EXHIBIT 99
ASSIGNMENT OF ADDITIONAL ACCOUNTS
ASSIGNMENT NO. 8 OF ADDITIONAL ACCOUNTS, dated as of June 29, 1998, by
SRFG, Inc. (formerly Sears Receivables Financing Group, Inc.), a Delaware
corporation (the "Seller"), to The First National Bank of Chicago, a
national banking association organized and existing under the laws of the
United States of America (the "Trustee") pursuant to the Pooling and
Servicing Agreement referred to below.
WITNESSETH:
WHEREAS, the Seller and the Trustee are parties to the Pooling and
Servicing Agreement, as amended, dated as of July 31, 1994 (hereinafter as
such agreement may have been, or may from time to time be, amended,
supplemented or otherwise modified, the "Pooling and Servicing Agreement");
WHEREAS, pursuant to the Pooling and Servicing Agreement, the Seller wishes
to designate Additional Accounts of the Seller to be included as Accounts
and to convey the Receivables of such Additional Accounts, now existing and
hereafter created, to the Trustee as part of the corpus of the Trust (as
each such term is defined in the Pooling and Servicing Agreement); and
WHEREAS, the Trustee is willing to accept such designation and conveyance
subject to the terms and conditions hereof;
NOW THEREFORE, the Seller and the Trustee hereby agree as follows:
1. Defined Terms. All capitalized terms defined in the Pooling and
Servicing Agreement and used herein shall have such defined meanings when
used herein, unless otherwise defined herein.
"Addition Date" shall mean, with respect to the Additional Accounts
designated hereby, June 29, 1998.
"Additional Account Cut-Off Date" shall mean, with respect to the
Additional Accounts designated hereby, the first day of the Due Period
ending in June 1998.
2. Designation of Additional Accounts. The Seller does hereby deliver
herewith a microfiche list containing a true and complete list of each
credit account which as of the Addition Date shall be deemed to be an
Additional Account, such accounts being identified by account number. Such
list is marked as Schedule 1 to this Assignment and is hereby incorporated
into and made a part of this Assignment and Schedule 1 attached to the
Pooling and Servicing Agreement.
3. Conveyance of Receivables. (a) The Seller hereby sells, transfers,
assigns and otherwise conveys to the Trust for the benefit of the
Certificateholders, without recourse on and after the Additional Account
Cut-Off Date, all right, title and interest of the Seller in and to the
Receivables then existing and thereafter created in the Additional Accounts
designated hereby, all monies due or to become due with respect thereto,
all proceeds (as defined in Article 9 of the UCC as in effect in the State
of New York) of such Receivables and Insurance Proceeds, if any, relating
thereto. In the event such sale, transfer, assignment or conveyance is
deemed not to constitute a valid transfer and assignment to the Trust of
all right, title and interest of SRFG in and to such property, the Seller
does hereby grant to the Trust a security interest therein to secure the
obligations of Seller under this Assignment of Additional Accounts and the
Pooling and Servicing Agreement.
(b) In connection with such sale, the Seller agrees to record and file, at
its own expense, a financing statement with respect to the Receivables now
existing and hereafter created in the Additional Accounts designated hereby
(which may be a single financing statement with respect to all such
Receivables) for the sale of accounts, general intangibles or chattel paper
as defined in Article 9 of the UCC as in effect in the State of New York,
meeting the requirements of applicable state law in such manner and in such
jurisdictions as are necessary to perfect the sale and assignment of such
Receivables to the Trust, and to deliver a file-stamped copy of such
financing statement or other evidence of such filing (which may, for
purposes of this Section 3, consist of telephone confirmation of such
filing) to the Trustee on or prior to the date of this Assignment.
(c) In connection with such sale, the Seller further agrees, at its own
expense, on or prior to the date of this Assignment to indicate, or to
cause to be indicated, in the computer files of Sears or one of its
affiliates, as applicable, that Receivables created in connection with the
Additional Accounts designated hereby have been sold to the Trustee
pursuant to this Assignment for the benefit of the Certificateholders.
Sears as Servicer hereby confirms that the computer records of Sears
indicate that the Receivables in the Additional Accounts have been
transferred to the Trust.
(d) The parties intend that if the sale, transfer, assignment or
conveyance hereunder is not deemed to be a sale, the Seller shall be deemed
hereunder to have granted to the Trustee a first perfected security
interest in all of the Seller's right, title and interest in, to and under
the Receivables, all payments on such Receivables, and all proceeds if any
thereof, and that this Agreement shall constitute a security agreement
under applicable law.
(e) The conveyance of existing or future Receivables to the Trust, or
grant of a security interest therein, under this Assignment shall, in the
case of Receivables arising under a Credit Agreement that constitutes
chattel paper or a part of chattel paper, be deemed to include a conveyance
of, or grant of a security interest in, such chattel paper to the extent
necessary to fully perfect the interest of the Trust and the Trustee for
the benefit of Certificateholders in such Receivables.
4. Acceptance by Trustee. Subject to the satisfaction of the conditions
set forth in Section 6, the Trustee hereby acknowledges its acceptance on
behalf of the Trust of all right, title and interest previously held by the
Seller in and to the Receivables now existing and hereafter created in the
Additional Accounts designated hereby, and declares that it shall maintain
such right, title and interest, upon the trust herein set forth, for the
benefit of all Certificateholders. The Trustee further acknowledges that
prior to or simultaneously with the execution and delivery of this
Assignment, the Seller delivered to the Trustee the microfiche list
described in Section 2 of this Assignment.
5. Representations and Warranties of Seller. The Seller represents and
warrants that (a) the Additional Accounts were not selected on the basis of
any selection criteria believed by Seller to be materially adverse to the
interests of the Investor Certificateholders of any outstanding series; and
(b) the computer records of Sears indicate that the Receivables in the
Additional Accounts have been transferred to the Trust.
6. Conditions Precedent. The acceptance of the Trustee set forth in
Section 4 and the amendment of the Pooling and Servicing Agreement set
forth in Section 7 are subject to the condition that the Seller shall have
delivered to the Trustee a certificate of a Vice President or more senior
officer, certifying that all requirements set forth in Section 2.08 of the
Pooling and Servicing Agreement for designating Additional Accounts and
conveying the Principal Receivables of such Accounts, whether now existing
or hereafter created, have been satisfied.
7. Amendment of the Pooling and Servicing Agreement. The Pooling and
Servicing Agreement is hereby amended by providing that all references to
the "Pooling and Servicing Agreement," to "this Agreement" and "herein"
shall be deemed from and after the Addition Date to be a dual reference to
the Pooling and Servicing Agreement as supplemented by this Assignment.
Except as expressly amended hereby, all of the representations, warranties,
terms, covenants and conditions of the Pooling and Servicing Agreement
shall remain unamended and the Pooling and Servicing Agreement shall
continue to be, and shall remain, in full force and effect in accordance
with its terms and except as expressly provided herein, this Assignment of
Additional Accounts shall not constitute or be deemed to constitute a
waiver of compliance with or consent to noncompliance with any term or
provision of the Pooling and Servicing Agreement.
8. Counterparts. This Assignment may be executed in any number of
counterparts all of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned have caused this Assignment of
Additional Accounts to be duly executed and delivered by their respective
duly authorized officers on the day and year first above written.
SRFG, INC., as Seller
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
Acknowledged:
SEARS, ▇▇▇▇▇▇▇ AND CO., as Servicer
By: \s\ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer