to the extent that any such loss, claim,
damage or liability of such Underwriter or controlling person results solely
from the fact that such Underwriter sold Designated Securities to a person to
whom there was not sent or given, at or prior to the written confirmation of
such sale, a copy of the Prospectus (excluding documents incorporated by
reference) or of the Prospectus as then amended or supplemented (excluding
documents incorporated by reference) if the Company has previously furnished
copies thereof to such Underwriter.
(b) Each Underwriter will indemnify and hold harmless the Company and
Sears against any losses, claims, damages or liabilities to which the Company or
Sears may become subject, under the Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon an untrue statement or alleged untrue statement of a material
fact contained in any Preliminary Prospectus, the Registration Statement, the
Prospectus, or the Prospectus as amended or supplemented, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or (in
the case of the Registration Statement or the Prospectus or the Prospectus as
amended or supplemented, or any amendment or supplement thereto) necessary to
make the statements therein not misleading or (in the case of any Preliminary
Prospectus) necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in any Preliminary
Prospectus, the Registration Statement, the Prospectus, or the Prospectus as
amended or supplemented, or any such amendment or supplement in reliance upon
and in conformity with written information furnished to the Company by such
Underwriter through you expressly for use therein; and will reimburse the
Company for any legal or other expenses reasonably incurred by the Company in
connection with investigating or defending any such action or claim.
(c) Within a reasonable period after receipt by an indemnified party
under subdivision (a) or (b) above of notice of the commencement of any action
with respect to which indemnification is sought under such subdivision or
contribution may be sought under subdivision (d) below, such indemnified party
shall notify the indemnifying party in writing of the commencement thereof. In
case any such action shall be brought against any indemnified party, the
indemnifying party shall be entitled to participate in, and, to the extent that
it shall wish, jointly with any other indemnifying party similarly notified, to
assume the defense thereof, with counsel satisfactory to such indemnified party,
and after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party for any legal or other expenses subsequently
incurred by such indemnified party in connection with the defense thereof other
than reasonable costs of investigation.
(d) If the indemnification provided for in this Section 8 is
unavailable to an indemnified party under subdivision (a) or (b) above in
respect of any losses, claims, damages or liabilities (or actions in respect
thereof) referred to therein, then each indemnifying
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party shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages or liabilities (or actions in
respect thereof) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Underwriters of the
Designated Securities on the other from the offering of the Designated
Securities to which such loss, claim, damage or liability (or actions in respect
thereof) relates and also the relative fault of the Company on the one hand and
the Underwriters of the Designated Securities on the other in connection with
the statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and such Underwriters on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering of such securities
(before deducting expenses) received by the Company bear to the total
underwriting discounts and commissions received by the Underwriters, in each
case as set forth on the cover page of the Prospectus as amended or
supplemented. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company on the one hand or the Underwriters on the
other and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission of the Company on
the one hand or the Underwriters, directly or through you, on the other hand.
With respect to any Underwriter, such relative fault shall also be determined by
reference to the extent (if any) to which such losses, claims, damages or
liabilities (or actions in respect thereof) with respect to any Preliminary
Prospectus result from the fact that such Underwriter sold Designated Securities
to a person to whom there was not sent or given, at or prior to the written
confirmation of such sale, a copy of the Prospectus (excluding documents
incorporated by reference) or of the Prospectus as then amended or supplemented
(excluding documents incorporated by reference) if the Company has previously
furnished copies thereof to such Underwriter. The Company, Sears and the
Underwriters agree that it would not be just and equitable if contribution
pursuant to this subdivision (d) were determined by per capita allocation among
the indemnifying parties (even if the Underwriters were treated as one entity
for such purpose) or by any other method of allocation which does not take
account of the equitable considerations referred to above in this subdivision
(d). The amount paid or payable by an indemnified party as a result of the
losses, claims, damages or liabilities (or actions in respect thereof) referred
to above in this subdivision (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this subdivision (d), no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
the applicable Designated Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The obligations of the Underwriters in this
subdivision (d) to contribute are several in proportion to their respective
underwriting obligations and not joint.
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(e) The obligations of the Company and Sears under this Section 8 shall
be in addition to any liability which the Company and Sears may otherwise have
and shall extend, upon the same terms and conditions, to each person, if any,
who controls any Underwriter within the meaning of the Act; and the obligations
of the Underwriters under this Section 8 shall be in addition to any liability
which the respective Underwriters may otherwise have and shall extend, upon the
same terms and conditions, to each officer and director of the Company and to
each person, if any, who controls the Company within the meaning of the Act.
9. (a) If any Underwriter shall default in its obligation to purchase the
Designated Securities which it has agreed to purchase hereunder and under the
Pricing Agreement relating to such Designated Securities, you may in your
discretion arrange for yourselves or another party or other parties to purchase
such Designated Securities on the terms contained herein. If within thirty-six
hours after such default by any Underwriter you do not arrange for the purchase
of such Designated Securities, then the Company shall be entitled to a further
period of thirty-six hours within which to procure another party or other
parties to purchase such Designated Securities on such terms. In the event that,
within the respective prescribed periods, you notify the Company that you have
so arranged for the purchase of such Designated Securities, or the Company
notifies you that it has so arranged for the purchase of such Designated
Securities, you or the Company shall have the right to postpone the Time of
Delivery for such Designated Securities for a period of not more than seven
days, in order to effect whatever changes may thereby be made necessary in the
Registration Statement or the Prospectus as amended or supplemented, or in any
other documents or arrangements, and the Company agrees to file promptly any
amendments or supplements to the Registration Statement or the Prospectus which
may thereby be made necessary. The term "Underwriter" as used in this Agreement
shall include any person substituted under this Section with like effect as if
such person had originally been a party to this Agreement with respect to such
Designated Securities.
(b) If, after giving effect to any arrangements for the purchase of the
Designated Securities of a defaulting Underwriter or Underwriters by you and the
Company as provided in subdivision (a) above, the aggregate principal amount of
such Designated Securities which remains unpurchased does not exceed
one-eleventh of the aggregate principal amount of the Designated Securities,
then the Company shall have the right to require each non-defaulting Underwriter
to purchase the principal amount of Securities which such Underwriter agreed to
purchase hereunder and under the Pricing Agreement relating to such Designated
Securities and, in addition, to require each non-defaulting Underwriter to
purchase its pro rata share (based on the principal amount of the Designated
Securities which such Underwriter agreed to purchase hereunder and under such
Pricing Agreement) of the Designated Securities of such defaulting Underwriter
or Underwriters for which such arrangements have not been made; but nothing
herein shall relieve a defaulting Underwriter from liability for its default.
(c) If, after giving effect to any arrangements for the purchase of the
Designated Securities of a defaulting Underwriter or Underwriters by you and the
Company as provided in subdivision (a) above, the aggregate principal amount of
Designated Securities which remains unpurchased exceeds one-eleventh of the
aggregate principal amount of the Designated Securities, as referred to in
subdivision (b) above, or if the Company shall not exercise the right described
in subdivision (b) above to require non-defaulting Underwriters to
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purchase Designated Securities of a defaulting Underwriter or Underwriters, then
the Pricing Agreement relating to such Designated Securities shall thereupon
terminate, without liability on the part of any non-defaulting Underwriter or
the Company, except for the expenses to be borne by the Company and the
Underwriters as provided in Section 6(e) hereof and the indemnity and
contribution agreements in Section 8 hereof; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.
10. The respective indemnities, agreements, representations, warranties and
other statements of the Company, Sears and the several Underwriters, as set
forth in this Agreement or made by or on behalf of them, respectively, pursuant
to this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Securities.
Anything herein to the contrary notwithstanding, the indemnity agreement of
the Company and Sears in subdivisions (a) and (e) of Section 8 hereof, the
representations and warranties in subdivisions (b) and (c) of Section 2 hereof
and any representation or warranty as to the accuracy of the Registration
Statement or the Prospectus as amended or supplemented contained in any
certificate furnished by the Company pursuant to subdivision (i) of Section 7
hereof, insofar as they may constitute a basis for indemnification for
liabilities (other than payment by the Company and Sears of expenses incurred or
paid in the successful defense of any action, suit or proceeding) arising under
the Act, shall not extend to the extent of any interest therein of an
Underwriter or a controlling person of an Underwriter if a director, officer or
controlling person of the Company when the Registration Statement becomes
effective or a person who, with his consent, is named in the Registration
Statement as being about to become a director of the Company, is a controlling
person of such Underwriter, except in each case to the extent that an interest
of such character shall have been determined by a court of appropriate
jurisdiction as not against public policy as expressed in the Act. Unless in the
opinion of counsel for the Company and Sears the matter has been settled by
controlling precedent, the Company and Sears will, if a claim for such
indemnification is asserted, submit to a court of appropriate jurisdiction the
question whether such interest is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
11. If any Pricing Agreement shall be terminated pursuant to
Section 9 hereof, the Company shall not then be under any liability to any
Underwriter with respect to the Designated Securities covered by such Pricing
Agreement except as provided in Section 6(e) and Section 8 hereof; but, if for
any other reason any Designated Securities are not delivered by or on behalf of
the Company as provided herein, the Company and Sears will reimburse the
Underwriters through you for all out-of-pocket expenses approved in writing by
you, including fees and disbursements of counsel, reasonably incurred by the
Underwriters in making preparations for the purchase, sale and delivery of such
Designated Securities, but neither the Company nor Sears shall then be under any
further liability to any Underwriter with respect to such Designated Securities
except as provided in Section 6(e) and Section 8 hereof.
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12. In all dealings hereunder, you shall act on behalf of each of the
underwriters of Designated Securities, and the parties hereto shall be entitled
to act and rely upon any statement, request, notice or agreement on behalf of
any Underwriter made or given by you.
All statements, requests, notices and agreements hereunder shall be in
writing or by telegram or facsimile transmission if promptly confirmed in
writing and if to the Underwriters shall be sufficient in all respects, if
delivered or sent by registered mail to the representative of the Underwriters
named in the Pricing Agreement at the address named therein; and if to the
Company or Sears shall be sufficient in all respects if delivered or sent by
registered mail to the Company at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: Secretary.
13. This Agreement and each Pricing Agreement shall be binding upon, and
inure solely to the benefit of, the Underwriters, Sears, the Company and, to the
extent provided in Section 8 and Section 10 hereof, the officers and directors
of the Company and each person who controls the Company or any Underwriter, and
their respective heirs, executors, administrators, successors and assigns, and
no other person shall acquire or have any right under or by virtue of this
Agreement or any such Pricing Agreement. No purchaser of any of the Securities
from any Underwriter shall be deemed a successor or assign by reason merely of
such purchase.
14. Time shall be of the essence of this Agreement and each Pricing
Agreement.
15. This Agreement and each Pricing Agreement shall be construed in
accordance with the laws of the State of New York. In the event of any conflict
between this Agreement and the Pricing Agreement, the Pricing Agreement shall
govern.
16. This Agreement and each Pricing Agreement may be executed by any one or
more of the parties hereto and thereto in any number of counterparts, each of
which shall be deemed to be an original, but all such respective counterparts
shall together constitute one and the same instrument.
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If the foregoing is in accordance with your understanding, please sign and
return ten counterparts hereof and upon the acceptance hereof by you, on behalf
of each of the Underwriters, this letter and such acceptance hereof shall
constitute a binding agreement between each of the Underwriters and the Company.
Very truly yours,
SRFG, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
SEARS, ▇▇▇▇▇▇▇ AND CO.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Accepted as of the date hereof:
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇
& ▇▇▇▇▇ Incorporated
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------------
Authorized Signatory
As Representative of the several Underwriters
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SEARS CREDIT ACCOUNT MASTER TRUST II
MASTER TRUST CERTIFICATES
PRICING AGREEMENT
Dated: _____________, 19__
To: SRFG, Inc., as Seller under the Pooling and Servicing Agreement dated
as of July 31, 1994, as amended.
Re: Underwriting Agreement dated _____________, 19__
Title: Sears Credit Account Master Trust II, $______________ _______
Class ____, Master Trust Certificates, Series ____.
Initial Principal Amount of Certificates: $_______________ [State by Class if
more than one Class]
Class A Expected Final Payment Date: __________________
Class B Expected Final Payment Date: __________________
Series and Class Designation Schedule: [insert relevant description of Series
and Classes of Certificates]
Series Cut-Off Date: The last day of the Due Period ending in ________________
Certificate Rating: [" " by ▇▇▇▇▇'▇ Investors Service, Inc.] [" " by
Standard and Poor's Ratings Services] [State by Class if more than one Class]
Aggregate outstanding balance of Principal Receivables as of the last day of
the Due Period ending in _________________.
Date of Series Supplement: ____________, 199_.
Certificate Rate: ____% per annum. [State by Class if more than one Class]
Terms of Sale: The purchase price for the Designated Securities to the
Underwriter[s] will be ____% of the aggregate principal amount of the
Certificates as of __________, 19__, plus accrued interest at the Certificate
Rate from ____________, 19__. [State by Class if more than one Class.]
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Initial Public Offering Price: The initial public offering price for the
Designated Securities will be ___% of the aggregate principal amount of the
Certificates as of ___________, 199_, plus accrued interest at the Certificate
Rate from _______________, 199_ [State by Class if more than one Class.]
Closing Location: [▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Sears Tower, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇]
Time of Delivery: __:__ A.M., New York Time, on ___________, 19__, or at such
other time as may be agreed upon in writing.
Address of Representative of the Underwriters for notices:
Notwithstanding anything in the Agreement or in this Pricing Agreement to
the Contrary, the Agreement and this Pricing Agreement constitute the entire
agreement and understanding among the parties hereto with respect to the
purchase and sale of the Series ____-_ Certificates. This Pricing Agreement may
be amended only by written agreement of the parties hereto.
The Underwriters [named in Schedule 1 hereto agree, severally and not
jointly], subject to the terms and provisions of the Agreement, which is
incorporated by reference herein and made a part hereof, to purchase the
principal amount of Designated Securities [set forth opposite their names in
Schedule 1].
Very truly yours,
[UNDERWRITERS]
By:
By:
----------------------------------------
On behalf of each of the Underwriters
Accepted:
SRFG, INC.
By:
-----------------------------
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SCHEDULE 1
Principal Principal
Amount of Amount of
Class _ Class _
Certificates Certificates
to be to be
Underwriter Purchased Purchased
----------- --------- ---------
. . . . . . . . . . . . . . . . $ $
. . . . . . . . . . . . . . . . $ $
. . . . . . . . . . . . . . . . $ $
. . . . . . . . . . . . . . . . $ $
Total $ $
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