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 TERM SHEET
Date of Series Term Sheet _____________
Group One.
Series Initial Investor Interest $___________.
Class Initial Investor Interest
of each Class of Investor Certificates Class A - $ ___________.
Class B - $ ___________.
Class C - $ ___________.
Type of Structure Bullet Maturity (Class A and Class
B). Controlled Amortizing Structure
(Class C).
Certificate Rates Class A - LIBOR plus ____% per annum
calculated on the basis of the
actual number of days elapsed and a
360-day year.
Class B - LIBOR plus ____% per annum
calculated on the basis of the
actual number of days elapsed and a
360-day year.
Class C - Initially, 0%; provided,
however, that the Seller may
increase the Certificate Rate
pursuant to Section 22.
LIBOR Determination Date The second LIBOR Business Day
immediately preceding the
commencement of an Interest Accrual
Period.
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.]
Class Coupon Floor 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
Eligible for Series Reserve Fund [Yes.]
Series Reserve Fund Available Amount Initially [zero], but may be
increased pursuant to Section 7.
Date from which Interest for First
Interest Payment Date Shall Accrue Series Closing Date.
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 ________.
Principal Payment Date For the Class C Certificates only,
the 15th day of each month (or, if
such day is not a Business Day, the
next succeeding Business Day),
commencing in ___________, and each
date on which the Class C Permitted
Controlled Amortization Amount is
greater than zero.
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
Accumulation Commencement Date or
(ii) the Rapid Amortization
Commencement Date.
Accumulation Commencement Date ____________ (or such later date as
the Servicer may elect in accordance
with Section 19).
Controlled Accumulation Period Unless a Rapid Amortization Event
shall have occurred prior thereto,
the period commencing on the
Accumulation Commencement Date and
ending on the earliest to occur of
(x) the payment in full of the
Series Invested Amount, (y) the
Rapid Amortization Commencement
Date, and (z) the Series Termination
Date.
Class A Controlled Accumulation Amount For each Distribution Date of the
Controlled Accumulation Period (A)
through the Class A Expected Final
Payment Date, the sum of (x) (i)
$_____________, if the Servicer has
not elected to delay commencement of
the Controlled Accumulation Period,
or (ii) if the Servicer elects to
delay commencement of the Controlled
Accumulation Period in accordance
with Section 19, the amount
designated as the Class A Controlled
Accumulation Amount for the
applicable Distribution Date in the
Servicer's notice of its election
and (y) the Class A Controlled
Accumulation Amount Shortfall and
(B) after the Class A Expected Final
Payment Date, if the Class A
Invested Amount has not been reduced
to zero, the Class A Controlled
Accumulation Amount Shortfall.
Class B Controlled Accumulation Amount During the Controlled Accumulation
Period, (A) (i) on the Class B
Expected Final Payment Date,
$__________ if the Servicer has not
elected to accelerate the
accumulation of Class B principal in
accordance with Section 19, or (ii)
if the Servicer elects to accelerate
accumulation of Class B principal in
accordance with Section 19, on each
Distribution Date of the Controlled
Accumulation Period, the sum of (x)
the amount designated as the Class B
Controlled Accumulation Amount for
the applicable Distribution Date in
the Servicer's notice of its
election and (y) the Class B
Controlled Accumulation Amount
Shortfall and (B) after the Class B
Expected Final Payment Date, if the
Class B Invested Amount has not been
reduced to zero, the Class B
Controlled Accumulation Amount
Shortfall.
Class C Controlled Accumulation Amount [Not applicable.]
Class A Controlled Amortization Amount [Not applicable.]
Class B Controlled Amortization Amount [Not applicable.]
Class C Controlled Amortization Amount For each of the Distribution Dates
in ___________ and ______________,
$__________.
Type of Credit Enhancement Class A - [Subordination.]
Class B - [Subordination.]
Class C - None.
Investor Servicing Fee Percentage [2.0]% per annum calculated on the
basis of a 360-day year of twelve
30-day months.
Series Monthly Servicing Fee
Additional Funds Portion Percentage [Not applicable.]
Amount of Additional Funds [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 Reallocations to and
from other Series in the Group [Yes.]
Eligible for Principal Collections
Reallocations to and from other
Series in the Group [Yes.]
Eligible for Principal Collections
Reallocations from the Seller [Yes.]
Paired Series [No.]
Subject to being part of a Paired
Series [Yes.]
Series Termination Date The business 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.
Series Pre-Funding Account [Not applicable.]
Series Pre-Funding Amount [Not applicable.]
Series Pre-Funding Deadline [Not applicable.]
Pre-Funding Special Reserve Account [Not applicable.]
Class A Early Termination Premium [Not applicable.]
Class B Early Termination Premium [Not applicable.]
Pre-Funding Special Reserve Required
Amount [Not applicable.]
Class A Investor Certificate Any one of the certificates executed
by the Seller and authenticated by
the Trustee, substantially in the
form of Exhibit A-1.
Class B Investor Certificate Any one of the certificates executed
by the Seller and authenticated by
the Trustee, substantially in the
form of Exhibit A-2.
Class C Investor Certificate Any one of the certificates executed
by the Seller and authenticated by
the Trustee, substantially in the
form of Exhibit A-3.
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have caused
this Series Supplement to be duly executed by their respective officers as of
the day and year first above written.
SRFG, INC.
as Seller
By:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President and Chief Executive Officer
SEARS, ▇▇▇▇▇▇▇ AND CO.
as Servicer
By:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President and Treasurer
BANK ONE, NATIONAL ASSOCIATION
as Trustee
By:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Vice President
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:
"Accumulation Commencement Date" shall have the meaning set forth in the
Series Term Sheet.
"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.
"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 amount of the Class Coupon Floor
Payment, if any, divided by 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)(16) less amounts
previously deposited with respect to the Class A Early Termination Premium
Shortfall pursuant to Section 8(b)(44), 8(c)(13) 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)(17) less amounts previously deposited with respect to the Class B
Early Termination Premium Shortfall pursuant to Section 8(b)(45), 8(c)(14) or
8(c)(44). The Class B Early Termination Premium Shortfall initially shall be
zero.
"Class B Excess Funding Amount" means an amount equal to the product of
(i) the Excess Funding Amount (General) and (ii) a fraction (a) the numerator
of which is the Class B Investor Interest and (b) the denominator of which is
the Aggregate Investor Interest less the sum of the class investor interests
for all Seller Retained Classes of series issued before Series 2000-2.
"Class C Excess Funding Amount" means an amount equal to the product of
(i) the Excess Funding Amount (General) and (ii) a fraction (a) the numerator
of which is the Class C Investor Interest and (b) the denominator of which is
the Aggregate Investor Interest less the sum of the class investor interests
for all Seller Retained Classes of series issued before Series 2000-2.
"Class C Permitted Controlled Amortization Amount," if applicable, for
any Distribution Date, shall mean (i) during the Revolving Period, zero; (ii)
during the Controlled Amortization Period or the Controlled Accumulation
Period, as applicable, if the Seller has received written notice from the
Rating Agencies that payment of such amount will not result in a Ratings Event,
an amount equal to the lesser of (I) the sum of (a) the product of (x) a
fraction the numerator of which is the Class C Initial Investor Interest and
the denominator of which is the Class A Initial Investor Interest and (y) the
Class Controlled Amortization Amount or the Class Controlled Accumulation
Amount for such Distribution Date, as applicable, and (b) the Class C Permitted
Controlled Amortization Shortfall, if any, and (II) the positive difference, if
any, between the Class C Investor Interest and 3% of the Series Initial
Investor Interest (or such lower percentage as the Rating Agencies shall
permit); and (iii) during the Rapid Amortization Period, zero; provided,
however, that the Seller may elect, by written notice to the Trustee and the
Servicer no later than the last Business Day of the related Due Period, to
reduce the Class C Permitted Controlled Amortization Amount for any
Distribution Date to zero; and provided, further, 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.
"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 have the meaning set forth in the Series Term Sheet.
"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 (and for Class C, with respect to the Controlled Accumulation Period),
shall mean the sum of (i) the amount set forth in the Series Term Sheet with
respect to each Class of the Series established hereby (reduced for each such
Distribution Date pro-rata by the aggregate amount paid to such Class pursuant
to Section 9(a)(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 successor thereto.
"Class Coupon Cap Payment," if applicable, shall mean with respect to any
Interest Payment Date, (i) any payment required to be made on such Interest
Payment Date by the Coupon Cap Provider with respect to the Class Coupon Cap
Agreement and (ii) any termination payment made by the Coupon Cap Provider and
not used by the Servicer to obtain a replacement Class Coupon Cap Agreement.
"Class Coupon Floor," if applicable, shall mean the rate that is
specified as such in the Series Term Sheet and in the Class Coupon Floor
Agreement.
"Class Coupon Floor Agreement," if applicable, shall mean the interest
rate floor agreement, dated on or before the Series Closing Date, between the
Trustee, acting on behalf of the Trust, and the Coupon Floor Purchaser, or any
successor thereto.
"Class Coupon Floor 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 Trust with respect to the Class Coupon Floor Agreement.
"Class Coupon Floor Payment Shortfall," if applicable, for any
Distribution Date, shall mean the positive difference, if any, between (i) the
sum of the Class Coupon Floor Payments and (ii) the sum of (A) the Series
Finance Charge Collections allocable to each Coupon Floor Purchaser with
respect to each Class Coupon Floor Agreement and (B) Series Additional
Allocable Amounts allocable to each Coupon Floor Purchaser with respect to each
Class Coupon Floor Agreement, in each case for such Distribution Date.
"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.
"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;
provided, however, that Class Finance Charge Collections for each Class shall
be increased by the lesser of (i) the amount of the Class Investment Shortfall
for such Class and (ii) an amount equal to the product of (a) the total amount
of Finance Charge Collections otherwise allocable to the Seller for the related
Due Period and (b) a fraction the numerator of which is the Class Investment
Shortfall for such Class and the denominator of which is the sum of the Class
Investment Shortfalls for all Classes of all Series (including the Series
established hereby); and provided, further, that notwithstanding the foregoing,
Class Finance Charge Collections for each Class shall not, with respect to any
such day or Distribution Date during the Controlled Accumulation Period, exceed
the amount that would be available if the Class Percentage with respect thereto
were the percentage equivalent of a fraction the numerator of which is the
amount of the Class Investor Interest on the last day of the Due Period prior
to the commencement of the Controlled Accumulation Period, and the denominator
of which is 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 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 day or Distribution Date, 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 Investment Shortfall" with respect to each Class with respect to
any Distribution Date during the Controlled Accumulation Period, shall mean an
amount equal to the positive difference, if any, between (i) one-twelfth of
the product of (a) with respect to each Class, the Certificate Rate for the
related Interest Accrual Period, and (b) the amount on deposit in the Series
Principal Funding Account for the benefit of such Class as of the end of the
previous Distribution Date and (ii) the income from the investment of funds on
deposit in the Series Principal Funding Account for the related Due Period for
the benefit of such Class.
"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 difference between the
aggregate amount on deposit in the Series Principal Funding Account for the
benefit of such Class, and any portion of the amount on deposit in the Series
Principal Funding Account for the benefit of such Class that represents income
from the investments of funds on deposit in that account.
"Class Modified Required Amount" with respect to any Class on any
Distribution Date, shall mean the Class Required Amount for such Distribution
Date minus the sum of all accrued but unpaid Class Monthly Servicing Fees.
"Class Modified Required Amount Shortfall" with respect to any Class on
any Distribution Date, shall mean the positive difference, if any, between (i)
the Class Modified Required Amount and (ii) the sum of the (A) Series Finance
Charge Collections allocable to such Class and (B) Series Additional Allocable
Amounts allocable to such Class for such Distribution Date. The Class Modified
Required Amount Shortfall initially shall be zero.
"Class Monthly Deficiency Amount" with respect to any Class on any
Distribution Date, shall mean the amount set forth in Section 9. The Class
Monthly Deficiency Amount for each Class initially shall be zero.
"Class Monthly Servicing Fee" with respect to any Class for any
Distribution Date, shall mean an amount equal to the product of (x) a fraction
the numerator of which shall be the Class Investor Interest and the denominator
of which shall be the Series Investor Interest, in each case on the first day
of the related Due Period (or in the case of the first Distribution Date for
the Series established hereby, the Series Initial Investor Interest) and (y)
the amount of the Investor Servicing Fee for the related Due Period.
"Class Percentage" shall mean, with respect to any Class with respect to
any Distribution Date:
(a) when used with respect to the Charged-Off Amount, the
percentage equivalent of a fraction the numerator of which shall be the
amount of the Class Investor Interest minus the Supplemental Cash
allocable to such Class and the denominator of which shall be the greater
of (i) the amount of Principal Receivables in the Trust and (ii) the
Aggregate Investor Interest minus the sum of the (A) Excess Funding
Amount (General), (B) Excess Funding Amount (SRC) and (C) sum of the
series pre-funding amounts, if any, for all outstanding series, in each
case on the first day of the related Due Period; or
(b) when used with respect to Principal Collections prior to the
occurrence of a Rapid Amortization 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 Rapid Amortization 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 Due Period in which the Rapid Amortization Event
occurred, 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
(d) 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
(e) when used with respect to Finance Charge Collections during
the Rapid Amortization Period, on each Distribution Date beginning with
the Distribution Date related to the Due Period in which such Rapid
Amortization Event occurs, the percentage equivalent of a fraction the
numerator of which shall be the amount of the Class Investor Interest
minus the Supplemental Cash allocable to such Class on the last day of
the Due Period prior to the occurrence of a Rapid Amortization Event, and
the denominator of which shall be the greater of (i) the amount of
Principal Receivables in the Trust on the first day of the related Due
Period or (ii) the sum of the numerators used in calculating the
components of the series percentage with respect to Finance Charge
Collections for each series then outstanding (including the Series
established hereby) as of such Distribution Date.
"Class Principal Collections" shall mean, with respect to any Class with
respect to any day or any Distribution Date, an amount equal to the product of
(x) the Class Percentage with respect to Principal Collections for the related
Distribution Date and (y) the amount of Principal Collections for such day or
for the related Due Period, as applicable.
"Class Rapid Amortization Amount," if applicable, with respect to each
Class and any Distribution Date during the Rapid Amortization Period shall mean
the Class Investor Interest.
"Class Rapid Amortization Amount Shortfall," if applicable, with respect
to each Class and any Distribution Date during the Rapid Amortization Period
shall have the meaning set forth in Section 8(d)(46), 8(d)(47) or 8(d)(48).
"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. 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 19 hereof.
"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 any successor thereto.
"Coupon Floor Purchaser," if any, shall mean the entity listed as such in
the Class Coupon Floor Agreement, or any successor thereto.
"Credit Enhancement" shall have the meaning set forth in the Series Term
Sheet.
"Determination Date" for any month shall mean the second Business Day
preceding the Distribution Date for such month.
"Distribution Date" shall have the meaning set forth in the Series Term
Sheet.
"Drawing Date" shall mean the first Business Day preceding each
Distribution Date.
"Embedded Coupon Cap," if applicable, shall have the meaning set forth in
the Series Term Sheet with respect to any Class or Subclass.
"Excess Funding Amount (General)" for any Distribution Date shall mean
the amount on deposit in the Excess Funding Account (General) less investment
earnings.
"Excess Funding Amount (SRC)" for any Distribution Date shall mean the
amount on deposit in the Excess Funding Account (SRC) less investment earnings.
"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.
"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)(63) or 8(d)(54) 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)(61)
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)(52).
"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).
"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 Series Distribution Account, the Group Finance Charge
Collections Reallocation Account, the Group Principal Collections Reallocation
Account and the Group Pre-Funding Reallocation Account.
"Investor Charge-Off Loss" with respect to each Class shall mean the
amount determined pursuant to Section 11(b).
"Investor Loss" with respect to each Class, shall mean the Investor
Charge-Off Loss and, in the event the Receivables are sold pursuant to Section
12.01(b) or 12.02(c) 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. If the Trustee is unable to
obtain the requested quotations, LIBOR will be the rate determined on the prior
LIBOR Determination Date.
"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 Receivables Trigger" shall mean the earliest of (a) the
beginning of the Due Period immediately following the Due Period related to the
Distribution Date during the Controlled Amortization Period or the Controlled
Accumulation Period, as applicable, with respect to the Series established
hereby on which the Series Available Principal Amount is less than zero; (b)
the date on which a Rapid Amortization Event with respect to the Series
established hereby occurs; or (c) a date selected by the Servicer, if any,
provided that the Servicer provides notification of such date to the Seller,
the Trustee, the Third Party Credit Enhancement Provider, if any, and the
Rating Agencies no later than two Business Days prior to such selected date.
"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 (other than Class Coupon Cap Payments,
if any), (iii) finance charge collections and additional allocable amounts, if
any, reallocated to the Series established hereby pursuant to Sections 8(b)(26-
33), 8(c)(23-30) and 8(d)(24-31) minus (iv) the Series Investor Charged-Off
Amount, and (b) the denominator of which is the Series Invested Amount.
"Paired Series," if applicable, shall have the meaning set forth in
Section 23.
"Pre-Funding Covered Amount," if applicable, with respect to the Pre-
Funding Period will be equal to (A) if the Investor Certificates are fixed rate
certificates, one-twelfth of the product of (i) the Class Weighted Average
Certificate Rate and (ii) the amount on deposit in the Series Pre-Funding
Account, if any, as of the preceding Distribution Date or (B) if the Investor
Certificates are floating rate certificates, the product of (i) a fraction, the
numerator of which is 360 and the denominator of which is the actual number of
days in the interest period, (ii) the Class Weighted Average Certificate Rate
and (iii) the amount on deposit in the Series Pre-Funding Account, if any, as
of the preceding Distribution Date.
"Pre-Funding Period," if applicable, shall have the meaning set forth in
Section 7(g)(3).
"Pre-Funding Special Reserve Account," if applicable, shall have the
meaning set forth in Section 7(g)(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 Third Party Credit Enhancement Provider," if applicable, shall
mean (i) if the Third Party Credit Enhancement is not Funded Third Party Credit
Enhancement, an institution that meets the Qualified Third Party Credit
Enhancement Provider rating requirements set forth in the Series Term Sheet at
the time of the funding of such Third Party Credit Enhancement, or (ii) if the
Third Party Credit Enhancement is a Funded Credit Enhancement, an institution
that meets the Qualified Third Party Credit Enhancement Provider rating
requirements set forth in the Series Term Sheet (or, in either subsection (i)
or (ii) such lesser requirements as the applicable Rating Agency shall allow);
provided, however, that in the event the Servicer elects to obtain Third Party
Credit Enhancement that is not Funded Third Party Credit Enhancement and is
unable after the exercise of its best efforts to obtain from a Qualified Third
Party Credit Enhancement Provider as so defined such Third Party Credit
Enhancement with respect to which the representations set forth in Section
10(a) shall be true, the term "Qualified Third Party Credit Enhancement
Provider" shall mean a Person who satisfies such requirements except that its
long-term unsecured debt rating by any nationally recognized rating agency may
be lower than that set forth in such requirements, but shall not be lower than
the highest credit rating of any Person who otherwise satisfies said
requirements and from whom the Servicer is able to obtain such a Third Party
Credit Enhancement.
"Rapid Amortization Commencement Date" shall mean the earlier of the date
on which a Rapid Amortization Event is deemed to occur pursuant to Section 9.01
of the Pooling and Servicing Agreement or pursuant to Section 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
Class Expected Final 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.
"Required Daily Deposit" shall equal zero.
"Revolving Period" shall have the meaning set forth in the Series Term
Sheet.
"Seller Interest Principal" shall mean the amount deposited into the
Collections Account pursuant to Section 4.03(c) of the Pooling and Servicing
Agreement.
"Seller-Owned Class" shall mean any Class, all of the Investor
Certificates of which are owned by the Seller.
"Seller-Owned Class Purchase Date" shall have the meaning set forth in
Section 22.
"Seller Retained Class," for each Series issued prior to Series 2000-2,
shall have the meaning specified in the Series Supplement for that Series.
"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 Pre-Funding Special
Reserve Account pursuant to Section 7(g)(3), (vi) the sum of the Swap
Counterparty Payments, if any, and (vii) amounts withdrawn from the Series
Reserve Account pursuant to Section 7(h)(3), 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
the lesser of (x) (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 in the Group to which the Series
established hereby is a member multiplied by (ii) the Group Excess Funding
Amount and (y) (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 minus the sum of the Class Investor
Interest for all Seller Retained Classes for all outstanding Series multiplied
by (ii) the Excess Funding Amount (General).
"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) or equivalent sections, but excluding any
portion of such amount that was funded by amounts withdrawn from the
Collections Account pursuant to Sections 8(c)(58-60) or equivalent sections).
For purposes of calculating the series available principal amount for each
other such series, the Group Available Principal Amount shall be reduced by the
amount calculated in clause (y) above for each prior series for which the
series available principal amount was calculated.
"Series Closing Date" shall mean the date designated as such in the
Series Term Sheet.
"Series Collections Account" shall have the meaning specified in Section
7(a).
"Series Cut-Off Date" shall mean the last day of the Due Period occurring
in the month specified in the Series Term Sheet.
"Series Distribution Account" shall have the meaning specified in Section
7(a).
"Series Excess Servicing," for any Distribution Date, shall have the
meaning set forth in Section 8(b)(18), 8(c)(15) or 8(d)(16), as applicable, for
such Distribution Date.
"Series Finance Charge Collections" shall mean, with respect to any day
or any Distribution Date, the sum of the amount of Class Finance Charge
Collections for each Class of such Series for such day or for the related Due
Period, as applicable.
"Series Initial Investor Interest" shall mean an amount equal to the sum
of the Class Initial Investor Interests for all Classes of the Series
established hereby.
"Series Initial Pre-Funding Amount," if applicable, shall mean the amount
specified in the Series Term Sheet.
"Series Interest Funding Account" shall have the meaning specified in
Section 7(d).
"Series Invested Amount" with respect to any Distribution Date, shall
mean the sum of the Class Invested Amounts for each Class of the Series
established hereby on such Distribution Date.
"Series Investment Income" with respect to any Distribution Date, shall
mean the sum of (a) the income from the investment of funds on deposit in (i)
the Series Principal Funding Account, (ii) the Series Interest Funding Account,
(iii) the Pre-Funding Special Reserve Account, if any, and (iv) 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 Minimum Receivables Trigger has occurred,
the Series Investor Interest as of the first day of the Due Period prior to the
occurrence of the Minimum Receivables Trigger minus the following:
(a) Supplemental Cash as of the first day of the Due Period prior
to the occurrence of the Minimum Receivables Trigger; and
(b) the series investor interest (less supplemental cash) of any
new Series issued after the date of such Minimum Receivables Trigger in
the Group to which the Series established hereby belongs; provided that
the controlled accumulation period or controlled amortization period, as
applicable, for such new Series commences after the latest Class Expected
Final Payment Date for any Class of the Series established hereby. The
series investor interest for a new Series used in this clause (b) shall
be as adjusted to deduct any portion of such series investor interest
used, in the discretion of the Servicer, to determine the series minimum
principal receivables balance for any other Series in the Group to which
the Series established hereby belongs.
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 divisor 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)(7).
"Series Percentage" shall mean, with respect to any specified category,
with respect to any Distribution Date, the sum of the Class Percentages with
respect to such category for each Class of the Series established hereby on
such Distribution Date.
"Series Pre-Funding Account" shall have the meaning specified in Section
7(f).
"Series Pre-Funding Amount," if applicable, for any Distribution Date
shall mean the principal amount on deposit in the Series Pre-Funding Account
for such Distribution Date.
"Series Pre-Funding Deadline," if applicable, shall mean the date set
forth in the Series Term Sheet.
"Series Principal Collections" shall mean, with respect to any day or any
Distribution Date, the sum of the amount of Class Principal Collections for
each Class of the Series established hereby for such day or for the related Due
Period, as applicable.
"Series Principal Collections Account" shall have the meaning specified
in Section 7(a).
"Series Principal Funding Account" shall mean the Series Principal
Funding Account established pursuant to Section 7(c). Amounts "on deposit in"
the Series Principal Funding Account shall be deemed to be on deposit for the
benefit of (i) the Class A Certificateholders for the period up to and
including the earlier of the (a) Class A Expected Final Payment Date or (b) the
date on which the Class A Invested Amount is paid in full, (ii) the Class B
Certificateholders for the period beginning immediately after the date
specified in subsection (i) and ending on the earlier of (a) the Class B
Expected Final Payment Date and (b) the date the Class B Invested Amount is
paid in full and (iii) the Class C Certificateholders for the period beginning
immediately after the date specified in subsection (ii) and ending on the
earlier of (a) the Class C Expected Final Payment Date and (b) the date on
which the Class C Invested Amount is paid in full. Amounts "on deposit in" the
Series Principal Funding Account shall be deemed to include amounts invested in
Permitted Investments pursuant to Section 7(c) unless the context clearly
requires otherwise.
"Series Reserve Account," if applicable, shall have the meaning specified
in Section 7(h)(1).
"Series Reserve Fund Monthly Deposit Amount," if applicable, shall be
the amount to be deposited into the Series Reserve Account on a specified
Distribution Date in accordance with Section 7(h)(2).
"Series Reserve Fund Available Amount," if applicable, shall have the
meaning specified in Section 7(h)(2).
"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.
"Subclass" with respect to any Class shall mean, if applicable, each
portion of such Class that has a different Certificate Rate or method of
calculating its Certificate Rate.
"Subordinate Class or Classes" shall mean, with respect to any Class or
Classes, the Class or Classes, if any, identified by the letter or letters of
the alphabet succeeding the letter designating such Class or Classes (e.g., the
Subordinate Classes with respect to Class A are Class B and Class C).
"Subordinate Series" shall mean any Series that is subordinated in right
of payment, in whole or in part, pursuant to the Series Supplement with respect
to such Series, to the Series established hereby.
"Substitute Index," if applicable, shall have the meaning specified in
Section 13.
"Substitute Index Determination Date," if applicable, shall have the
meaning set forth in the Series Term Sheet.
"Supplemental Cash" for any Distribution Date shall mean an amount equal
to the sum of the Series Pre-Funding Amount and the Series Aggregate Excess
Funding Amount for such Distribution Date. For purposes of this Series
Supplement, allocations of Supplemental Cash for any Class shall be made
according to the following calculation: the product of (a) the Supplemental
Cash and (b) a fraction the numerator of which is the Class Investor Interest
for such Class and the denominator of which is the Series Investor Interest.
"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, in each case for such Distribution Date.
"Telerate Page 3750," if applicable, shall mean the display page so
designated on Bridge Telerate Inc. Service (or such other page as may replace
that page on that service for the purpose of displaying comparable rates or
prices).
"Third Party Credit Enhancement," if applicable, shall mean any credit
enhancement obtained by the Servicer in accordance with Section 10.
"Third Party Credit Enhancement Account," if applicable, shall have the
meaning specified in Section 7(e).
"Third Party Credit Enhancement Agreement," if applicable, shall mean the
Agreement among the Seller, the Servicer, the Trustee and the Third Party
Credit Enhancement Provider with respect to the Third Party Credit Enhancement.
"Third Party Credit Enhancement Amount," if applicable, shall mean the
amount on deposit in the Third Party Credit Enhancement Account as set forth in
the Series Term Sheet.
"Third Party Credit Enhancement Drawing," if applicable, shall mean any
drawing made under the Third Party Credit Enhancement.
"Third Party Credit Enhancement Fee," if applicable, shall mean, on any
Distribution Date, the sum of all fees, costs and interest payable to the Third
Party Credit Enhancement Provider or the Trustee as administrator of the Third
Party Credit Enhancement for the related Due Period pursuant to the Third Party
Credit Enhancement Agreement.
"Third Party Credit Enhancement Provider," if applicable, shall have the
meaning set forth in the Series Term Sheet.
"Total Available Third Party Credit Enhancement Amount," if applicable,
shall mean the amount set forth as such in the Third Party Credit Enhancement
Agreement.
"Variable Accumulation Series" shall mean each outstanding Series that is
not a Fixed Accumulation Series.
SECTION 2. Subordination.
(a) Subordination of Certain Classes.
(i) The Holders of each Class B Investor Certificate, by their
acceptance of such Investor Certificate, hereby subordinate, for the
benefit of the Holders of Class A Investor Certificates, to the extent
and in the manner set forth in Section 8, all of such Investor
Certificateholders' right, title and interest in and to future
distributions due on such Holders' Investor Certificates.
(ii) The Holders of each Class C Investor Certificate, by their
acceptance of such Investor Certificate, hereby subordinate, for the
benefit of the Holders of Class A Investor Certificates and the Class B
Investor Certificates, to the extent and in the manner set forth in
Section 8, all of such Investor Certificateholders' right, title and
interest in and to future distributions due on such Holders' Investor
Certificates.
(b) No Subordination of Series. The Investor Certificates of the Series
established hereby shall not be subordinated in right of payment to any other
Series, whether currently outstanding or to be issued in the future. One or
more other Series, however, may be subordinated in right of payment to the
Series established hereby, although the Seller shall have no obligation to
issue such a Subordinate Series. If any Subordinate Series is issued, such
Subordinate Series shall be subordinate in right of payment to the Series
established hereby only to the extent set forth in the Series Supplement with
respect to such Subordinate Series.
SECTION 3. Representations and Warranties of the Seller. The representations
and warranties of the Seller contained in Section 2.04 of the Pooling and
Servicing Agreement and the corresponding sections of any Assignment are true on
and as of the date hereof and/or the date set forth in the Pooling and Servicing
Agreement, as applicable. The Seller also represents and warrants to the Trust
as of the date hereof that the execution, delivery and performance of this
Series Supplement by the Seller have been duly authorized by all necessary
corporate action, do not require any approval or consent of any governmental
agency or authority, do not and will not conflict with any material provision of
the Certificate of Incorporation or By-Laws of the Seller, do not and will not
conflict with, or result in a breach that would constitute a material default
under, any agreement for borrowed money binding upon or applicable to it or such
of its property that is material to it, or, to the best of the Seller's
knowledge, any law or governmental regulation or court decree applicable to it
or such material property, and this Series Supplement is the valid, binding and
enforceable obligation of the Seller, except as the same may be limited by
receivership, insolvency, reorganization, moratorium or similar laws now or
hereafter in effect relating to creditors' rights generally or general
principles of equity (whether considered in a proceeding at law or in equity)
and the discretion of the court before which any proceeding therefor may be
brought.
SECTION 4. Representations and Warranties of the Servicer. The representations
and warranties of the Servicer contained in Section 3.03 of the Pooling and
Servicing Agreement are true on and as of the date hereof. The Servicer also
represents and warrants to the Trust as of the date hereof that the execution,
delivery and performance of this Series Supplement by the Servicer have been
duly authorized by all necessary corporate action, do not require any approval
or consent of any governmental agency or authority, do not and will not conflict
with any material provision of the Certificate of Incorporation or By-Laws of
the Servicer, do not and will not conflict with, or result in a breach that
would constitute a material default under, any agreement for borrowed money
binding upon or applicable to it or such of its property that is material to it,
or, to the best of the Servicer's knowledge, any law or governmental regulation
or court decree applicable to it or such material property, and this Series
Supplement is the valid, binding and enforceable obligation of the Servicer,
except as the same may be limited by receivership, insolvency, reorganization,
moratorium or similar laws now or hereafter in effect relating to creditors'
rights generally or general principles of equity (whether considered in a
proceeding at law or in equity) and the discretion of the court before which any
proceeding therefor may be brought.
SECTION 5. Representations and Warranties of the Trustee. The representations
and Warranties of the Trustee" . The representations and warranties of the
Trustee contained in Section 11.15 of the Pooling and Servicing Agreement are
true on and as of the date hereof. The Trustee also represents and warrants as
of the date hereof that the Trustee has full power, authority and right to
execute, deliver and perform this Series Supplement, and has taken all necessary
action to authorize the execution, delivery and performance by it of this Series
Supplement, and this Series Supplement has been duly executed and delivered by
the Trustee.
SECTION 6. Authentication of Certificates. Pursuant to the request of the
Seller, the Trustee shall cause Investor Certificates in authorized
denominations evidencing the Series established hereby to be duly
authenticated and delivered as of the Series Closing Date to or upon the
order of the Seller pursuant to Section 6.05 of the Pooling and Servicing
Agreement.
SECTION 7. Establishment and Administration of Investor Accounts and the Third
Party Credit Enhancement Account" .
(a) The Series Distribution Account, the Series Collections Account and
the Series Principal Collections Account. The Trustee, for the benefit of the
Certificateholders of this Series, shall establish or maintain or cause to be
established and maintained in the name of the Trust, either (i) three non-
interest bearing segregated trust accounts with the corporate trust department
of an office or branch of a Qualified Trust Institution or (ii) three non-
interest bearing segregated demand deposit accounts at an Eligible Institution
(the "Series Distribution Account," the "Series Collections Account" and the
"Series Principal Collections Account"), each bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Certificateholders of this Series. The Trust shall possess all right, title
and interest in all funds on deposit in the Series Distribution Account, the
Series Collections Account and the Series Principal Collections Account.
Pursuant to authority granted to it under Section 3.01(b) of the Pooling and
Servicing Agreement, the Servicer shall have the revocable power to instruct
the Trustee to withdraw funds from the Series Distribution Account, the Series
Collections Account and the Series Principal Collections Account for the
purpose of carrying out the duties of the Servicer hereunder. The Servicer at
all times shall maintain accurate records reflecting each transaction in the
Series Distribution Account, the Series Collections Account and the Series
Principal Collections Account. The Paying Agent also shall have the revocable
authority to make withdrawals from the Series Distribution Account.
(b) Reallocation Accounts. The Trustee, for the benefit of the
Certificateholders, shall establish and maintain or cause to be established and
maintained in the name of the Trust, either (i) three non-interest bearing
segregated trust accounts with the corporate trust department of an office or
branch of a Qualified Trust Institution or (ii) three non-interest bearing
segregated demand deposit accounts at an Eligible Institution, for the Group to
which the Series established hereby belongs (the "Group Finance Charge
Collections Reallocation Account," the "Group Principal Collections
Reallocation Account" and the "Group Pre-Funding Reallocation Account," if
applicable, collectively, the "Reallocation Accounts"), each bearing a
designation clearly indicating that the funds deposited therein are held for
the benefit of the Certificateholders. The Trust shall possess all right,
title and interest in all funds on deposit from time to time in the
Reallocation Accounts and in all proceeds thereof. Pursuant to authority
granted to it under Section 3.01(b) of the Pooling and Servicing Agreement,
the Servicer shall have the revocable power to instruct the Trustee to withdraw
funds from the Reallocation Accounts for the purpose of carrying out the duties
of the Servicer hereunder. The Servicer at all times shall maintain accurate
records reflecting each transaction in each of the Reallocation Accounts.
(c) The Series Principal Funding Account.
(1) The Trustee, for the benefit of the Certificateholders of this
Series, shall establish and maintain or cause to be established and maintained
in the name of the Trust, either (i) a non-interest bearing segregated trust
account with the corporate trust department of an office or branch of a
Qualified Trust Institution or (ii) a non-interest bearing segregated demand
deposit account at an Eligible Institution (the "Series Principal Funding
Account"), bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Certificateholders of this Series. The
Trust shall possess all right, title and interest in all funds on deposit from
time to time in the Series Principal Funding Account and in all proceeds
thereof. The Series Principal Funding Account shall be under the sole dominion
and control of the Trustee for the benefit of the Certificateholders of this
Series. Pursuant to authority granted to it under Section 3.01(b) of the
Pooling and Servicing Agreement, the Servicer shall have the revocable power to
instruct the Trustee to withdraw funds from the Series Principal Funding
Account for the purpose of carrying out the duties of the Servicer hereunder.
Any funds on deposit in the Series Principal Funding Account for more than one
Business Day shall be invested in Permitted Investments under Section 4.02(c)
of the Pooling and Servicing Agreement. The Servicer at all times shall
maintain accurate records reflecting each transaction in the Series Principal
Funding Account. The Paying Agent also shall have the revocable authority to
make withdrawals from the Series Principal Funding Account.
(2) On or before each Distribution Date with respect to the
Controlled Accumulation Period and the Rapid Amortization Period, if any, a
withdrawal will be made from the Series Principal Funding Account in an amount
equal to the income from the investment of funds on deposit in the Series
Principal Funding Account. Such amount withdrawn shall be deposited into the
Series Collections Account and shall be treated as a "Series Additional
Allocable Amount."
(d) The Series Interest Funding Account. The Trustee, for the benefit
of the Certificateholders of this Series, shall establish and maintain or cause
to be established and maintained in the name of the Trust, either (i) a non-
interest bearing segregated trust account in the corporate trust department of
an office or branch of a Qualified Trust Institution or (ii) a non-interest
bearing segregated demand deposit account at an Eligible Institution (the
"Series Interest Funding Account"), bearing a designation clearly indicating
that the funds deposited therein are held for the benefit of the
Certificateholders of this Series. The Trust shall possess all right, title
and interest in all funds on deposit from time to time in the Series Interest
Funding Account and in all proceeds thereof. Pursuant to authority granted to
it under Section 3.01(b) of the Pooling and Servicing Agreement, the Servicer
shall have the revocable power to instruct the Trustee to withdraw funds from
the Series Interest Funding Account for the purpose of carrying out the duties
of the Servicer hereunder. The Servicer at all times shall maintain accurate
records reflecting each transaction in the Series Interest Funding Account.
The Paying Agent shall also have the revocable authority to make withdrawals
from the Series Interest Funding Account.
(e) The Third Party Credit Enhancement Account.
(1) If the Third Party Credit Enhancement is Funded Third Party
Credit Enhancement, the Servicer, for the benefit of the
Certificateholders of this Series and the Third Party Credit Enhancement
Provider, shall establish and maintain or cause to be established and
maintained in the name of the Trust, either (i) a non-interest bearing
segregated trust account with the corporate trust department of an office
or branch of a Qualified Trust Institution or (ii) a non-interest bearing
segregated demand deposit account at an Eligible Institution (the "Third
Party Credit Enhancement Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of
the Certificateholders of this Series and the Third Party Credit
Enhancement Provider. The Trust shall possess all right, title and
interest in all funds on deposit from time to time in the Third Party
Credit Enhancement Account and in all proceeds thereof. The Third Party
Credit Enhancement Account shall be under the sole dominion and control
of the Trustee as the administrator of the Third Party Credit Enhancement
for the benefit of the Certificateholders of this Series and the Third
Party Credit Enhancement Provider. The interest of the Third Party
Credit Enhancement Provider in the Third Party Credit Enhancement Account
shall be subordinated to the interests of the Certificateholders of this
Series to the extent provided herein and in the Third Party Credit
Enhancement Agreement. The Third Party Credit Enhancement Provider shall
not be entitled to reimbursement from the assets of the Trust for any
withdrawals from the Third Party Credit Enhancement Account except as
specifically provided in this Series Supplement. Pursuant to authority
granted to it under Section 3.01(b) of the Pooling and Servicing
Agreement, the Servicer shall have the revocable power to instruct the
Trustee to withdraw funds from the Third Party Credit Enhancement Account
for the purpose of carrying out the duties of the Servicer hereunder.
Any funds on deposit in the Third Party Credit Enhancement Account for
more than one Business Day shall be invested in Permitted Investments
under Section 4.02(c) of the Pooling and Servicing Agreement. The
Servicer at all times shall maintain accurate records reflecting each
transaction in the Third Party Credit Enhancement Account. The Paying
Agent also shall have the revocable authority to make withdrawals from
the Third Party Credit Enhancement Account.
(2) On each Distribution Date, all interest and investment
earnings (net of losses and investment expenses) accrued since the
preceding Distribution Date on funds on deposit in the Third Party Credit
Enhancement Account shall be paid to the Trustee as administrator of the
Third Party Credit Enhancement for application in accordance with the
provisions of the Third Party Credit Enhancement Agreement. For purposes
of determining the availability of funds or the balances in the Third
Party Credit Enhancement Account, all such investment earnings on such
funds shall be deemed not to be available or on deposit. If, on any
Distribution Date, after giving effect to all other deposits to and
withdrawals from the Third Party Credit Enhancement Account as of such
Distribution Date, the amount on deposit in the Third Party Credit
Enhancement Account is greater than the maximum credit enhancement amount
provided by the related Third Party Credit Enhancement Agreement, then
the excess representing such amount shall be withdrawn from the Third
Party Credit Enhancement Account and paid to the Trustee as administrator
of the Third Party Credit Enhancement for application in accordance with
the provisions of the Third Party Credit Enhancement Agreement.
(3) Upon the earliest to occur of (i) the termination of the
Trust, (ii) the Series Termination Date or (iii) the day on which the
Class Invested Amount for each Class of the Series established hereby is
paid in full, and after payment of all amounts to be paid on such day
from the Third Party Credit Enhancement Account to or for the benefit of
Investor Certificateholders of the Series established hereby, all amounts
remaining on deposit in the Third Party Credit Enhancement Account shall
be withdrawn from such account and paid to the Trustee as administrator
of the Third Party Credit Enhancement for application in accordance with
the provisions of the Third Party Credit Enhancement Agreement.
(f) The Series Pre-Funding Account. If the Series Term Sheet for the
Series established hereby so provides, the Trustee, for the benefit of the
Certificateholders of this Series, shall establish and maintain or cause to be
established and maintained in the name of the Trust, either (i) a non-interest
bearing segregated trust account in the corporate trust department of an office
or branch of a Qualified Trust Institution or (ii) a non-interest bearing
segregated demand deposit account at an Eligible Institution (the "Series Pre-
Funding Account"), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Certificateholders of this
Series. The Trust shall possess all right, title and interest in all funds on
deposit from time to time in the Series Pre-Funding Account and in all proceeds
thereof. The Series Pre-Funding Account shall be under the sole dominion and
control of the Trustee for the benefit of the Certificateholders of this
Series. Pursuant to authority granted to it under Section 3.01(b) of the
Pooling and Servicing Agreement, the Servicer shall have the revocable power to
instruct the Trustee to withdraw funds from the Series Pre-Funding Account for
the purpose of carrying out the duties of the Servicer hereunder. Any funds on
deposit in the Series Pre-Funding Account for more than one Business Day shall
be invested in Permitted Investments under Section 4.02(c) of the Pooling and
Servicing Agreement. The Servicer at all times shall maintain accurate records
reflecting each transaction in the Series Pre-Funding Account. The Paying
Agent shall also have the revocable authority to make withdrawals from the
Series Pre-Funding Account. On the Series Closing Date, the Seller shall cause
to be deposited into the Series Pre-Funding Account an amount equal to the
Series Initial Pre-Funding Amount. In connection with such Series Initial Pre-
Funding Amount, and on or before the Series Closing Date, the Servicer shall
deliver to the Trustee, the Seller and the Rating Agencies, a certificate of an
officer of the Servicer stating the size of such Series Pre-Funding Amount, and
certifying that the Servicer reasonably believes that the establishment and
funding of the Series Pre-Funding Amount will not result in any delay in the
payment of principal to the Investor Certificateholders of any Series then
outstanding.
(g) The Pre-Funding Special Reserve Account.
(1) If the Series Term Sheet for the Series established hereby so
provides, the Trustee, for the benefit of the Certificateholders of this
Series, shall establish and maintain or cause to be established and
maintained in the name of the Trust, either (i) a non-interest bearing
segregated trust account in the corporate trust department of an office
or branch of a Qualified Trust Institution or (ii) a non-interest bearing
segregated demand deposit account at an Eligible Institution (the "Pre-
Funding Special Reserve Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of
the Certificateholders of this Series. The Trust shall possess all
right, title and interest in all funds on deposit from time to time in
the Pre-Funding Special Reserve Account and in all proceeds thereof. The
Pre-Funding Special Reserve Account shall be under the sole dominion and
control of the Trustee for the benefit of the Certificateholders of this
Series. Pursuant to authority granted to it under Section 3.01(b) of the
Pooling and Servicing Agreement, the Servicer shall have the revocable
power to instruct the Trustee to withdraw funds from the Pre-Funding
Special Reserve Account for the purpose of carrying out the duties of the
Servicer hereunder. Any funds on deposit in the Pre-Funding Special
Reserve Account for more than one Business Day shall be invested in
Permitted Investments under Section 4.02(c) of the Pooling and Servicing
Agreement. The Servicer at all times shall maintain accurate records
reflecting each transaction in the Pre-Funding Special Reserve Account.
The Paying Agent shall also have the revocable authority to make
withdrawals from the Pre-Funding Special Reserve Account.
(2) Upon the earlier to occur of (i) the Series Termination Date
or (ii) the day on which the amount on deposit in the Series Pre-Funding
Account is reduced to zero, the Trustee, acting in accordance with the
instructions of the Servicer, after the prior payment of all amounts
owing to the Investor Certificateholders that are payable from the Pre-
Funding Special Reserve Account as provided herein, shall withdraw from
the Pre-Funding Special Reserve Account and pay to or at the direction of
the Seller, all amounts, if any, on deposit in the Pre-Funding Special
Reserve Account and the Pre-Funding Special Reserve Account shall have
terminated for purposes of this Series Supplement.
(3) On or before each Distribution Date with respect to the period
between the Series Closing Date and date that occurs upon the earlier of
(i) the Series Pre-Funding Deadline and (ii) the date upon which there
are no longer funds on deposit in the Series Pre-Funding Account (the
"Pre-Funding Period"), a withdrawal will be made from the Pre-Funding
Special Reserve Account in an amount equal to the lesser of (a) the
amount on deposit in the Pre-Funding Special Reserve Account with respect
to such Distribution Date and (b) the excess, if any, of the Pre-Funding
Covered Amount with respect to such Distribution Date over the amount of
investment earnings on the amount on deposit in the Series Pre-Funding
Account with respect to such Distribution Date. Such amount shall be
treated as a "Series Additional Allocable Amount."
(h) The Series 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, may 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 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
Series Reserve Account and in all proceeds thereof. The Series 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 Series Reserve Account
for the purpose of carrying out the duties of the Servicer hereunder.
Any funds on deposit in the Series 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
Series Reserve Account. The Paying Agent shall also have the revocable
authority to make withdrawals from the Series Reserve Account.
(2) On or before the last day of any Due Period during the
Revolving Period or, if applicable, the Accumulation Period, the
Servicer may designate an amount (the "Series Reserve Fund Monthly
Deposit Amount") to be deposited into the Series Reserve Account on the
Distribution Date relating to that Due Period for the benefit of the
Certificateholders of this Series in accordance with the provisions of
Section 8. The total amount on deposit in the Series Reserve Account
shall be referred to as the "Series Reserve Fund Available Amount."
(3) On or before each Distribution Date on which the Series
Reserve Fund Available Amount is greater than zero, the Servicer shall
direct the Trustee to make a withdrawal from the Series Reserve Account
and deposit it into the Series Collections Account in an amount equal to
the lesser of (a) the Series Reserve Fund Available Amount with respect
to such Distribution Date and (b) an amount equal to the sum of the Class
A Investment Shortfall and the Class B Investment Shortfall, for such
Distribution Date. Such amount shall be treated as a "Series Additional
Allocable Amount."
(4) Upon the earliest to occur of (i) the Class B Expected Final
Payment Date; (ii) payment of all amounts on deposit in the Series
Principal Funding Account on the first Distribution Date of the Rapid
Amortization Period, or (iii) delivery by the Servicer of a certificate
to the effect that the Servicer reasonably believes that the Trust will
have sufficient available assets to pay all Class A Certificate Interest
and Class B Certificate Interest and to reimburse all Class A Investor
Charged-Off Amounts and Class B Investor Charged-Off Amounts on each
subsequent Distribution Date without any draws on the Series Reserve
Account, the Servicer may direct the Trustee to withdraw from the Series
Reserve Account and pay to or at the direction of the Seller, all amounts
on deposit in the Series Reserve Account.
(i) Transfer of Investor Accounts. If, at any time any of the Investor
Accounts established in Sections 7(a) - 7(h) shall be located at an institution
that fails to meet the qualification requirements for an Eligible Institution
or a Qualified Trust Institution, as applicable, the Trustee shall move or
cause to be moved such Investor Account to an institution meeting the requisite
qualifications requirements within ten Business Days of the date the Trustee
becomes aware of such lack of qualification; provided, however, that if (i)
such Account is a Third Party Credit Enhancement Account and (ii) such Account
is not Funded Third Party Credit Enhancement, then the Trustee shall move or
cause to be moved such Account to an institution meeting the requisite
qualifications requirements within thirty Business Days of the date the Trustee
becomes aware of such lack of qualification.
SECTION 8. Allocations of Collections."
(a) Deposits into the Series Collections Account. On or before each
Distribution Date, the Servicer shall direct the Trustee to withdraw from the
Group Collections Account and deposit into the Series Collections Account an
amount equal to the sum of the Series Finance Charge Collections and the Series
Principal Collections. On or before each Distribution Date, the Servicer shall
direct the Trustee to withdraw from the Excess Funding Account (General) and
deposit into the Series Collections Account an amount equal to the sum of the
Class B Excess Funding Amount and the Class C Excess Funding Amount, each for
the related Due Period. On or before each Distribution Date, the Servicer also
shall direct the Trustee to deposit the Series Additional Allocable Amounts, if
any, which have not previously been deposited into the Series Collections
Account.
(b) During the Revolving Period. On or before each Distribution Date
during the Revolving Period, the Servicer shall direct the Trustee that funds
be paid or deposited, and the Trustee shall apply such funds in the following
amounts, to the extent such funds are available and in the order of priority
specified, to the account or Person indicated, in each case as set forth below.
(1) Pre-Funding Account. If applicable, on or before the first
Distribution Date following a Series Pre-Funding Deadline, all amounts on
deposit in the Series Pre-Funding Account shall be deposited into the Series
Distribution Account.
(2) Pre-Funding Special Reserve Account. If applicable, on or
before the first Distribution Date following a Series Pre-Funding Deadline, an
amount equal to the Pre-Funding Special Reserve Amount shall be withdrawn from
the Pre-Funding Special Reserve Account and shall be deposited into the Series
Collections Account as a "Series Additional Allocable Amount."
(3) Class A Monthly Interest. An amount equal to the lesser of
(A) the Class A Modified Required Amount and
(B) the sum of Series Finance Charge Collections and Series
Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account.
(4) Class B Monthly Interest. An amount equal to the lesser of
(A) the Class B Modified Required Amount and
(B) the sum of any remaining Series Finance Charge Collections and
any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account.
(5) Swap Trust Payments or Class Coupon Floor Payments. An amount equal
to the lesser of
(A) the sum of the Swap Trust Payments or Class Coupon Floor
Payments, 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 in the
Series Distribution Account.
(6) 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.
(7) 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."
(8) 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.
(9) 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.
(10) 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.
(11) 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.
(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) Reimbursement of prior Third Party Credit Enhancement Drawings. If
applicable, an amount equal to the lesser of
(A) the sum of all unreimbursed Third Party Credit Enhancement
Drawings and
(B) the sum of any remaining Series Finance Charge Collections and
any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Third Party Credit Enhancement Account. The amount of unreimbursed Third Party
Credit Enhancement Drawings shall be reduced by the amount of such deposit.
(15) Third Party Credit Enhancement Fee. If applicable, an amount equal
to the lesser of
(A) the Third Party Credit Enhancement Fee and
(B) the sum of any remaining Series Finance Charge Collections and
any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account.
(16) The Class A Early Termination Premium or the Class A Early
Termination Premium Shortfall, as applicable. If applicable, on or after the
Series Pre-Funding Deadline, an amount equal to the lesser of
(A) the Class A Early Termination Premium or the Class A Early
Termination Premium Shortfall, as applicable, and
(B) the sum of any remaining Series Finance Charge Collections
and any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account.
(17) The Class B Early Termination Premium or the Class B Early
Termination Premium Shortfall, as applicable. If applicable, on or after the
Series Pre-Funding Deadline, an amount equal to the lesser of
(A) the Class B Early Termination Premium or the Class B Early
Termination Premium Shortfall, as applicable, and
(B) the sum of any remaining Series Finance Charge Collections
and any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account.
(18) Series Excess Servicing. An amount equal to any remaining Series
Finance Charge Collections and any remaining Series Additional Allocable
Amounts (together, "Series Excess Servicing") shall be withdrawn from the
Series Collections Account and deposited into the Group Finance Charge
Collections Reallocation Account.
(19) Third Party Credit Enhancement Drawing. If applicable, an amount
equal to the lesser of
(A) the Class C Modified Required Amount Shortfall and
(B) the amount on deposit in the Third Party Credit Enhancement
Account
shall be withdrawn from the Third Party Credit Enhancement Account and
deposited into the Series Distribution Account. The Class C Modified Required
Amount Shortfall and the Third Party Credit Enhancement both shall be reduced
by the amount of such deposit.
(20) Payment of the Class A Modified Required Amount Shortfall from a
Subordinate Series. If applicable, an amount equal to the lesser of
(A) the Class A Modified Required Amount Shortfall and
(B) funds, if any, available to pay such Class A Modified Required
Amount Shortfall from funds initially allocated to any Subordinate
Series
shall be deposited into the Series Distribution Account. The Class A Modified
Required Amount Shortfall shall be reduced by the amount of such deposit.
(21) Payment of the Class B Modified Required Amount Shortfall from a
Subordinate Series. If applicable, an amount equal to the lesser of
(A) the Class B Modified Required Amount Shortfall and
(B) funds, if any, available to pay such Class B Modified Required
Amount Shortfall from funds initially allocated to any Subordinate
Series
shall be deposited into the Series Distribution Account. The Class B Modified
Required Amount Shortfall shall be reduced by the amount of such deposit.
(22) Payment of the Class C Modified Required Amount Shortfall from a
Subordinate Series. If applicable, an amount equal to the lesser of
(A) the Class C Modified Required Amount Shortfall and
(B) funds, if any, available to pay such Class C Modified Required
Amount Shortfall from funds initially allocated to any Subordinate
Series
shall be deposited into the Series Distribution Account. The Class C Modified
Required Amount Shortfall shall be reduced by the amount of such deposit.
(23) Reimbursement of the Class A Cumulative Investor Charged-Off Amount
from a Subordinate Series. If applicable, an amount equal to the lesser of
(A) the Class A Cumulative Investor Charged-Off Amount and
(B) funds, if any, available to pay such Class A Cumulative
Investor Charged-Off Amount from funds initially allocated to any
Subordinate Series
shall be deposited into the Group Principal Collections Reallocation Account.
The Class A Cumulative Investor Charged-Off Amount shall be reduced by the
amount of such deposit.
(24) Reimbursement of the Class B Cumulative Investor Charged-Off Amount
from a Subordinate Series. If applicable, an amount equal to the lesser of
(A) the Class B Cumulative Investor Charged-Off Amount and
(B) funds, if any, available to pay such Class B Cumulative
Investor Charged-Off Amount from funds initially allocated to any
Subordinate Series
shall be deposited into the Group Principal Collections Reallocation Account.
The Class B Cumulative Investor Charged-Off Amount shall be reduced by the
amount of such deposit.
(25) Reimbursement of the Class C Cumulative Investor Charged-Off Amount
from a Subordinate Series. If applicable, an amount equal to the lesser of
(A) the Class C Cumulative Investor Charged-Off Amount and
(B) funds, if any, available to pay such Class C Cumulative
Investor Charged-Off Amount from funds initially allocated to any
Subordinate Series
shall be deposited into the Group Principal Collections Reallocation Account.
The Class C Cumulative Investor Charged-Off Amount shall be reduced by the
amount of such deposit.
(26) Reallocations for the Class A Modified Required Amount Shortfall
from the Group Finance Charge Collections Reallocation Account. An amount
equal to the lesser of
(A) the Class A Modified Required Amount Shortfall and
(B) the product of
(x) a fraction the numerator of which is the Class A
Modified Required Amount Shortfall and the denominator of
which is the sum of the class modified required amount
shortfalls for all classes with the same alphabetical
designation for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions
in the applicable Series Supplements substantially similar to
the clauses preceding this clause (26)) and
(y) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any withdrawals
therefrom with respect to any other series pursuant to a
comparable clause in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account. The Class A
Modified Required Amount Shortfall shall be reduced by the amount of such
deposit.
(27) Reallocations for the Class B Modified Required Amount Shortfall
from the Group Finance Charge Collections Reallocation Account. An amount
equal to the lesser of
(A) the Class B Modified Required Amount Shortfall and
(B) the product of
(x) a fraction the numerator of which is the Class B
Modified Required Amount Shortfall and the denominator of
which is the sum of the class modified required amount
shortfalls for all classes with the same alphabetical
designation for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions
in the applicable Series Supplements substantially similar to
the clauses preceding this clause (27)) and
(y) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any withdrawals
therefrom with respect to any other series pursuant to a
comparable clause for any class with the same alphabetical
designation and after any withdrawals therefrom for the
benefit of all classes designated by higher letters of the
alphabet of such other series in the applicable Series
Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account. The Class B
Modified Required Amount Shortfall shall be reduced by the amount of such
deposit.
(28) Reallocations for the Class C Modified Required Amount Shortfall
from the Group Finance Charge Collections Reallocation Account. An amount
equal to the lesser of
(A) the Class C Modified Required Amount Shortfall and
(B) the product of
(x) a fraction the numerator of which is the Class C
Modified Required Amount Shortfall and the denominator of
which is the sum of the class modified required amount
shortfalls for all classes not initially rated by the Rating
Agencies for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions
in the applicable Series Supplements substantially similar to
the clauses preceding this clause (28)); provided, however,
that if any other series (or multiple other series) shall
have more than one unrated class, the class modified required
amount shortfall to be used in the denominator for each such
other series shall be the class modified required amount
shortfall for the most senior unrated class for such series
for which the class modified required amount shortfall is
greater than zero and
(y) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any withdrawals
therefrom with respect to any other series pursuant to a
comparable clause for any class with the same alphabetical
designation and after any withdrawals therefrom for the
benefit of all classes designated by higher letters of the
alphabet of such other series in the applicable Series
Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account. The Class C
Modified Required Amount Shortfall shall be reduced by the amount of such
deposit.
(29) Reallocations for the Class A Cumulative Investor Charged-Off
Amount from the Group Finance Charge Collections Reallocation Account. An
amount equal to the lesser of
(A) the Class A Cumulative Investor Charged-Off Amount and
(B) the product of
(x) a fraction the numerator of which is the Class A
Cumulative Investor Charged-Off Amount and the denominator of
which is the sum of the class cumulative investor charged-off
amounts for all classes with the same alphabetical
designation for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions
in the applicable Series Supplements substantially similar to
the clauses preceding this clause (29)) and
(y) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any withdrawals
therefrom with respect to any other series pursuant to a
comparable clause in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Group Principal Collections Reallocation
Account. The Class A Cumulative Investor Charged-Off Amount shall be reduced
by the amount of such deposit.
(30) Reallocations for the Class B Cumulative Investor Charged-Off
Amount from the Group Finance Charge Collections Reallocation Account. An
amount equal to the lesser of
(A) the Class B Cumulative Investor Charged-Off Amount and
(B) the product of
(x) a fraction the numerator of which is the Class B
Cumulative Investor Charged-Off Amount and the denominator of
which is the sum of the class cumulative investor charged-off
amounts for all classes with the same alphabetical
designation for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions
in the applicable Series Supplements substantially similar to
the clauses preceding this clause (30)) and
(y) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any withdrawals
therefrom with respect to any other series pursuant to a
comparable clause for any class with the same alphabetical
designation and after any withdrawals therefrom for the
benefit of all classes designated by higher letters of the
alphabet of such other series in the applicable Series
Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Group Principal Collections Reallocation
Account. The Class B Cumulative Investor Charged-Off Amount shall be reduced
by the amount of such deposit.
(31) Allocations from the Group Finance Charge Collections Reallocation
Account for the payment of accrued Series Monthly Servicing Fees. An amount
equal to the lesser of
(A) all accrued but unpaid Series Monthly Servicing Fees and
(B) the product of
(x) a fraction the numerator of which is all accrued but
unpaid Series Monthly Servicing Fees and the denominator of
which is the sum of all accrued but unpaid monthly servicing
fees for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions
in the applicable Series Supplements substantially similar to
the clauses preceding this clause (31)) and
(y) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any withdrawals
therefrom with respect to any other series pursuant to a
comparable clause in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account.
(32) Reallocations for the Class C Cumulative Investor Charged-Off
Amount from the Group Finance Charge Collections Reallocation Account. An
amount equal to the lesser of
(A) the Class C Cumulative Investor Charged-Off Amount and
(B) the product of
(x) a fraction the numerator of which is the Class C
Cumulative Investor Charged-Off Amount and the denominator of
which is the sum of the class cumulative investor charged-off
amounts for all classes unrated by the Rating Agencies for
all series in the Group to which the Series established
hereby belongs (after giving effect to provisions in the
applicable Series Supplements substantially similar to the
clauses preceding this clause (32)); provided, however, that
if any other series (or multiple other series) shall have
more than one unrated class, the class cumulative investor
charged-off amount to be used in the denominator for each
such other series shall be the class cumulative investor
charged-off amount for the most senior unrated class for such
series for which the class cumulative investor charged-off
amount is greater than zero and
(y) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any withdrawals
therefrom with respect to any other series pursuant to a
comparable clause for any class with the same alphabetical
designation and after any withdrawals therefrom for the
benefit of all classes designated by higher letters of the
alphabet of such other series in the applicable Series
Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Group Principal Collections Reallocation
Account. The Class C Cumulative Investor Charged-Off Amount shall be reduced
by the amount of such deposit.
(33) Reallocations for Swap Trust Payment Shortfalls or Class Coupon
Floor Payment Shortfalls from the Group Finance Charge Collections Reallocation
Account. An amount equal to the lesser of
(A) the Swap Trust Payment Shortfall or the Class Coupon Floor
Payment Shortfall, as applicable, and
(B) the product of
(x) a fraction, the numerator of which is the Swap Trust
Payment Shortfall or the Class Coupon Floor Payment
Shortfall, as applicable, and the denominator of which is the
sum of the swap trust payment shortfalls and class coupon
floor 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 class coupon floor
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 and class coupon
floor payment shortfalls
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited in the Series Distribution Account.
(34) Payment of Series Reserve Fund Monthly Deposit Amount. An amount
equal to the lesser of
(A) the Series Reserve Fund Monthly Deposit Amount and
(B) the product of
(x) a fraction, the numerator of which is the Series Reserve
Fund Monthly Deposit Amount and the denominator of which is
the sum of the series reserve fund monthly deposit amounts
for all series in the Group to which the Series established
hereby belongs which are eligible for a series reserve fund
(after giving effect to provisions in the applicable Series
Supplements substantially similar to the clauses preceding
this clause (34)) 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 Reserve Account.
(35) 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 Class C Excess Funding Amount 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 sum of the Class B Excess Funding Amount and 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 Class C Excess Funding Amounts 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 Class C Excess Funding Amounts and
any remaining Class C Principal Collections less Series Yield
Collections allocable to the Class C Investor Interest
shall be withdrawn from the Series Collections Account and deposited into the
Group Principal Collections Reallocation Account. The Class A Cumulative
Investor Charged-Off Amount shall be reduced by the amount of such deposit, and
the Class C Cumulative Investor Charged-Off Amount shall be increased by the
amount of such deposit.
(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) the sum of any remaining Class B Excess Funding Amounts and 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 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.
(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
(B) the sum of any remaining Class C Excess Funding Amounts 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
(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 of Class B Excess Funding Amounts and
Class C Excess Funding Amounts to each Series and 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 Class A Investor
Interest and the denominator of which is the sum of (x) the Class A
investor interests plus (y) for each Series issued prior to Series
2000-2 for which Class B was not a Seller Retained Class, the Class
B investor interests for each outstanding series 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. This provision shall be
applied before similar provisions for any previously issued series.
(48) 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."
(49) Allocations of Series Principal Collections. An amount equal to
the remaining amount on deposit in the Series Collections Account shall be
withdrawn from the Series Collections Account and deposited into the Group
Principal Collections Reallocation Account.
(50) Payment to Seller. An amount equal to all remaining amounts on
deposit in the Collections Account, after all other withdrawals from such
Account for any payment of any Class Controlled Amortization Amount or any
Class Controlled Accumulation Amount for any Class of any Series in its
Controlled Accumulation Period or Controlled Amortization Period, as
applicable, shall be withdrawn from the Collections Account and paid to the
Seller.
(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
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 (51) and all provisions similar to clause (51) 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)(58), 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 any date during the Controlled
Accumulation Period, if applicable, on which the Seller receives proceeds from
the sale of a new series of Investor Certificates, if the Seller has agreed to
deposit all or a portion of the proceeds from such sale into the Series
Principal Funding Account, the Seller shall cause the Trustee to so deposit
such proceeds. On or before each Distribution Date during the Controlled
Accumulation Period or Controlled Amortization Period, as applicable, the
Servicer shall direct the Trustee that funds be paid or deposited, and the
Trustee shall apply such funds in the following amounts, to the extent such
funds are available and in the order of priority specified, to the account or
Person indicated, in each case as set forth below.
(1) Class A Monthly Interest. An amount equal to the lesser of
(A) the Class A Modified Required Amount and
(B) the sum of Series Finance Charge Collections and Series
Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account.
(2) Class B Monthly Interest. An amount equal to the lesser of
(A) the Class B Modified Required Amount and
(B) the sum of any remaining Series Finance Charge Collections and
any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account.
(3) Swap Trust Payments or Class Coupon Floor Payments. An amount equal
to the lesser of
(A) the sum of the Swap Trust Payments or the Class Coupon Floor
Payments, 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 in the
Series Distribution Account.
(4) 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.
(5) 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."
(6) 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.
(7) 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.
(8) 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.
(9) 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.
(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) Reimbursement of prior Third Party Credit Enhancement Drawings. If
applicable, an amount equal to the lesser of
(A) the sum of all unreimbursed Third Party Credit Enhancement
Drawings and
(B) the sum of any remaining Series Finance Charge Collections and
any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Third Party Credit Enhancement Account. The amount of unreimbursed Third Party
Credit Enhancement Drawings shall be reduced by the amount of such deposit.
(12) Third Party Credit Enhancement Fee. If applicable, an amount equal
to the lesser of
(A) the Third Party Credit Enhancement Fee and
(B) the sum of any remaining Series Finance Charge Collections and
any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account.
(13) The Class A Early Termination Premium Shortfall. If applicable, an
amount equal to the lesser of
(A) the Class A Early Termination Premium Shortfall and
(B) the sum of any remaining Series Finance Charge Collections and
any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account.
(14) The Class B Early Termination Premium Shortfall. If applicable, an
amount equal to the lesser of
(A) the Class B Early Termination Premium Shortfall and
(B) the sum of any remaining Series Finance Charge Collections and
any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account.
(15) Series Excess Servicing. An amount equal to any remaining Series
Finance Charge Collections and any remaining Series Additional Allocable
Amounts (together, "Series Excess Servicing") shall be withdrawn from the
Series Collections Account and deposited into the Group Finance Charge
Collections Reallocation Account.
(16) Third Party Credit Enhancement Drawing. If applicable, an amount
equal to the lesser of
(A) the Class C Modified Required Amount Shortfall and
(B) the amount on deposit in the Third Party Credit Enhancement
Account
shall be withdrawn from the Third Party Credit Enhancement Account and
deposited into the Series Distribution Account. The Class C Modified Required
Amount Shortfall and the Third Party Credit Enhancement Amount both shall be
reduced by the amount of such deposit.
(17) Payment of the Class A Modified Required Amount Shortfall from a
Subordinate Series. If applicable, an amount equal to the lesser of
(A) the Class A Modified Required Amount Shortfall and
(B) funds, if any, available to pay such Class A Modified Required
Amount Shortfall from funds initially allocated to any Subordinate
Series
shall be deposited into the Series Distribution Account. The Class A Modified
Required Amount Shortfall shall be reduced by the amount of such deposit.
(18) Payment of the Class B Modified Required Amount Shortfall from a
Subordinate Series. If applicable, an amount equal to the lesser of
(A) the Class B Modified Required Amount Shortfall and
(B) funds, if any, available to pay such Class B Modified Required
Amount Shortfall from funds initially allocated to any Subordinate
Series
shall be deposited into the Series Distribution Account. The Class B Modified
Required Amount Shortfall shall be reduced by the amount of such deposit.
(19) Payment of the Class C Modified Required Amount Shortfall from a
Subordinate Series. If applicable, an amount equal to the lesser of
(A) the Class C Modified Required Amount Shortfall and
(B) funds, if any, available to pay such Class C Modified Required
Amount Shortfall from funds initially allocated to any Subordinate
Series
shall be deposited into the Series Distribution Account. The Class C Modified
Required Amount Shortfall shall be reduced by the amount of such deposit.
(20) Reimbursement of the Class A Cumulative Investor Charged-Off Amount
from a Subordinate Series. If applicable, an amount equal to the lesser of
(A) the Class A Cumulative Investor Charged-Off Amount and
(B) funds, if any, available to pay such Class A Cumulative
Investor Charged-Off Amount from funds initially allocated to any
Subordinate Series
shall be deposited into the Series Principal Collections Account. The Class A
Cumulative Investor Charged-Off Amount shall be reduced by the amount of such
deposit.
(21) Reimbursement of the Class B Cumulative Investor Charged-Off Amount
from a Subordinate Series. If applicable, an amount equal to the lesser of
(A) the Class B Cumulative Investor Charged-Off Amount and
(B) funds, if any, available to pay such Class B Cumulative
Investor Charged-Off Amount from funds initially allocated to any
Subordinate Series
shall be deposited into the Series Principal Collections Account. The Class B
Cumulative Investor Charged-Off Amount shall be reduced by the amount of such
deposit.
(22) Reimbursement of the Class C Cumulative Investor Charged-Off Amount
from a Subordinate Series. If applicable, an amount equal to the lesser of
(A) the Class C Cumulative Investor Charged-Off Amount and
(B) funds, if any, available to pay such Class C Cumulative
Investor Charged-Off Amount from funds initially allocated to any
Subordinate Series
shall be deposited into the Series Principal Collections Account. The Class C
Cumulative Investor Charged-Off Amount shall be reduced by the amount of such
deposit.
(23) Reallocations for the Class A Modified Required Amount Shortfall
from the Group Finance Charge Collections Reallocation Account. An amount
equal to the lesser of
(A) the Class A Modified Required Amount Shortfall and
(B) the product of
(x) a fraction the numerator of which is the Class A
Modified Required Amount Shortfall and the denominator of
which is the sum of the class modified required amount
shortfalls for all classes with the same alphabetical
designation for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions
in the applicable Series Supplements substantially similar to
the clauses preceding this clause (23)) and
(y) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any withdrawals
therefrom with respect to any other series pursuant to a
comparable clause in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account. The Class A
Modified Required Amount Shortfall shall be reduced by the amount of such
deposit.
(24) Reallocations for the Class B Modified Required Amount Shortfall
from the Group Finance Charge Collections Reallocation Account. An amount
equal to the lesser of
(A) the Class B Modified Required Amount Shortfall and
(B) the product of
(x) a fraction the numerator of which is the Class B
Modified Required Amount Shortfall and the denominator of
which is the sum of the class modified required amount
shortfalls for all classes with the same alphabetical
designation for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions
in the applicable Series Supplements substantially similar to
the clauses preceding this clause (24)) and
(y) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any withdrawals
therefrom with respect to any other series pursuant to a
comparable clause for any class with the same alphabetical
designation and after any withdrawals therefrom for the
benefit of all classes designated by higher letters of the
alphabet of such other series in the applicable Series
Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account. The Class B
Modified Required Amount Shortfall shall be reduced by the amount of such
deposit.
(25) Reallocations for the Class C Modified Required Amount Shortfall
from the Group Finance Charge Collections Reallocation Account. An amount
equal to the lesser of
(A) the Class C Modified Required Amount Shortfall and
(B) the product of
(x) a fraction the numerator of which is the Class C
Modified Required Amount Shortfall and the denominator of
which is the sum of the class modified required amount
shortfalls for all classes not initially rated by the Rating
Agencies for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions
in the applicable Series Supplements substantially similar to
the clauses preceding this clause (25)); provided, however,
that if any other series (or multiple other series) shall
have more than one unrated class, the class modified required
amount shortfall to be used in the denominator for each such
other series shall be the class modified required amount
shortfall for the most senior unrated class for such series
for which the class modified required amount shortfall is
greater than zero and
(y) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any withdrawals
therefrom with respect to any other series pursuant to a
comparable clause for any class with the same alphabetical
designation and after any withdrawals therefrom for the
benefit of all classes designated by higher letters of the
alphabet of such other series in the applicable Series
Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account. The Class C
Modified Required Amount Shortfall shall be reduced by the amount of such
deposit.
(26) Reallocations for the Class A Cumulative Investor Charged-Off
Amount from the Group Finance Charge Collections Reallocation Account. An
amount equal to the lesser of
(A) the Class A Cumulative Investor Charged-Off Amount and
(B) the product of
(x) a fraction the numerator of which is the Class A
Cumulative Investor Charged-Off Amount and the denominator of
which is the sum of the class cumulative investor charged-off
amounts for all classes with the same alphabetical
designation for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions
in the applicable Series Supplements substantially similar to
the clauses preceding this clause (26)) and
(y) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any withdrawals
therefrom with respect to any other series pursuant to a
comparable clause in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Principal Collections Account. The Class
A Cumulative Investor Charged-Off Amount shall be reduced by the amount of such
deposit.
(27) Reallocations for the Class B Cumulative Investor Charged-Off
Amount from the Group Finance Charge Collections Reallocation Account. An
amount equal to the lesser of
(A) the Class B Cumulative Investor Charged-Off Amount and
(B) the product of
(x) a fraction the numerator of which is the Class B
Cumulative Investor Charged-Off Amount and the denominator of
which is the sum of the class cumulative investor charged-off
amounts for all classes with the same alphabetical
designation for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions
in the applicable Series Supplements substantially similar to
the clauses preceding this clause (27)) and
(y) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any withdrawals
therefrom with respect to any other series pursuant to a
comparable clause for any class with the same alphabetical
designation and after any withdrawals therefrom for the
benefit of all classes designated by higher letters of the
alphabet of such other series in the applicable Series
Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Principal Collections Account. The Class
B Cumulative Investor Charged-Off Amount shall be reduced by the amount of such
deposit.
(28) Allocations from the Group Finance Charge Collections Reallocation
Account for the payment of accrued Series Monthly Servicing Fees. An amount
equal to the lesser of
(A) all accrued but unpaid Series Monthly Servicing Fees and
(B) the product of
(x) a fraction the numerator of which is all accrued but
unpaid Series Monthly Servicing Fees and the denominator of
which is the sum of all accrued but unpaid monthly servicing
fees for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions
in the applicable Series Supplements substantially similar to
the clauses preceding this clause (28)) and
(y) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any withdrawals
therefrom with respect to any other series pursuant to a
comparable clause in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account.
(29) Reallocations for the Class C Cumulative Investor Charged-Off
Amount from the Group Finance Charge Collections Reallocation Account. An
amount equal to the lesser of
(A) the Class C Cumulative Investor Charged-Off Amount and
(B) the product of
(x) a fraction the numerator of which is the Class C
Cumulative Investor Charged-Off Amount and the denominator of
which is the sum of the class cumulative investor charged-off
amounts for all classes unrated by the Rating Agencies for
all series in the Group to which the Series established
hereby belongs (after giving effect to provisions in the
applicable Series Supplements substantially similar to the
clauses preceding this clause (29)); provided, however, that
if any other series (or multiple other series) shall have
more than one unrated class, the class cumulative investor
charged-off amount to be used in the denominator for each
such other series shall be the class cumulative investor
charged-off amount for the most senior unrated class for such
series for which the class cumulative investor charged-off
amount is greater than zero and
(y) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any withdrawals
therefrom with respect to any other series pursuant to a
comparable clause for any class with the same alphabetical
designation and after any withdrawals therefrom for the
benefit of all classes designated by higher letters of the
alphabet of such other series in the applicable Series
Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Principal Collections Account. The Class
C Cumulative Investor Charged-Off Amount shall be reduced by the amount of such
deposit.
(30) Reallocation for Swap Trust Payment Shortfalls or Class Coupon
Floor Payment Shortfalls from the Group Finance Charge Collections Reallocation
Account. An amount equal to the lesser of
(A) the Swap Trust Payment Shortfall or the Class Coupon Floor
Payment Shortfall, as applicable, and
(B) the product of
(x) a fraction, the numerator of which is the Swap Trust
Payment Shortfall or the Class Coupon Floor Payment
Shortfall, as applicable, and the denominator of which is the
sum of the swap trust payment shortfalls and class coupon
floor 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 class coupon floor
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 and class coupon
floor payment shortfalls
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited in the Series Distribution Account.
(31) Payment of Series Reserve Fund Monthly Deposit Amount. An amount
equal to the lesser of
(A) the Series Reserve Fund Monthly Deposit Amount and
(B) the product of
(x) a fraction, the numerator of which is the Series Reserve
Fund Monthly Deposit Amount and the denominator of which is
the sum of the series reserve fund monthly deposit amounts
for all series in the Group to which the Series established
hereby belongs which are eligible for a series reserve fund
(after giving effect to provisions in the applicable Series
Supplements substantially similar to the clauses preceding
this clause (31)) and
(y) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any withdrawals
therefrom with respect to any other series pursuant to a
comparable clause in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Reserve 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 Class C Excess Funding Amount 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 sum of the Class B Excess Funding Amount and 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
(B) the sum of any remaining Class C Excess Funding Amounts 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 Class C Excess Funding Amounts 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.
(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) the sum of any remaining Class B Excess Funding Amounts and
any remaining Class B Principal Collections less Series Yield
Collections allocable to the Class B Investor Interest
shall be withdrawn from the Series Collections Account and deposited into the
Series Principal Collections Account. The Class A Cumulative Investor Charged-
Off Amount shall be reduced by the amount of such deposit, and the Class B
Cumulative Investor Charged-Off Amount shall be increased by the amount of such
deposit.
(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 Class C Excess Funding Amounts 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.
(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
(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
(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 of Class B Excess Funding Amounts and
Class C Excess Funding Amounts to each Series and 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 Class A Investor
Interest and the denominator of which is the sum of (x) the Class A
investor interests for each outstanding Series plus (y) for each
Series issued prior to Series 2000-2 for which Class B was not a
Seller Retained Class, the Class B investor interest for each
outstanding series 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. This provision shall be
applied before similar provisions for any previously issued series.
(47) Allocations of Series Principal Collections. An amount equal to
the remaining amount on deposit in the Series Collections Account 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) (i) the Class A Controlled Accumulation Amount minus the
amount of proceeds from the sale of a new Series of Investor
Certificates deposited into the Series Principal Funding Account
from but excluding the prior Distribution Date to and including the
current Distribution Date or (ii) 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 amount described in clause (A)(i) above or
the 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 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 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. If an amount equal to the Class A Invested
Amount has been deposited into the Series Principal Funding Account or if the
Class A Invested Amount has been paid in full, an amount equal to the lesser of
(A) the Class B Controlled Accumulation Amount or the Class B
Controlled Amortization Amount, as applicable, and
(B) remaining amounts on deposit in the Series Principal
Collections Account
shall be withdrawn from the Series Principal Collections Account and deposited
into the Series Principal Funding Account or Series Distribution Account, as
applicable. The amount by which the Class B Controlled Accumulation Amount or
Class B Controlled Amortization Amount exceeds such deposit shall be the "Class
B Controlled Accumulation Amount Shortfall" or the "Class B Controlled
Amortization Amount Shortfall," respectively.
(51) Class C Controlled 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 Controlled Amortization Amount, and
(B) remaining amounts on deposit in the Series Principal
Collections Account
shall be withdrawn from the Series Principal Collections Account and deposited
into the Series Principal Funding Account or Series Distribution Account, as
applicable. The amount by which the Class C Controlled Amortization Amount
exceeds such deposit shall be 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
(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 Amortization Amount
Shortfall. An amount equal to the lesser of
(A) the Class C Controlled Amortization Amount Shortfall, and
(B) the product of
(x) a fraction the numerator of which is the Class C
Controlled Amortization Amount Shortfall 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 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 Amortization Amount Shortfall
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
(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 Amortization Amount Shortfall. An amount
equal to the lesser of
(A) the Class C Controlled Amortization Amount Shortfall, and
(B) the product of
(x) a fraction the numerator of which is the Class C
Controlled Amortization Amount Shortfall, 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 not in their Rapid
Amortization Periods (after giving effect to provisions in
the applicable Series Supplements substantially similar to
the clauses preceding this clause (57)) and
(y) the amount on deposit in the Group Pre-Funding
Reallocation Account before any withdrawals therefrom with
respect to any other series pursuant to a comparable clause
for any class with the same alphabetical designation and
after any withdrawals therefrom for the benefit of all
classes designated by higher letters of the alphabet of such
other series in the applicable Series Supplements
shall be withdrawn from the Group Pre-Funding Reallocation Account and
deposited in the Series Principal Funding Account or Series Distribution
Account, as applicable. The Class C Controlled Amortization Amount Shortfall
will be reduced by the amount of such deposit.
(58) Allocations from the Collections Account for the payment of the
Class A Controlled Accumulation Amount Shortfall or the Class A Controlled
Amortization Shortfall, as applicable. An amount equal to the lesser of
(A) the Class A Controlled Accumulation Amount Shortfall or the
Class A Controlled Amortization 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
not in their Rapid Amortization Periods (after giving effect
to provisions in the applicable Series Supplements
substantially similar to the clauses preceding this clause
(58)) and
(y) the amount on deposit in the Collections 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 Collections 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.
(59) Allocations from the Collections Account for the payment of the
Class B Controlled Accumulation Amount Shortfall or the Class B Controlled
Amortization Shortfall, as applicable. An amount equal to the lesser of
(A) the Class B Controlled Accumulation Amount Shortfall or
the Class B Controlled Amortization 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
not in their Rapid Amortization Periods (after giving effect
to provisions in the applicable Series Supplements
substantially similar to the clauses preceding this clause
(59)) and
(y) the amount on deposit in the Collections 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 Collections 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.
(60) Allocations from the Collections Account for the payment of the
Class C Controlled Amortization Shortfall. An amount equal to the lesser of
(A) the Class C Controlled Amortization Shortfall, and
(B) the product of
(x) a fraction the numerator of which is the Class C
Controlled Amortization Amount Shortfall, 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 (after giving effect to provisions in
the applicable Series Supplements substantially similar to
the clauses preceding this clause (60)) and
(y) the amount on deposit in the Collections 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 Collections Account and deposited in the Series
Principal Funding Account or Series Distribution Account, as applicable. The
Class C Controlled Amortization Amount Shortfall shall be reduced by the amount
of such deposit.
(61) 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.
(62) Additional Payment to Seller. An amount equal to all remaining
amounts on deposit in the Collections Account, after all other withdrawals from
such Account for any payment of any Class Controlled Amortization Amount or any
Class Controlled Accumulation Amount for any Class of any Series in its
Controlled Accumulation Period or Controlled Amortization Period, as
applicable, shall be withdrawn from the Collections Account and paid to the
Seller.
(63) 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
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 (63) and all provisions similar to clause (63) 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 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.
(4) 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.
(5) 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.
(6) Swap Trust Payments or Class Coupon Floor Payments. An amount equal
to the lesser of
(A) the sum of the Swap Trust Payments or the Class Coupon Floor
Payments, 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 in the
Series Distribution Account.
(7) Class C Monthly Interest. An amount equal to the lesser of
(A) the Class C Modified Required Amount, if any, and
(B) the sum of any remaining Series Finance Charge Collections and
any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account.
(8) Series Monthly Servicing Fee Additional Funds Portion. An amount
equal to the lesser of
(A) the Series Monthly Servicing Fee Additional Funds Portion and
(B) Series Additional Funds
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account. The positive difference, if any, between the
amount in (A) and the amount in (B) shall be the "Series Monthly Servicing Fee
Additional Funds Portion Shortfall."
(9) Series Monthly Servicing Fee. An amount equal to the lesser of
(A) the sum of the Series Monthly Servicing Fee and all accrued
but unpaid Series Monthly Servicing Fees as of the prior
Distribution Date less the Series Monthly Servicing Fee Additional
Funds Portion, if any, and
(B) the sum of any remaining Series Finance Charge Collections and
any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account.
(10) Reimbursement of Class A Cumulative Investor Charged-Off Amounts.
An amount equal to the lesser of
(A) the Class A Cumulative Investor Charged-Off Amount and
(B) the sum of any remaining Series Finance Charge Collections and
any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Principal Collections Account. The Class A Cumulative Investor Charged-
Off Amount shall be reduced by the amount of such deposit.
(11) Reimbursement of Class B Cumulative Investor Charged-Off Amounts.
An amount equal to the lesser of
(A) the Class B Cumulative Investor Charged-Off Amount and
(B) the sum of any remaining Series Finance Charge Collections and
any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Principal Collections Account. The Class B Cumulative Investor Charged-
Off Amount shall be reduced by the amount of such deposit.
(12) Series Monthly Servicing Fee Additional Funds Portion Shortfall.
An amount equal to the lesser of
(A) the Series Monthly Servicing Fee Additional Funds Portion
Shortfall and
(B) the sum of any remaining Series Finance Charge Collections and
any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account.
(13) Reimbursement of Class C Cumulative Investor Charged-Off Amounts.
An amount equal to the lesser of
(A) the Class C Cumulative Investor Charged-Off Amount and
(B) the sum of any remaining Series Finance Charge Collections and
any remaining Series Additional Allocable Amounts.
shall be withdrawn from the Series Collections Account and deposited into the
Series Principal Collections Account. The Class C Cumulative Investor Charged-
Off Amount shall be reduced by the amount of such deposit.
(14) Reimbursement of prior Third Party Credit Enhancement Drawings. On
and after each Distribution Date after the Class A Invested Amount and Class B
Invested Amount have been reduced to zero, if applicable, an amount equal to
the lesser of
(A) the sum of all unreimbursed Third Party Credit Enhancement
Drawings and
(B) the sum of any remaining Series Finance Charge Collections and
any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Third Party Credit Enhancement Account. The amount of unreimbursed Third Party
Credit Enhancement Drawings shall be reduced by the amount of such deposit.
(15) Third Party Credit Enhancement Fee. If applicable, an amount equal
to the lesser of
(A) the Third Party Credit Enhancement Fee and
(B) the sum of any remaining Series Finance Charge Collections and
any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account.
(16) Series Excess Servicing. An amount equal to any remaining Series
Finance Charge Collections and any remaining Series Additional Allocable
Amounts (together, "Series Excess Servicing") shall be withdrawn from the
Series Collections Account and deposited into the Group Finance Charge
Collections Reallocation Account.
(17) Third Party Credit Enhancement Drawing. If applicable, an amount
equal to the lesser of
(A) the Class C Modified Required Amount Shortfall and
(B) the amount on deposit in the Third Party Credit Enhancement
Account
shall be withdrawn from the Third Party Credit Enhancement Account and
deposited into the Series Distribution Account. The Class C Modified Required
Amount Shortfall and the Third Party Credit Enhancement shall be reduced by the
amount of such deposit.
(18) Payment of the Class A Modified Required Amount Shortfall from a
Subordinate Series. If applicable, an amount equal to the lesser of
(A) the Class A Modified Required Amount Shortfall and
(B) funds, if any, available to pay such Class A Modified Required
Amount Shortfall from funds initially allocated to any Subordinate
Series
shall be deposited into the Series Distribution Account. The Class A Modified
Required Amount Shortfall shall be reduced by the amount of such deposit.
(19) Payment of the Class B Modified Required Amount Shortfall from a
Subordinate Series. If applicable, an amount equal to the lesser of
(A) the Class B Modified Required Amount Shortfall and
(B) funds, if any, available to pay such Class B Modified Required
Amount Shortfall from funds initially allocated to any Subordinate
Series
shall be deposited into the Series Distribution Account. The Class B Modified
Required Amount Shortfall shall be reduced by the amount of such deposit.
(20) Payment of the Class C Modified Required Amount Shortfall from a
Subordinate Series. If applicable, an amount equal to the lesser of
(A) the Class C Modified Required Amount Shortfall and
(B) funds, if any, available to pay such Class C Modified Required
Amount Shortfall from funds initially allocated to any Subordinate
Series
shall be deposited into the Series Distribution Account. The Class C Modified
Required Amount Shortfall shall be reduced by the amount of such deposit.
(21) Reimbursement of the Class A Cumulative Investor Charged-Off Amount
from a Subordinate Series. If applicable, an amount equal to the lesser of
(A) the Class A Cumulative Investor Charged-Off Amount and
(B) funds, if any, available to pay such Class A Cumulative
Investor Charged-Off Amount from funds initially allocated to any
Subordinate Series
shall be deposited into the Series Principal Collections Account. The Class A
Cumulative Investor Charged-Off Amount shall be reduced by the amount of such
deposit.
(22) Reimbursement of the Class B Cumulative Investor Charged-Off Amount
from a Subordinate Series. If applicable, an amount equal to the lesser of
(A) the Class B Cumulative Investor Charged-Off Amount and
(B) funds, if any, available to pay such Class B Cumulative
Investor Charged-Off Amount from funds initially allocated to any
Subordinate Series
shall be deposited into the Series Principal Collections Account. The Class B
Cumulative Investor Charged-Off Amount shall be reduced by the amount of such
deposit.
(23) Reimbursement of the Class C Cumulative Investor Charged-Off Amount
from a Subordinate Series. If applicable, an amount equal to the lesser of
(A) the Class C Cumulative Investor Charged-Off Amount and
(B) funds, if any, available to pay such Class C Cumulative
Investor Charged-Off Amount from funds initially allocated to any
Subordinate Series
shall be deposited into the Series Principal Collections Account. The Class C
Cumulative Investor Charged-Off Amount shall be reduced by the amount of such
deposit.
(24) Reallocations for the Class A Modified Required Amount Shortfall
from the Group Finance Charge Collections Reallocation Account. An amount
equal to the lesser of
(A) the Class A Modified Required Amount Shortfall and
(B) the product of
(x) a fraction the numerator of which is the Class A
Modified Required Amount Shortfall and the denominator of
which is the sum of the class modified required amount
shortfalls for all classes with the same alphabetical
designation for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions
in the applicable Series Supplements substantially similar to
the clauses preceding this clause (24)) and
(y) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any withdrawals
therefrom with respect to any other series pursuant to a
comparable clause in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account. The Class A
Modified Required Amount Shortfall shall be reduced by the amount of such
deposit.
(25) Reallocations for the Class B Modified Required Amount Shortfall
from the Group Finance Charge Collections Reallocation Account. An amount
equal to the lesser of
(A) the Class B Modified Required Amount Shortfall and
(B) the product of
(x) a fraction the numerator of which is the Class B
Modified Required Amount Shortfall and the denominator of
which is the sum of the class modified required amount
shortfalls for all classes with the same alphabetical
designation for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions
in the applicable Series Supplements substantially similar to
the clauses preceding this clause (25)) and
(y) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any withdrawals
therefrom with respect to any other series pursuant to a
comparable clause for any class with the same alphabetical
designation and after any withdrawals therefrom for the
benefit of all classes designated by higher letters of the
alphabet of such other series in the applicable Series
Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account. The Class B
Modified Required Amount Shortfall shall be reduced by the amount of such
deposit.
(26) Reallocations for the Class C Modified Required Amount Shortfall
from the Group Finance Charge Collections Reallocation Account. An amount
equal to the lesser of
(A) the Class C Modified Required Amount Shortfall and
(B) the product of
(x) a fraction the numerator of which is the Class C
Modified Required Amount Shortfall and the denominator of
which is the sum of the class modified required amount
shortfalls for all classes not initially rated by the Rating
Agencies for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions
in the applicable Series Supplements substantially similar to
the clauses preceding this clause (26)); provided, however,
that if any other series (or multiple other series) shall
have more than one unrated class, the class modified required
amount shortfall to be used in the denominator for each such
other series shall be the class modified required amount
shortfall for 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
(x) a fraction the numerator of which is the Class A
Cumulative Investor Charged-Off Amount and the denominator of
which is the sum of the class cumulative investor charged-off
amounts for all classes with the same alphabetical
designation for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions
in the applicable Series Supplements substantially similar to
the clauses preceding this clause (27)) and
(y) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any withdrawals
therefrom with respect to any other series pursuant to a
comparable clause in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Principal Collections Account. The Class
A Cumulative Investor Charged-Off Amount shall be reduced by the amount of such
deposit.
(28) Reallocations for the Class B Cumulative Investor Charged-Off
Amount from the Group Finance Charge Collections Reallocation Account. An
amount equal to the lesser of
(A) the Class B Cumulative Investor Charged-Off Amount and
(B) the product of
(x) a fraction the numerator of which is the Class B
Cumulative Investor Charged-Off Amount and the denominator of
which is the sum of the class cumulative investor charged-off
amounts for all classes with the same alphabetical
designation for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions
in the applicable Series Supplements substantially similar to
the clauses preceding this clause (28)) and
(y) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any withdrawals
therefrom with respect to any other series pursuant to a
comparable clause for any class with the same alphabetical
designation and after any withdrawals therefrom for the
benefit of all classes designated by higher letters of the
alphabet of such other series in the applicable Series
Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Principal Collections Account. The Class
B Cumulative Investor Charged-Off Amount shall be reduced by the amount of such
deposit.
(29) Allocations from the Group Finance Charge Collections Reallocation
Account for the payment of accrued Series Monthly Servicing Fees. An amount
equal to the lesser of
(A) all accrued but unpaid Series Monthly Servicing Fees and
(B) the product of
(x) a fraction the numerator of which is all accrued but
unpaid Series Monthly Servicing Fees and the denominator of
which is the sum of all accrued but unpaid monthly servicing
fees for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions
in the applicable Series Supplements substantially similar to
the clauses preceding this clause (29)) and
(y) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any withdrawals
therefrom with respect to any other series pursuant to a
comparable clause in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account.
(30) Reallocations for the Class C Cumulative Investor Charged-Off
Amount from the Group Finance Charge Collections Reallocation Account. An
amount equal to the lesser of
(A) the Class C Cumulative Investor Charged-Off Amount and
(B) the product of
(x) a fraction the numerator of which is the Class C
Cumulative Investor Charged-Off Amount and the denominator of
which is the sum of the class cumulative investor charged-off
amounts for all classes unrated by the Rating Agencies for
all series in the Group to which the Series established
hereby belongs (after giving effect to provisions in the
applicable Series Supplements substantially similar to the
clauses preceding this clause (30)); provided, however, that
if any other series (or multiple other series) shall have
more than one unrated class, the class cumulative investor
charged-off amount to be used in the denominator for each
such other series shall be the class cumulative investor
charged-off amount for the most senior unrated class for such
series for which the class cumulative investor charged-off
amount is greater than zero and
(y) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any withdrawals
therefrom with respect to any other series pursuant to a
comparable clause for any class with the same alphabetical
designation and after any withdrawals therefrom for the
benefit of all classes designated by higher letters of the
alphabet of such other series in the applicable Series
Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Principal Collections Account. The Class
C Cumulative Investor Charged-Off Amount shall be reduced by the amount of such
deposit.
(31) Reallocations for Swap Trust Payment Shortfalls or Class Coupon
Floor Payment Shortfalls from the Group Finance Charge Collections Reallocation
Account. An amount equal to the lesser of
(A) the Swap Trust Payment Shortfall or the Class Coupon Floor
Payment Shortfall, as applicable, and
(B) the product of
(x) a fraction, the numerator of which is the Swap Trust
Payment Shortfall or the Class Coupon Floor Payment
Shortfall, as applicable, and the denominator of which is the
sum of the swap trust payment shortfalls and class coupon
floor 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 class coupon floor
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 and class coupon
floor 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 Class C Excess Funding Amount 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 sum of the Class B Excess Funding Amount and 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
(B) the sum of any remaining Class C Excess Funding Amounts 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 Class C Excess Funding Amounts 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.
(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) the sum of any remaining Class B Excess Funding Amounts and
any remaining Class B Principal Collections less Series Yield
Collections allocable to the Class B Investor Interest
shall be withdrawn from the Series Collections Account and deposited into the
Series Principal Collections Account. The Class A Cumulative Investor Charged-
Off Amount shall be reduced by the amount of such deposit, and the Class B
Cumulative Investor Charged-Off Amount shall be increased by the amount of such
deposit.
(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 Class C Excess Funding Amounts 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.
(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
(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.
(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) Allocations of remaining amounts from the Group Finance Charge
Collections Reallocation Account to the Seller. An amount equal to all
remaining amounts on deposit in the Group Finance Charge Collections
Reallocation Account, after all other allocations from such Account pursuant to
the Series Supplements for any series in the Group to which the Series
established hereby belongs, shall be withdrawn from the Group Finance Charge
Collections Reallocation Account and paid to the Seller.
(44) Allocations from the Excess Funding Account (General) to the Series
Principal Collections Account. An amount equal to the product of
(A) a fraction the numerator of which is the Class A Investor
Interest and the denominator of which is the sum of (x) the Class A
investor interests plus (y) for each Series issued prior to Series
2000-2 for which Class B was not a Seller Retained Class, the Class
B investor interests 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 (44)) and
(B) the amount on deposit in the Excess Funding Account (General)
before any withdrawals therefrom with respect to any other series
pursuant to a comparable clause in the applicable Series
Supplements
shall be withdrawn from the Excess Funding Account (General) and deposited into
the Series Principal Collections Account.
(45) Allocations of Series Principal Collections. An amount equal to
the remaining amount on deposit in the Series Collections Account shall be
withdrawn from the Series Collections Account and deposited into the Series
Principal Collections Account.
(46) 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."
(47) Class B Rapid Amortization Amount. On each Distribution Date on or
after the Distribution Date on which the Class A Invested Amount is paid in
full, an amount equal to the lesser of
(A) the Class B Rapid Amortization Amount and
(B) amounts on deposit in the Series Principal Collections Account
shall be withdrawn from the Series Principal Collections Account and deposited
into the Series Distribution Account. The amount by which the Class B Rapid
Amortization Amount exceeds such deposit shall be the "Class B Rapid
Amortization Amount Shortfall."
(48) Class C Rapid Amortization Amount. On each Distribution Date on or
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."
(49) Allocations from the Group Principal Collections Reallocation
Account for the payment of the Class A Rapid Amortization Amount Shortfall. An
amount equal to the lesser of
(A) the Class A Rapid Amortization Amount Shortfall and
(B) the product of
(x) a fraction the numerator of which is the Class A Rapid
Amortization Amount Shortfall and the denominator of which is
the sum of the class rapid amortization amount shortfalls for
all classes with the same alphabetical designation for all
series in rapid amortization in the Group to which the Series
established hereby belongs (after giving effect to provisions
in the applicable Series Supplements substantially similar to
the clauses preceding this clause (49)) and
(y) the amount on deposit in the Group Principal Collections
Reallocation Account after all withdrawals therefrom with
respect to any other Series in their controlled accumulation
periods or controlled amortization period and before any
withdrawals therefrom with respect to any other series in
their rapid amortization periods 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.
(50) 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 (50)) and
(y) the amount on deposit in the Group Principal Collections
Reallocation Account after all withdrawals therefrom with
respect to any other Series in their controlled accumulation
periods or controlled amortization period and before any
withdrawals therefrom with respect to any other series in
their rapid amortization periods 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 B 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 C Rapid Amortization Amount Shortfall. An
amount equal to the lesser of
(A) the Class C Rapid Amortization Amount Shortfall and
(B) the product of
(x) a fraction the numerator of which is the Class C Rapid
Amortization Amount Shortfall and the denominator of which is
the sum of the class rapid amortization amount shortfalls for
all classes with the same alphabetical designation for all
series in rapid amortization in the Group to which the Series
established hereby belongs (after giving effect to provisions
in the applicable Series Supplements substantially similar to
the clauses preceding this clause (51)); 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 after all withdrawals therefrom with
respect to any other Series in their controlled accumulation
periods or controlled amortization period and before any
withdrawals therefrom with respect to any other series in
their rapid amortization periods 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 C Rapid
Amortization Amount Shortfall will be reduced by the amount of such deposit.
(52) 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.
(53) Additional Payment to Seller. An amount equal to all remaining
amounts on deposit in the Collections Account, after all other withdrawals from
such Account for any payment of any Class Controlled Amortization Amount or any
Class Controlled Accumulation Amount for any Class of any Series in its
Controlled Accumulation Period or Controlled Amortization Period, as
applicable, shall be withdrawn from the Collections Account and paid to the
Seller.
(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 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
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 (52) and all provisions similar to clause (52) 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
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 or Class Coupon Floor
Payments, as applicable, and
(B) the amount deposited in respect of the Interest Rate Swaps or
Class Coupon Floors, as applicable, 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
(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.
(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 for such
Principal Payment Date, 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
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 Principal Payment Date, an amount equal to the lesser
of
(x) the Class C Permitted Controlled Amortization Amount for
such Principal Payment Date, 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
the Class C Investor Certificateholders.
(C) 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.
(D) On each Class Expected Final Payment Date, an amount equal to
the lesser of
(x) the Class Invested Amount and
(y) the amount deposited into the Series Principal Funding
Account on such Distribution Date pursuant to Section 8
shall be withdrawn from the Series Principal Funding Account and shall be paid
to the Investor Certificateholders pursuant to Section 5.01 of the Pooling and
Servicing Agreement.
All amounts set forth in subsections (A), (C) and (D) 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. 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 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 Charge-Off 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 and Class Coupon Floor Agreement" .
(a) The Servicer may obtain Class Coupon Cap Agreements in favor of the
Trustee for the benefit of each Class or Subclass that does not have a fixed
Certificate Rate or Embedded Coupon Cap. If applicable, each such Class Coupon
Cap Agreement shall provide that (i) the Trust shall not be required to make
any payments thereunder and (ii) the Trust shall be entitled to receive
payments (determined in accordance with such Class Coupon Cap Agreement) from
the Coupon Cap Provider on an Interest Payment Date if LIBOR or the Commercial
Paper Rate (or such other index as determined by the Servicer, a "Substitute
Index"), as applicable, for the related Calculation Period exceeds the Class
Coupon Cap for the applicable Class or Subclass. Any Class Coupon Cap Payment
shall be made in accordance with Sections 8 and 9.
(b) The Servicer may cause the Trust to sell Class Coupon Floor
Agreements concurrently with its acquisition of Class Coupon Cap Agreements and
shall apply the proceeds of such sale to the acquisition of such Class Coupon
Cap Agreements. The Class Coupon Floor Agreements will require the Trust to
make payments to the Coupon Floor Purchaser on an Interest Payment Date if
LIBOR, the Commercial Paper Rate or a Substitute Index, as applicable, for the
related Calculation Period is less than the Class Coupon Floor for the
applicable Class or Subclass. Any Class Coupon Floor Payment shall be made in
accordance with Sections 8 and 9.
(c) The Trustee hereby appoints the Servicer to perform the duties of
the calculation agent under the Class Coupon Cap Agreement and the Class Coupon
Floor Agreement and the Servicer accepts such appointment.
(d) The Servicer may at any time direct the Trustee to terminate any
Class Coupon Cap Agreement if such termination is permitted at such time under
the terms of the applicable Class Coupon Cap Agreement. Any proceeds of such
termination or sale shall, at the Servicer's election, either be (i) used to
obtain a replacement Class Coupon Cap Agreement or (ii) applied as a Class
Coupon Cap Payment in accordance with Section 8.
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 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); or
(g) 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;
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 subparagraph (g), 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-Owned 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 Class that was a Seller-Owned Class on the Series Closing
Date, 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-Owned
Class (except as otherwise provided in Section 8) until all Classes of Investor
Certificates senior to such Seller-Owned 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" .
(a) If the Series Term Sheet for the Series established hereby so
provides, the Servicer may elect, by written notice to the Trustee, the Seller,
the Rating Agencies and the Third Party Credit Enhancement Provider, to delay
the commencement of the Controlled Accumulation Period and, if applicable, to
delay or accelerate the accumulation of Class B principal, and extend the
length of the Revolving Period, subject to the conditions set forth in this
Section 19; provided, however, that the Controlled Accumulation Period shall
commence no later than the first day of the Due Period related to the Class A
Expected Final Payment Date; and provided, further, that the accumulation of
Class B principal shall not commence more than three Distribution Dates prior
to the Class B Expected Final Payment Date unless Standard & Poor's has
confirmed in writing that it will not lower or withdraw its rating on any Class
of any Series then outstanding as a result of such accumulation. Any such
election by the Servicer shall be made no later than the last day of the last
scheduled Due Period of the Revolving Period (including any prior extension of
the Revolving Period pursuant to this Section 19); provided, however, that the
Servicer may elect to accelerate accumulation of Class B principal at any time,
so long as such election is made no later than the last day of the Due Period
related to the first Distribution Date on which a Class B principal deposit
will be made. The Servicer may make such election only if the following
conditions are satisfied: (i) the Servicer shall have delivered to the Trustee
a certificate to the effect that the Servicer reasonably believes that the
delay in the commencement of the Controlled Accumulation Period and, if
applicable, the delay or acceleration of the accumulation of Class B principal,
would not result in the Class Invested Amount with respect to any Class of the
Series established hereby not being paid in full on the relevant Class Expected
Final Payment Date, a copy of which will have been provided to the Rating
Agencies; (ii) the amount to be deposited in the Series Principal Funding
Account in respect of the Class Controlled Accumulation Amount for each Class
on each Distribution Date shall have been specified; and (iii) the sum of the
Class Controlled Accumulation Amounts so specified for each Class for each
Distribution Date occurring on or prior to the applicable Class Expected Final
Payment Date shall equal the applicable Class Initial Investor Interest.
(b) If, on or prior to the date on which the Servicer elects to delay
the commencement of the Controlled Accumulation Period and, if applicable, the
accumulation of Class B principal, SRFG has entered into a commitment to sell a
new Series to one or more third parties, the Servicer may consider the issuance
of such new Series and the availability of proceeds therefrom in delivering the
certificate required pursuant to subsection (a)(i) above; provided, however,
that the Servicer shall only consider such commitment in delivering such
certificate if the following conditions are satisfied:
(i) the Servicer has no reason to believe that the conditions to
issue a new Series set forth in Section 6.07 will not be able to be
satisfied at the time such new Series is scheduled to be sold pursuant to
the commitment;
(ii) each of the Rating Agencies has confirmed in writing that it
will not lower or withdraw its ratings of any Class of Investor
Certificates of the Series established hereby if the Servicer relies on
such commitment to issue such certificate;
(iii) the commitment requires the applicable third parties to
purchase the new Series, or the applicable Investor Certificates thereof,
no later than the Class A Expected Final Payment Date, subject to
reasonable closing conditions; and
(iv) the Seller has agreed in writing to deposit a specified
amount of proceeds from such sale into the Series Principal Funding
Account for the Series established hereby on the date such proceeds are
received.
(c) If the Servicer has elected to delay the commencement of the
Controlled Accumulation Period, or, if applicable, to delay or accelerate the
accumulation of Class B principal, the Seller shall not be permitted to require
reassignment to it of Receivables from the Trust pursuant to Section 2.09 of
the Pooling and Servicing Agreement or to terminate any commitment relied on by
the Servicer pursuant to subsection (b) above unless the Servicer shall have
delivered to the Trustee a certificate to the effect that the Servicer
reasonably believes that the reassignment of the Receivables or termination of
such commitment would not result in the Class Invested Amount with respect to
any Class of the Series established hereby not being paid in full on the
relevant Class Expected Final Payment 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."
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.
SECTION 22. Sale or Transfer of Seller-Owned Classes." On any date that is at
least two months prior to the start of the Controlled Accumulation Period 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-Owned
Class of Investor Certificates (the "Purchased Class") of the Series established
hereby (the "Seller-Owned 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-Owned Class Purchase Date, the Seller shall give notice to the
Trustee, the Servicer and the Rating Agencies of such sale or transfer,
the Seller-Owned Class Purchase Date, and the increase in the Certificate
Rate for such Purchased Class, if any;
(ii) On or before the Seller-Owned 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-Owned Class Purchase Date, the Seller
shall have delivered to the Trustee an Officer's Certificate dated as of
the Seller-Owned Class Purchase Date, stating that the Seller reasonably
believes that the sale of such Seller-Owned Class will not have a
material adverse effect on any other outstanding Class of the Series;
(iv) As of the Seller-Owned Class Purchase 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-Owned Class sold pursuant to this Section 22 shall no longer be
considered an Seller-Owned 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. Monthly Deposits. If at any time the short-term debt rating
of Sears is reduced below A-1/P-1 by Standard & Poor's or ▇▇▇▇▇'▇, as
applicable, or if at any time Sears is not the Servicer, the Servicer shall
deposit, with respect to this Series, an amount into the Collections Account
equal to the following:
(a) On the third Business Day of each month an amount equal to the sum
of the Class Modified Required Amounts for all Classes of this
Series for the related Distribution Date; provided that for any
date prior to the applicable LIBOR Determination Date, the Class
Modified Required Amount for each Class for the related
Distribution Date shall be deemed to be 120% of the Class Modified
Required Amount for such Class for the immediately preceding
Distribution Date; and provided, further that the Servicer shall
deposit on the LIBOR Determination Date the positive difference,
if any, between the amount so deposited on the third Business Day
of the month and the sum of the Class Modified Required Amounts
for all Classes for this Series;
(b) On the third Business Day of each month if such month is in the
Controlled Accumulation Period, the sum of the Class A Controlled
Accumulation Amount and the Class B Controlled Accumulation Amount
for the related Distribution Date; and
(c) On the third Business Day of each month if such month is in the
Rapid Amortization Period, an amount equal to the lesser of (i)
the estimated Series Principal Collections that the Servicer
reasonably expects to collect on behalf of the Trust during such
month and (ii) the sum of the Class A Investor Interest and the
Class B Investor Interest;
provided, however, that the Servicer shall only be required to deposit such
amounts to the extent that it reasonably believes that it will collect an
amount equal to such amounts on behalf of the Trust with respect to this
Series during such month; provided, further, that the Servicer may require the
Trustee to withdraw from the Collections Account and pay to it on the first
day of the succeeding month, and the Trustee shall so withdraw and pay, any
amount by which the amount so deposited exceeds the sum of Series Finance
Charge Collections and Series Principal Collections actually collected by the
Servicer on behalf of the Trust during such month; and provided, further, that
the Servicer may, instead of depositing the amounts described on the dates
specified above, or shall, if the Servicer expects to be unable to deposit
amounts described above on the dates specified above, (x) deposit with respect
to each Business Day of the month an amount equal to the sum of the Series
Finance Charge Collections and Class C Principal Collections actually received
on such Business Day, until the amount so deposited equals the amount in
clause (a), and (y) if such month is during the Controlled Accumulation Period
or the Rapid Amortization Period, deposit with respect to each Business Day of
the month an amount equal to the sum of the Class A and Class B Principal
Collections, plus Class C Principal Collections in excess of those deposited
pursuant to clause (x), actually received on such Business Day, until the
amount so deposited equals the amount in clause (b), if such Business Day is
during the Controlled Accumulation Period, or until the amount so deposited
equals the sum of the Class A Investor Interest and the Class B Investor
Interest, if such Business Day is during the Rapid Amortization Period, in
each case no later than two Business Days after the Date of Processing of such
Collections.
In the event that on any day following the LIBOR Determination Date with
respect to the Interest Accrual Period immediately preceding any Distribution
Date, amounts deposited in the Collections Account with respect to clause (a)
of this Section exceed the sum of the Class Modified Required Amounts for all
Classes of this Series, then the Trustee shall, if so instructed in writing by
the Servicer, withdraw the amount of such excess from the Collections Account
and transfer it to the Servicer.
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.
SECTION 30. Perfection Representations. The representations, warranties
and covenants set forth in Schedule 1 attached hereto shall be a part of this
Series Supplement for all purposes.
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. _______
FLOATING RATE 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 ▇▇▇▇▇,
▇▇▇▇▇▇▇ 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. 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:
FORM OF THE REVERSE OF THE CLASS A CERTIFICATES]
[For a Bullet 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
"Floating Rate 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 "Floating Rate
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, (b) the aggregate amount of Investor Losses for such Class
not reimbursed prior to such Distribution Date and (c) the aggregate amount of
losses of principal on investments of funds on deposit for the benefit of such
Class in the Series Principal Funding Account. 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, and during the Controlled Accumulation Period, 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. Principal on the Class A Certificates is scheduled
to be paid in a single payment on the Distribution Date in _________ (the
"Class A Expected Final Payment Date"), but may be paid sooner or later and in
installments if a Rapid Amortization Event occurs. During the Rapid
Amortization Period, if any, Certificate Interest and Certificate Principal
collected by the Servicer will be distributed to the Class A
Certificateholders on the Distribution Date of each calendar month, commencing
in the month following the commencement of the Rapid Amortization Period. In
any event, the final payment of principal will be made no later than the first
Business 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.
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.
[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
EXHIBIT A-2
FORM OF CLASS B CERTIFICATE
[FORM OF THE FACE OF THE CLASS B CERTIFICATES]
UNLESS THIS CLASS B CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS B CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND
ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS CLASS B CERTIFICATE 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.
NO. _______ $_______
CUSIP NO. _______
FLOATING RATE 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 CEDE & CO. (the "Class B Certificateholder") is the
registered owner of a Fractional Undivided Interest in Sears Credit Account
Master Trust II (the "Trust"), the corpus of which consists of a portfolio of
receivables (the "Receivables") existing as of the Cut-Off Date (or, with
respect to Receivables in Additional Accounts, as of the applicable Additional
Account Cut-Off Date) or thereafter created under certain open-end retail
charge plans for specified Persons (the "Accounts") originated by ▇▇▇▇▇,
▇▇▇▇▇▇▇ 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.
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:
[FORM OF THE REVERSE OF THE CLASS B CERTIFICATES]
[For a Bullet Structure]
It is the intent of SRFG and the Investor Certificateholders that, for
federal, state and local income and franchise tax purposes only, the Investor
Certificates will be evidence of indebtedness. SRFG and the Class B
Certificateholder, by the acceptance of this Class B Certificate, agree to
treat this Class B Certificate for federal, state and local income and
franchise tax purposes as indebtedness secured by the Receivables and other
assets held in the Trust.
To the extent not defined herein, the capitalized terms used herein have
the meanings assigned in the Pooling and Servicing Agreement or the Series
Supplement. This Class B Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling and Servicing Agreement and
the Series Supplement, to which Pooling and Servicing Agreement and Series
Supplement, as each may be amended from time to time, the Class B
Certificateholder by virtue of the acceptance hereof assents and by which the
Class B Certificateholder is bound.
This Class B Certificate is one of a series of Certificates entitled
"Floating Rate 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
"Floating Rate 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 the Class B Certificateholders prior
to such Distribution Date, (b) the aggregate amount of Investor Losses for
such Class not reimbursed prior to such Distribution Date and (c) the
aggregate amount of losses of principal on investments in funds on deposit for
the benefit of such Class in the Series Principal Funding Account. 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, and during the Controlled Accumulation Period,
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 B
Certificateholders of record as of the last day of the month preceding the
related Distribution Date. Principal on the Class B Certificates is scheduled
to be paid in a single payment on the Distribution Date in _________ (the
"Class B Expected Final Payment Date"), but may be paid sooner or later or in
installments under certain circumstances. During the Rapid Amortization
Period, if any, Certificate Interest and Certificate Principal collected by
the Servicer will be distributed to the Class B Certificateholders on the
Distribution Date of each calendar month, commencing in the month following
the commencement of the Rapid Amortization Period; provided, however, that no
Certificate Principal will be distributed to the Class B Certificateholders
until the Class A Investor Interest has been reduced to zero. The rights of
the Class B Certificateholders to receive the distributions to which they
would otherwise be entitled on the Receivables will be subordinated to the
rights of the Class A Certificateholders and the Servicer to the extent
described in the Pooling and Servicing Agreement and Series Supplement. In
any event, the final payment of principal will be made no later than the first
Business 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 Class B Certificateholder of record
appearing in the Certificate Register (except for the final distribution in
respect of this Class B Certificate) without the presentation or surrender of
this Class B Certificate or the making of any notation thereon, except that
with respect to Class B Certificates registered in the name of CEDE & CO., the
nominee registrant for the Depository Trust Company, distributions will be
made in the form of immediately available funds.
This Class B Certificate does not represent an obligation of, or an
interest in, SRFG or the Servicer. This Class B Certificate is limited in
right of payment to certain Collections respecting the Receivables, all as
more specifically set forth hereinabove and in the Pooling and Servicing
Agreement and the Series Supplement.
The Pooling and Servicing Agreement permits, with certain exceptions,
the amendment and modification of the rights and obligations of the Servicer,
and the rights of Investor Certificateholders under the Pooling and Servicing
Agreement and Series Supplement, at any time by the Servicer, the Seller and
the Trustee in certain cases (some of which require written confirmation from
the Rating Agencies that such amendment will not cause a Ratings Event)
without the consent of the Investor Certificateholders, and in all other cases
with the consent of the Investor Certificateholders owning Fractional
Undivided Interests aggregating not less than 66-2/3% of the Class Invested
Amount of each such affected Class (and with written confirmation from the
Rating Agencies that such amendment will not cause a Ratings Event); provided,
however, that no such amendment shall (a) increase or reduce in any manner the
amount of, or delay the timing of, distributions which are required to be made
on any Investor Certificate without the consent of the affected Investor
Certificateholders or (b) reduce the aforesaid percentage required to consent
to any such amendment, without the consent of each Investor Certificateholder
of each affected Class then of record. Any such amendment and any such
consent by 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 the Class B Certificateholder or the Class B Certificateholder's attorney
duly authorized in writing, and thereupon one or more new Class B Certificates
of authorized denominations and for the same aggregate Fractional Undivided
Interest will be issued to the designated transferee or transferees.
The transfer of this Class B Certificate is subject to certain
restrictions set forth in the Pooling and Servicing Agreement. In no event
shall this Class B Certificate, or any interest herein, be transferred to an
employee benefit plan, trust or account subject to the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or described in Section
4975(e)(1) of the Internal Revenue Code. Any Holder of this Class B
Certificate, by its acceptance hereof, shall be deemed to represent and
warrant that it is not (i) an employee benefit plan (as defined in Section
3(3) of ERISA), that is subject to Title I of ERISA, (ii) a plan described in
Section 4975(e)(1) of the Internal Revenue Code, and not excepted under
Section 4975(g), or (iii) an entity using assets to purchase such Certificate
which constitute plan assets by reason of a plan's investment in such Holder.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Class B Certificates are exchangeable
for new Class B Certificates evidencing like aggregate Fractional Undivided
Interests, as requested by 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.
[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
EXHIBIT A-3
FORM OF CLASS C CERTIFICATE
[FORM OF THE FACE OF THE CLASS C CERTIFICATE]
THIS CLASS C CERTIFICATE MAY NOT BE TRANSFERRED TO AN EMPLOYEE BENEFIT
PLAN, TRUST OR ACCOUNT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED, OR DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED.
THIS CLASS C CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE
CLASS A CERTIFICATES, THE CLASS B CERTIFICATES AND TO THE RIGHTS OF THE
SERVICER AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT AND SERIES
SUPPLEMENT REFERRED TO HEREIN.
THIS CLASS C CERTIFICATE MAY NOT BE TRANSFERRED, ASSIGNED, EXCHANGED OR
OTHERWISE CONVEYED WITHOUT SATISFACTION OF CERTAIN CONDITIONS SET FORTH IN THE
SERIES SUPPLEMENT REFERRED TO HEREIN.
THE SECURITIES REPRESENTED BY THIS CLASS C CERTIFICATE HAVE NOT BEEN
REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED
OR SOLD UNLESS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION
OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED AND THE SATISFACTION OF
CERTAIN OTHER REQUIREMENTS SPECIFIED IN THE POOLING AND SERVICING AGREEMENT
AND SERIES SUPPLEMENT REFERRED TO HEREIN.
NO. _______ $______
CLASS C MASTER TRUST CERTIFICATE, SERIES ______
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") 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:
[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 "Floating Rate Class A
Master Trust Certificates, Series ______" (the "Class A Certificates") and
"Floating Rate 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 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, if any, which begins on the day following
the Series Cut-Off Date, and during the Controlled Accumulation Period,
Certificate Interest, if any, 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, and Certificate Principal collected by the Servicer will also be so
distributed if permitted by the Rating Agencies. During the Rapid
Amortization Period, if any, Certificate Interest, if any, and Certificate
Principal collected by the Servicer will be distributed to SRFG on the
Distribution Date of each calendar month, commencing in the month following
the commencement of the 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
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 with respect to the Class C
Certificates on such Distribution Date. Distributions with respect to this
Class C Certificate will be made by the Paying Agent by check mailed to the
address of SRFG (except for the final distribution in respect of this Class C
Certificate) without the presentation or surrender of this Class C Certificate
or the making of any notation thereon.
This Class C Certificate does not represent an obligation of, or an
interest in, SRFG or the Servicer. This Class C Certificate is limited in
right of payment to certain Collections respecting the Receivables, all as
more specifically set forth hereinabove and in the Pooling and Servicing
Agreement and the Series Supplement.
The Pooling and Servicing Agreement permits, with certain exceptions,
the amendment and modification of the rights and obligations of the Servicer,
and the rights of Investor Certificateholders under the Pooling and Servicing
Agreement and Series Supplement, at any time by the Servicer, the Seller and
the Trustee in certain cases (some of which require written confirmation from
the Rating Agencies that such amendment will not cause a Ratings Event)
without the consent of the Investor Certificateholders, and in all other cases
with the consent of the Investor Certificateholders owning Fractional
Undivided Interests aggregating not less than 66-2/3% of the Class Invested
Amount of each such affected Class (and with written confirmation from the
Rating Agencies that such amendment will not cause a Ratings Event); provided,
however, that no such amendment shall (a) increase or reduce in any manner the
amount of, or delay the timing of, distributions which are required to be made
on any Investor Certificate without the consent of the affected Investor
Certificateholders or (b) reduce the aforesaid percentage required to consent
to any such amendment, without the consent of each Investor Certificateholder
of each affected Class then of record. Any such amendment and any such
consent by SRFG shall be conclusive and binding on such Class C
Certificateholder and upon all future Holders of this Class C Certificate and
of any Class C Certificate issued in exchange hereof or in lieu hereof whether
or not notation thereof is made upon this Class C Certificate.
The transfer of this Class C Certificate shall be registered in the
Certificate Register upon surrender of this Investor Certificate for
registration of transfer at any office or agency maintained by the Transfer
Agent and Registrar accompanied by a written instrument of transfer in a form
satisfactory to the Trustee and the Transfer Agent and Registrar duly executed
by SRFG or such Class C Certificateholder's attorney duly authorized in
writing, and thereupon one or more new Class C Certificates of authorized
denominations and for the same aggregate Fractional Undivided Interest will be
issued to the designated transferee or transferees.
The transfer of this Class C Certificate is subject to certain
restrictions set forth in the Pooling and Servicing Agreement. In no event
shall this Class C Certificate, or any interest therein, be transferred to an
employee benefit plan, trust or account subject to the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or described in Section
4975(e)(1) of the Internal Revenue Code. Any Holder of this Class C
Certificate, by its acceptance hereof, shall be deemed to represent and
warrant that it is not (i) an employee benefit plan (as defined in Section
3(3) of ERISA), that is subject to Title I of ERISA, (ii) a plan described in
Section 4975(e)(1) of the Internal Revenue Code, and not excepted under
Section 4975(g), or (iii) an entity using assets to purchase such Certificate
which constitute plan assets by reason of a plan's investment in such Holder.
The transfer of this Class C Certificate is subject to certain further
restrictions and the fulfillment of certain conditions as set forth in the
Series Supplement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Class C Certificates are exchangeable
for new Class C Certificates evidencing like aggregate Fractional Undivided
Interests, as requested by SRFG. No service charge may be imposed for any
such exchange but the Servicer or Transfer Agent and Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith.
The Servicer, the Trustee, the Paying Agent and the Transfer Agent, and
any agent of any of them, may treat the person in whose name this Class C
Certificate is registered as the owner hereof for all purposes, and neither
the Servicer, the Trust nor the Trustee, the Paying Agent, the Transfer Agent,
nor any agent of any of them or any such agent shall be affected by notice to
the contrary except in certain circumstances described in the Pooling and
Servicing Agreement.
Subject to certain conditions in the Pooling and Servicing Agreement and
the Series Supplement, if the principal of the Investor Certificates has not
been paid in full prior to the Series Termination Date, the obligations
created by the Pooling and Servicing Agreement and the Series Supplement with
respect to the Investor Certificates shall terminate on the Series Termination
Date.
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Class C Certificates referred to in the within
mentioned Pooling and Servicing Agreement and Series Supplement.
BANK ONE, NATIONAL ASSOCIATION
as Trustee
By:__________________________
Authorized Officer
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 2001-2 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 1995-5 Investor Interest $____________
Series 1996-1 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 1999-3 Investor Interest $____________
Series 2000-1 Investor Interest $____________
Series 2000-2 Investor Interest $____________
Series 2000-3 Investor Interest $____________
Series 2000-4 Investor Interest $____________
Series 2001-1 Investor Interest $____________
Series 2001-2 Investor Interest $____________
Series 2001-3 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 $____________
3. Allocation of Collections During the Due Period
(a) TOTAL COLLECTIONS $____________
Principal Receivables Collected $____________
Finance Charge Receivables Collected $____________
Recovered Amounts added as Additional Funds$____________
Investment Income $____________
Additional
Finance Charge Principal Allocable
Collections Collections Amounts
(b) ALLOCATION OF
COLLECTIONS WITH
RESPECT TO THE
INVESTOR INTEREST
AND THE SELLER
I NTEREST
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 Principal Payments
Amount Distributed Total Distributions
this Due Period through this Due Period
SERIES ______ BY CLASS
(a) Class A $____________ $___________
(b) Class B $____________ $___________
(c) Class C $____________ $___________
5. Information Concerning Principal Deposits
Total Amount on Deposit
Amount Deposited in the Series Principal
this Distribution Date Funding Account
SERIES ______ BY CLASS
(a) Class A $____________ $___________
(b) Class B $____________ $___________
(c) Class C $____________ $___________
6. 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) $___________
7. Investor Losses
Total
(a) Group One $___________
(b) Series ______ $___________
(c) Series ______ by Class
Class A $___________
Class B $___________
Class C $___________
8. Monthly Servicing Fee Payable This Due Period
SELLER SERVICING FEE $___________
INVESTOR SERVICING FEE
(a) Group One $___________
(b) Series ______ $___________
9. 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
Series Finance Charge Collections, Investment
Income and Recovered Amounts minus the sum
of the Series Charged-Off Amount, the Investor
Servicing Fee and the Certificate Interest
divided by the Series Invested Amount) ___________%
(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) ___________%
10. Summary Delinquency Aging Information
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 end 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:________________________________________
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 $______
10. The aggregate amount of Investment Income for the related
Due Period is equal to $______
Section 2: 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 3: Series 1996-1
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 $______
Section 4: 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 5: 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 $______
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 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 7: 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 $______
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 1998-1
11. 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 9: 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 10: 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 $______
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 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 12: Series 1999-3
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 13: Series 2000-1
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 $______
Section 14: Series 2000-2
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 2000-3
11. 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 16: Series 2000-4
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 $______
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.
Section 17: Series 2001-1
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 $______
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.
Section 18: Series 2001-2
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 $______
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.
Section 18: Series 2001-2
11. 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 $______
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.
Section 19: Series 2001-3
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 $______
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.
Section 20: 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 $______
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 ____________, 20__.
SEARS, ▇▇▇▇▇▇▇ AND CO.,
as Servicer
By:____________________________________
Name:
Title:
Schedule 1
PERFECTION REPRESENTATIONS, WARRANTIES
AND COVENANTS
(a) Seller hereby represents, warrants and covenants to the Trust as
follows as of the Series Closing Date:
(1) The Pooling and Servicing Agreement or the appropriate
Assignment as the case may be, creates either (A) a valid transfer to
the Trust of all right, title and interest of Seller in, to and under
the Receivables conveyed to the Trust pursuant to Section 2.01 of the
Pooling and Servicing Agreement, and such property will be held by the
Trust free and clear of any Lien of any Person claiming through or under
Seller, except for (w) the interests of the Trustee and the
Certificateholders, (x) Liens permitted pursuant to paragraph (a) (3)
below, or (y) the interests of the Seller as holder of the Seller
Certificate or (B) a valid and continuing security interest (as defined
in the applicable Uniform Commercial Code) in the Receivables in favor
of the Trust, which is enforceable with respect to existing Receivables
in the Accounts on the Series Closing Date, and, with respect to
Receivables thereafter arising in the Accounts at the time such
Receivables arise. If the Pooling and Servicing Agreement or the
appropriate Assignment, as the case may be, constitutes the grant of a
security interest to the Trust in the Receivables, such security
interest is, and in the case of Receivables created after the Series
Closing Date, upon the creation thereof will be, prior to all other
Liens (other than Liens permitted pursuant to paragraph (a) (3) below).
(2) The Receivables constitute "accounts" within the meaning of
the applicable Uniform Commercial Code.
(3) Immediately prior to the conveyance of the Receivables
pursuant to the Pooling and Servicing Agreement, Seller owns and has
good and marketable title to, or has a valid security interest in, the
Receivables free and clear of any Lien, claim or encumbrance of any
Person; provided that nothing in this paragraph (a) (3) shall prevent or
be deemed to prohibit Seller from suffering to exist upon any of the
Receivables any Liens for any taxes if such taxes shall not at the time
be due and payable or if Sears or Seller, as applicable, shall
currently be contesting the validity thereof in good faith by
appropriate proceedings and shall have set aside on its books adequate
reserves with respect thereto.
(4) Seller has caused the filing of all appropriate financing
statements in the proper filing office in the appropriate jurisdictions
under applicable law in order to perfect the sale of the Receivables
from the Seller to the Trust, and the security interest granted to the
Trust under the Pooling and Servicing Agreement in the Receivables
arising thereunder.
(5) Other than the transfer of the Receivables to the Trust
pursuant to the Pooling and Servicing Agreement, Seller has not pledged,
assigned, sold, granted a security interest in, or otherwise conveyed
any of the Receivables. Seller has not authorized the filing of and is
not aware of any financing statements against Seller that include a
description of collateral covering the Receivables.
(6) Notwithstanding any other provision of the Pooling and
Servicing Agreement, the representations and warranties set forth in
this Schedule 1 shall be continuing, and remain in full force and
effect, until such time as all Investor Certificates have been finally
and fully paid.
(b) Trustee covenants that it shall not without first satisfying the
Rating Agency Condition waive a breach of any representation or warranty set
forth in this Schedule 1.
(c) Servicer covenants that, in order to evidence (i) the interests of
the Bank and Sears under the Assignment of Accounts and Sale of Receivables
Agreement dated as of September 15, 1994, between the Bank and Sears, and (ii)
the interests of Sears and the Seller under (A) the First Amended and Restated
Contribution Agreement dated as of July 31, 1994, between Sears and the
Seller, (B) the First Amended and Restated Purchase Agreement dated as of July
31, 1994, between Sears and the Seller, and (c) the Receivables Warehouse
Agreement dated as of December 21, 1995 between Sears and the Seller, (iii)
the interests of Seller and the Trust under the Pooling and Servicing
Agreement, Servicer shall take such action, or execute and deliver such
instruments as may be necessary or advisable (including, without limitation,
such actions as are requested by Trustee) to maintain and perfect, as a first
priority interest, Sears', Seller's or the Trust's, security interest in the
Receivables.
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 ______
TABLE OF CONTENTS
Page
SEARS CREDIT ACCOUNT MASTER TRUST II 1
ANNEX 1
SECTION 1. Definitions. 1
SECTION 2. Subordination. 20
SECTION 3. Representations and Warranties of the Seller. 20
SECTION 4. Representations and Warranties of the Servicer 20
SECTION 5. Representations and Warranties of the Trustee 21
SECTION 6. Authentication of Certificates 21
SECTION 7. Establishment and Administration of Investor
Accounts and the Third Party Credit Enhancement Account 21
SECTION 8. Allocations of Collections. 26
SECTION 9. Payments 78
SECTION 10. Third Party Credit Enhancement 82
SECTION 11. Calculation of Investor Losses 83
SECTION 12. Servicing Compensation 83
SECTION 13. Class Coupon Cap Agreement and Class Coupon Floor Agreement 84
SECTION 14. Interest Rate Swaps 84
SECTION 15. Investor Certificateholders' Monthly Statement 85
SECTION 16. Monthly Servicer Certificate. 85
SECTION 17. Additional Rapid Amortization Events 85
SECTION 18. Purchase of Investor Certificates and Series Termination 86
SECTION 19. Variable Accumulation Period 87
SECTION 20. Series Yield Factor 88
SECTION 21. Issuance of Additional Investor Certificates. 88
SECTION 22. Sale or Transfer of Seller-Owned Classes. 89
SECTION 23. Paired Series. 90
SECTION 24. Monthly Deposits 90
SECTION 25. Ratification of Pooling and Servicing Agreement 91
SECTION 26. Counterparts 91
SECTION 27. Book-Entry Certificates 91
SECTION 28. [ISSUANCE OF NEW SERIES] 93
SECTION 29. Governing Law 93
SECTION 30. Perfection Representations 91
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
SCHEDULE I Perfection Representations, Warranties and Covenants