SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 16, 1996
Sears Credit Account Master Trust II
(Exact name of registrant as specified in charter)
Illinois 33-79186-01 Not Applicable
(State of (Commission (IRS Employer
Organization) File Number) Identification No.)
c/o Sears Receivables Financing Group, Inc.
3711 Kennett Pike
Greenville, Delaware 19807
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (302) 888-3176
Former name, former address and former fiscal year, if changed
since last report: Not Applicable
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Item 5. Other Events
Series 1996-5. On December 16, 1996, $500,000,000 Floating Rate Class A Master
Trust Certificates, Series 1996-5, $22,000,000 Floating Rate Class B Master
Trust Certificates, Series 1996-5 and $70,250,000 aggregate principal amount of
Class C Master Trust Certificates, Series 1996-5, of the Sears Credit Account
Master Trust II were issued pursuant to the Pooling and Servicing Agreement
dated as of July 31, 1994, as amended, among Sears Receivables Financing Group,
Inc. as Seller ("SRFG"), Sears, Roebuck and Co. as Servicer ("Sears") and The
First National Bank of Chicago as Trustee (the "Trustee") and the Series
Supplement dated as of December 16, 1996, among SRFG as Seller, Sears as
Servicer and the Trustee.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Exhibit No.
Exhibit 4.1 Pooling and Servicing Agreement among Sears as Servicer,
SRFG as Seller and the Trustee, dated as of July 31,
1994(incorporated by reference to the Trust's Form 8-K
dated August 16, 1994 and filed on September 7, 1994).
Exhibit 4.2 Amendment to the Pooling and Servicing Agreement among Sears
as Servicer, SRFG as Seller and the Trustee, dated as of
March 31, 1995 (incorporated by reference to the Trust's Form
8-K dated May 8, 1995).
Exhibit 4.3 Series 1996-5 Supplement among Sears as Servicer, SRFG as
Seller and the Trustee, dated as of December 16, 1996,
including the form of Investor Certificates.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Sears Credit Account Master Trust II
(Registrant)
By: Sears Receivables Financing Group, Inc.
(Originator of the Trust)
By: /S/Larry R. Raymond
Larry R. Raymond
Vice President, Finance
Date: December 16, 1996
<PAGE>
EXHIBIT INDEX
Exhibit No.
Exhibit 4.1 Pooling and Servicing Agreement among Sears as Servicer, SRFG
as Seller and the Trustee, dated as ofJuly 31, 1994
(incorporated by reference to the Trust's Form 8-K dated
August 16, 1994 and filed on September 7, 1994).
Exhibit 4.2 Amendment to the Pooling and Servicing Agreement among Sears
as Servicer, SRFG as Seller and the Trustee, dated as of
March 31, 1995 (incorporated by reference to the Trust's Form
8-K dated May 8, 1995).
Exhibit 4.3 Series 1996-5 Supplement among Sears as Servicer, SRFG as
Seller and the Trustee, dated as of December 16, 1996,
including the form of Investor Certificates.
Exhibit 4.3
SEARS CREDIT ACCOUNT MASTER TRUST II
MASTER TRUST CERTIFICATES, SERIES 1996-5
This Series of Master Trust Certificates is established pursuant to
Section 6.07 of that certain Pooling and Servicing Agreement dated as of July
31, 1994, as amended (the "Pooling and Servicing Agreement"), by and among
SEARS RECEIVABLES FINANCING GROUP, INC., a Delaware corporation ("SRFG") as
Seller, SEARS, ROEBUCK AND CO., a New York corporation ("Sears") as Servicer,
and THE FIRST NATIONAL BANK OF CHICAGO, a national banking association,
organized and existing under the laws of the United States (the "Trustee").
This SERIES TERM SHEET and the ANNEX attached hereto, by and among SRFG,
Sears and the Trustee, constitute the SERIES SUPPLEMENT (the "Series
Supplement") and, together with the Pooling and Servicing Agreement,
establish the Series of Master Trust Certificates to be known as SEARS CREDIT
ACCOUNT MASTER TRUST II, MASTER TRUST CERTIFICATES, SERIES 1996-5.
SERIES TERM SHEET
Date of Series Term Sheet December 16, 1996.
Group One.
Series Initial Investor Interest $595,250,000.
Class Initial Investor Interest Class A - $500,000,000.
of each Class of Investor Certificates Class B - $25,000,000.
Class C - $70,250,000.
Seller Retained Class Class C.
Type of Structure Controlled Amortizing Structure.
Certificate Rates Class A - (i) 5.83547% per annum
for
the initial Interest Accrual Period
and (ii) LIBOR plus 0.23% per annum
for each subsequent Interest
Accrual
Period, calculated in each case on
the basis of the number of days
elapsed and a 360-day year,
as such rate may be adjusted at the
beginning of each Interest Accrual
Period.
Class B - (i) 6.03547% per annum
for the initial Interest Accrual
Period and (ii) LIBOR plus 0.43% per
annum for each subsequent Interest
Accrual Period, calculated in each
case on the basis of the number of
days elapsed and a 360-day year,
as such rate may be adjusted at the
beginning of each Interest Accrual
Period.
Class C - 0%.
LIBOR Determination Date For any Interest Accrual Period,
the second LIBOR Business Day
immediately preceding the
commencement of that 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.
Eligible for Interest Rate Swaps Yes.
Swap Counterparty Payment For any Distribution Date, with
respect to any Interest Rate Swap,
the positive difference, if any,
between (i) the product of (a) the
Swap Notional Amount, (b) LIBOR for
the related Interest Accrual Period
and (c) a fraction the numerator
of which is the actual number of
days from and including the
previous Distribution Date (or, in
the case of the first Distribution
Date following the Swap Date, from
and including the Swap Date) to
but excluding the current
Distribution Date and
the denominator of which is 360 and
(ii) the product of (a) the Swap
Notional Amount and (b) a fraction,
the numerator of which is the Swap
Rate and the denominator of which
is twelve (or, in the case of the
first Distribution Date following
the Swap Date, 360 divided by the
number of days from and including
the Swap Date to but excluding
the 15th day of the calendar month
following the calendar month in
which the Swap Date occurred,
assuming that the calendar month in
which the Swap Date occurred is
comprised of 30 days).
Swap Rate The rate payable by the Trust
pursuant to any Interest Rate Swap,
which shall not exceed 10%
per annum calculated on the basis
of twelve 30-day months and a 360-
day year.
Swap Trust Payment With respect to any Interest Rate
Swap, the positive difference, if
any, between (i) the product
of (a) the Swap Notional Amount and
(b) a fraction, the numerator of
which is the Swap Rate
and the denominator of which is
twelve (or, in the case of the
first
Distribution Date following the
Swap Date, 360 divided by the
number
of days from and including the Swap
Date to but excluding the 15th day
of the calendar month following the
calendar month in which the Swap
Date occurred, assuming that the
calendar month in which the
Swap Date occurred is comprised of
30 days), and (ii) the product of
(a) the Swap Notional Amount,
(b) LIBOR for the related Interest
Accrual Period and (c) a fraction
the numerator of which is the
actual number of days from and
including the previous Distribution
Date (or, in the case of the
first Distribution Date following
the Swap Date, from and including
the Swap Date) to but excluding the
current Distribution Date and the
denominator of which is 360.
Series Yield Factor Initially zero, but may be
increased
pursuant to Section 20.
Date from which Interest for First Series Closing Date.
Interest Payment Date Shall Accrue
Distribution Dates The 15th day of each month (or, if
such day is not a Business Day, the
next succeeding Business Day),
commencing in January 1997.
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 January 1997.
Principal Payment Date The 15th day of each month (or, if
such day is not a Business Day, the
next succeeding Business Day),
commencing in January 2006, and
each Special Payment Date.
Class A Expected Final Payment Date The Distribution Date in December
2007.
Class B Expected Final Payment Date The Distribution Date in February
2008.
Class C Expected Final Payment Date The Distribution Date in February
2008.
Series Cut-Off Date November 1996.
Series Closing Date December 16, 1996.
Revolving Period From but excluding the Series Cut-
Off Date to, but excluding, the
earlier to occur of (i) the first
day of the Due Period related to
the
January 2006 Distribution Date or
(ii) the Rapid Amortization
Commencement Date.
Controlled Amortization Period Unless a Rapid Amortization Event
shall have occurred prior thereto,
the period commencing on
the first day of the Due Period
related to the Distribution Date in
January 2006 and ending upon
the earliest to occur of (x) the
Rapid Amortization Commencement
Date, (y) the payment in full of
the Series Invested Amount and (z)
the Series Termination Date.
Class A Controlled Amortization Amount $20,833,333,34.
Class B Controlled Amortization Amount $12,500,000.00.
Class C Controlled Amortization Amount Unless a Rapid Amortization Event
shall have occurred, $17,857,500.
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 Not applicable.
Additional Funds Portion Percentage
Amount of Additional Funds Initially, zero, but subject to
being increased pursuant to Section
4.03(e) of the Pooling and
Servicing Agreement.
Eligible for Finance Charge Yes.
Collections
Reallocations to and from other Series Yes.
in the Group
Eligible for Principal Collections Yes.
Reallocations to and from other Series
in the Group
Paired Series No.
Subject to being part of a Paired Series Yes.
Series Termination Date Yes.
Variable Funded Series The day following the December 2011
Distribution Date.
Classes, if any, subject to ERISA Class A, Class B and Class C.
restrictions (as set forth in Section
6.06(a)(ii) of the Pooling and Servicing
Agreement)
PFA Special Reserve Required Percentage Not applicable.
Series Pre-Funding Account Not applicable.
Series Pre-Funding Amount Not applicable.
Series Pre-Funding Deadline Not applicable.
Pre-Funding Special Reserve Account Not applicable.
Class A Early Termination Premium Not applicable.
Class B Early Termination Premium Not applicable.
Pre-Funding Special Reserve Required Not applicable.
Amount
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.
Depository The London or Chicago office of the
Trustee.
Initial Exchange Date A date no earlier than 40 days
after
the later of the commencement of
the
offering and the Series Closing
Date.
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have
caused this Series Supplement to be duly executed by their respective
officers as of the day and year first above written.
SEARS RECEIVABLES FINANCING GROUP, INC.
as Seller
By:/S/Stephen D. Carp
Stephen D. Carp
President and Chief Executive Officer
SEARS, ROEBUCK AND CO.
as Servicer
By:/S/Alice M. Peterson
Alice M. Peterson
Vice President and Treasurer
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee
By:/S/ Steven M. Wagner
ANNEX
In consideration of the mutual agreements herein contained, each
party agrees as follows for the benefit of the other parties and for the
benefit of the Certificateholders:
SECTION 1. Definitions.
(a) Capitalized terms not otherwise defined in this Series
Supplement (including the Series Term Sheet) shall have the meanings ascribed
to them in the Pooling and Servicing Agreement. Capitalized terms that refer
to a Series or Class refer to the Series or Class of the Series established
hereby, as applicable, unless the context otherwise clearly requires.
(b) The following terms have the definitions set forth below with
respect to the Series established hereby, unless the context otherwise
clearly requires:
"Additional Certificate" shall have the meaning specified in Section
21(a).
"Additional Certificate Date" shall have the meaning specified in
Section 21(a).
"Additional Funds," if applicable, shall have the meaning set forth
in the Series Term Sheet and in the Pooling and Servicing Agreement.
"Available Expected Principal" for any Determination Date with
respect to each Due Period and the Group to which the Series established
hereby belongs shall be equal to the excess of (a) the Expected Monthly
Principal for such Due Period over (b) the sum of, without duplication, (i)
all class controlled amortization amounts and class controlled accumulation
amounts for all Non-Variable Accumulation Series in the Group to which the
Series established hereby belongs that are not scheduled to be in their
revolving periods as of such Due Period and (ii) the portion of such Expected
Monthly Principal projected by the Servicer to be allocable to any other
series in the Group to which the Series established hereby belongs with
respect to which a Rapid Amortization Event shall have occurred on or prior
to such Determination Date.
"Base Rate" for each Distribution Date shall mean the sum of (A) the
weighted average Certificate Rate for all Classes in the Series, (B) the
Investor Servicing Fee Percentage and (C) the annualized percentage
equivalent of a fraction the numerator of which is the sum of the Swap Trust
Payments and the denominator of which is the Series Invested Amount.
"Calculation Period," if applicable, shall have the meaning
specified
in the applicable Class Coupon Cap Agreement between the Trustee and the
Coupon Cap Provider.
"Certificate Interest" for any Class shall mean, for any
Distribution
Date, the product of (a) the Class Invested Amount for such Class for such
Distribution Date and (b) a fraction the numerator of which is (1) with
respect to each Class that has no Subclasses, the Certificate Rate for such
Class or (2) with respect to each Class that has two or more Subclasses, the
Class Weighted Average Certificate Rate, and the denominator (which may be
calculated separately for each Subclass pursuant to subsection (x) or (y)) of
which is (x) if the relevant Certificate Rate is to be calculated on the
basis of the actual number of days elapsed and a 360-day year, 360 divided by
the actual number of days from and including the immediately preceding
Distribution Date (or, in the case of the first Distribution Date, 360
divided by the number of days from and including the Series Closing Date to
but excluding such Distribution Date (and assuming a 30-day month)) to but
excluding the current Distribution Date or (y) if the relevant Certificate
Rate is to be calculated on the basis of a 360-day year of twelve 30-day
months, twelve (or, in the case of the first Distribution Date, 360 divided
by the number of days from and including the Series Closing Date to but
excluding such Distribution Date (and assuming a 30-day month)).
"Certificate Principal" shall mean, with respect to each Class, the
principal payable in respect of such Class of Investor Certificates.
"Certificate Rate," with respect to any Class or Subclass, shall
mean
the certificate rate set forth in the Series Term Sheet with respect to such
Class or Subclass, as such rate may be adjusted as of the beginning of each
Interest Accrual Period, if applicable; provided, however, that the
Certificate Rate for any Class or Subclass that does not have a fixed
Certificate Rate shall not exceed the Embedded Coupon Cap, if any, for such
Class or Subclass.
"Class A Early Termination Premium," if applicable, shall be as set
forth in the Series Term Sheet.
"Class A Early Termination Premium Shortfall," if applicable, for
any Distribution Date, shall mean the positive difference, if any, between (i)
the Class A Early Termination Premium and (ii) the amount deposited with
respect to the Class A Early Termination Premium pursuant to Section 8(b)(17)
less amounts previously deposited with respect to the Class A Early
Termination Premium Shortfall pursuant to Section 8(b)(44), 8(c)(14) or
8(c)(43). The Class A Early Termination Premium Shortfall initially shall be
zero.
"Class Alternative Deficiency Amount" shall mean, with respect to
each Class, on any Payment Date, the Class Deficiency Amount that would have
been calculated for such Class on such Payment Date if the aggregate
unreimbursed Investor Losses on such Payment Date equalled zero.
"Class B Early Termination Premium," if applicable, shall be as set
forth in the Series Term Sheet.
"Class B Early Termination Premium Shortfall," if applicable, for
any
Distribution Date, shall mean the positive difference, if any, between (i)
the Class B Early Termination Premium and (ii) the amount deposited pursuant
to Section 8(b)(18) less amounts previously deposited with respect to the
Class B Early Termination Premium Shortfall pursuant to Section 8(b)(45),
8(c)(15) or 8(c)(44). The Class B Early Termination Premium Shortfall
initially shall be zero.
"Class C Fixing Deadline" shall mean the earliest to occur of (i) a
Rapid Amortization Event, (ii) the Seller Retained Class Purchase Date with
respect to Class C, or (iii) the date on which the Class C Invested Amount
becomes less than or equal to 3% of the Series Initial Investor Interest;
provided, however, that such percentage may be decreased without the consent
of the Certificateholders, if the Seller shall have received written notice
from the Rating Agencies that such a decrease will not result in a Ratings
Event.
"Class C Permitted Controlled Amortization Amount," if applicable,
for any Distribution Date shall mean an amount equal to the sum of (a) the
product of (i) a fraction the numerator of which is the Class C Initial
Investor Interest and the denominator of which is the Series Initial Investor
Interest (less the Class C Initial Investor Interest) and (ii) the Class A
Controlled Amortization Amount or the Class A Controlled Accumulation Amount,
as applicable, and (b) the Class C Permitted Controlled Amortization Amount
Shortfall, if any; provided, however, that the Class C Permitted Controlled
Amortization Amount may be increased without the consent of the
Certificateholders, if the Seller shall have received written notice from the
Rating Agencies that such an increase will not result in a Ratings Event; and
provided, further, that the Class C Permitted Controlled Amortization Amount
shall equal zero for all Distribution Dates on or after the Class C Fixing
Deadline.
"Class C Permitted Controlled Amortization Amount Shortfall," if
applicable, with respect to each Distribution Date shall have the meaning set
forth in Sections 8(b)(48) and 8(c)(49). The Class C Permitted Controlled
Amortization Amount Shortfall initially shall be zero.
"Class Controlled Accumulation Amount," if applicable, with respect
to such Class on any Distribution Date with respect to the Controlled
Accumulation Period, shall mean the sum of (i) the amount specified in the
Series Term Sheet with respect to such Class of the Series established hereby
(reduced for each such Distribution Date pro-rata by the aggregate amount
paid to such Class pursuant to Section 9(a)(12)) and (ii) the Class
Controlled Accumulation Amount Shortfall for such Class; provided, however,
that if the commencement of the Controlled Accumulation Period is to be
modified pursuant to Section 19, then the Class Controlled Accumulation
Amount shall mean an amount equal to the product of (i) Available Expected
Principal for the related Due Period and (ii) a fraction the numerator of
which is the Series Initial Investor Interest less the Class Initial Investor
Interest for any Seller Retained Class and the denominator of which is the
sum of (a) the Series Initial Investor Interest less the Class Initial
Investor Interest for any Seller Retained Class and (b) the series initial
investor interests less the class initial investor interests for any seller
retained classes of all other Variable Accumulation Series in the Group to
which the Series established hereby belongs that are not scheduled to be in
their revolving periods as of such Due Period; and provided, further, that,
for purposes of this definition, the commencement date of the accumulation
period of each such Variable Accumulation Series shall be deemed to have been
postponed to the latest permissible date determined as of the date of
calculation and determined as if the provisions of Section 19 applied to each
such Variable Accumulation Series with such changes as may be specified with
respect to such Variable Accumulation Series (applying such provisions first
to the Variable Accumulation Series in the Group to which the Series
established hereby belongs with the latest Class Expected Final Payment Date
and next to each additional such Variable Accumulation Series in reverse
chronological order based on the latest Class Expected Final Payment Date of
each such Series). The sum of the aggregate Class Controlled Accumulation
Amounts for all Classes of such Series for all Due Periods during the
Controlled Accumulation Period as modified pursuant to Section 19 shall not
be less than the Series Initial Investor Interest less the Class Initial
Investor Interest for any Seller Retained Class.
"Class Controlled Accumulation Amount Shortfall," if applicable,
with
respect to each Class and any Distribution Date shall have the meaning set
forth in Section 8(c)(48), 8(c)(50) or 8(c)(51).
"Class Controlled Amortization Amount," if applicable, with respect
to such Class or any Distribution Date with respect to the Controlled
Amortization Period, shall mean the sum of (i) amount set forth in the Series
Term Sheet with respect to each Class of the Series established hereby
(reduced for each such Distribution Date pro-rata by the aggregate amount
paid to such Class pursuant to Section 9(a)(12)) and (ii) any existing Class
Controlled Amortization Amount Shortfalls for such Class; provided, however,
that the Class Controlled Amortization Amount shall not be less than zero and
shall not exceed an amount equal to, with respect to each Class, the Class
Invested Amount for such Class.
"Class Controlled Amortization Amount Shortfall," if applicable,
with
respect to each Class and any Distribution Date shall have the meaning set
forth in Section 8(c)(48), 8(c)(50) or 8(c)(51).
"Class Coupon Cap," if applicable, shall mean the rate that is
specified as such in the Series Term Sheet and in the Class Coupon Cap
Agreement.
"Class Coupon Cap Agreement," if applicable, shall mean the interest
rate cap agreement or other interest rate protection for the benefit of the
Investor Certificateholders of such Class or Subclass, dated on or before the
Series Closing Date, between the Trustee, acting on behalf of the Trust, and
the Coupon Cap Provider, or any Replacement Class Coupon Cap or Qualified
Substitute Cap Arrangement.
"Class Coupon Cap Payment," if applicable, shall mean with respect
to any Interest Payment Date, any payment required to be made on such
Interest Payment Date by the Coupon Cap Provider with respect to the Class
Coupon Cap Agreement.
"Class Cumulative Investor Charged-Off Amount" with respect to each
Class for any Distribution Date, shall mean the Class Cumulative Investor
Charged-Off Amount as of the end of the Due Period related to the prior
Distribution Date, plus the Class Investor Charged-Off Amount for such Class
for the Due Period related to such Distribution Date; provided, however, that
the Class Cumulative Investor Charged-Off Amount shall further be adjusted in
accordance with the successive steps set forth in Section 8 on such
Distribution Date. The Class Cumulative Investor Charged-Off Amount with
respect to each Class initially shall be zero.
"Class Deficiency Amount" shall mean, with respect to each Class, on
any Payment Date, the amount, if any, by which (a) the sum of (i) Certificate
Interest for such Class accrued since the immediately preceding Payment Date,
(ii) if, since the immediately preceding Payment Date and prior to the
current Payment Date, a Reimbursed Loss Event has occurred, the sum of (A)
the Reimbursed Loss Interest for such Class for each previous Distribution
Date since the last Distribution Date on which Investor Losses for such Class
equalled zero and (B) the Reimbursed Loss Interest Gross-up Amount for such
Class for each previous Distribution Date since the last Distribution Date on
which the aggregate amount of unreimbursed Investor Losses for such Class
equalled zero, (iii) the Class Deficiency Amount on the immediately preceding
Payment Date, and (iv) the Class Deficiency Amount on the immediately
preceding Payment Date multiplied by the product of (A) a fraction the
numerator of which is the weighted average of the Certificate Rates or of the
Class Weighted Average Certificate Rates, as applicable, for such Class for
the relevant Due Periods and the denominator of which is (x) if the relevant
Certificate Rate is to be calculated on the basis of the actual number of
days elapsed and a 360-day year, 360 divided by the actual number of days
from and including the immediately preceding Distribution Date to but
excluding the current Distribution Date or (y) if the relevant Certificate
Rate is to be calculated on the basis of a 360-day year of twelve 30-day
months, twelve, and (B) the number of Distribution Dates from and including
the preceding Payment Date to but excluding the current Payment Date exceeds
(b) the amount deposited since the immediately preceding Payment Date into
the Series Interest Funding Account pursuant to Section 8 with respect to
such Class.
"Class Expected Final Payment Date" with respect to each Class,
shall
mean the date designated as such in the Series Term Sheet.
"Class Finance Charge Collections" shall mean, with respect to any
Class, with respect to any day or any Distribution Date, an amount equal to
the product of (x) the Class Percentage with respect to Finance Charge
Collections for the related Distribution Date and (y) the amount of Finance
Charge Collections for such day or for the related Due Period, as applicable.
"Class Initial Investor Interest" shall mean, with respect to each
Class, the aggregate face amount of Investor Certificates of such Class
initially authenticated and delivered pursuant to Section 6 as specified in
the Series Term Sheet, plus the aggregate face amount of any additional
Investor Certificates authenticated and delivered pursuant to Section 21,
minus (i) prior amounts paid to such Class pursuant to Section 9(a)(12) and
(ii) the aggregate face amount of any Investor Certificates cancelled
pursuant to Section 6.16 of the Pooling and Servicing Agreement.
"Class Invested Amount" shall mean, with respect to any Class for
any
Distribution Date, an amount equal to the Class Initial Investor Interest
minus the sum of (a) the aggregate amount of Certificate Principal paid to
the Investor Certificateholders of such Class prior to such Distribution Date
(without duplication with respect to any amounts paid to such Class pursuant
to Section 9(a)(12)), (b) the Investor Loss for such Class, if any, at the
beginning of such Distribution Date and (c) the aggregate amount of losses on
investments of principal of funds on deposit for the benefit of such Class in
the Series Principal Funding Account.
"Class Investor Charged-Off Amount" shall mean, with respect to each
Class for any Distribution Date, an amount equal to the product of (a) the
Charged-Off Amount for such Distribution Date and (b) the Class Percentage
with respect to the Charged-Off Amount.
"Class Investor Interest" shall mean, with respect to any Class for
any Distribution Date, an amount equal to the Class Invested Amount for such
Class for such Distribution Date minus, if applicable, the aggregate amount
on deposit in the Series Principal Funding Account for the benefit of such
Class in respect of Principal Collections.
"Class Modified Required Amount" with respect to any Class on any
Distribution Date, shall mean the Class Required Amount for such Distribution
Date minus the sum of all accrued but unpaid Class Monthly Servicing Fees.
"Class Modified Required Amount Shortfall" with respect to any Class
on any Distribution Date, shall mean the positive difference, if any, between
(i) the Class Modified Required Amount and (ii) the sum of the (A) Series
Finance Charge Collections allocable to such Class and (B) Series Additional
Allocable Amounts allocable to such Class for such Distribution Date. The
Class Modified Required Amount Shortfall initially shall be zero.
"Class Monthly Deficiency Amount" with respect to any Class on any
Distribution Date, shall mean the amount set forth in Section 9. The Class
Monthly Deficiency Amount for each Class initially shall be zero.
"Class Monthly Servicing Fee" with respect to any Class for any
Distribution Date, shall mean an amount equal to the product of (x) a
fraction the numerator of which shall be the Class Investor Interest and the
denominator of which shall be the Series Investor Interest, in each case on
the first day of the related Due Period (or in the case of the first
Distribution Date for the Series established hereby, the Series Initial
Investor Interest) and (y) the amount of the Investor Servicing Fee for the
related Due Period.
"Class Percentage" shall mean, with respect to any Class with
respect
to any Distribution Date:
(a) when used with respect to the Charged-Off Amount, the
percentage equivalent of a fraction the numerator of which shall be the
amount of the Class Investor Interest minus the Supplemental Cash allocable
to such Class and the denominator of which shall be the greater of (i) the
amount of Principal Receivables in the Trust and (ii) the Aggregate Investor
Interest minus the sum of the (A) Excess Funding Amount (General), (B) Excess
Funding Amount (SRC) and (C) sum of the series pre-funding amounts, if any,
for all outstanding series, in each case on the first day of the related Due
Period; or
(b) when used with respect to Principal Collections prior
to the occurrence of a Fixed Principal Allocation Event, the percentage
equivalent of a fraction the numerator of which shall be the amount of the
Class Investor Interest minus the Supplemental Cash allocable to such Class
on the first day of the related Due Period and the denominator of which shall
be the greater of (i) the amount of Principal Receivables in the Trust on the
first day of the related Due Period or (ii) the sum of the numerators used in
calculating the components of the series percentage with respect to Principal
Collections for each series then outstanding (including the Series
established hereby) as of such Distribution Date; or
(c) when used with respect to Principal Collections on and
after the occurrence of a Fixed Principal Allocation Event (unless a Fixed
Principal Allocation Adjustment shall have occurred), the percentage
equivalent of a fraction the numerator of which shall be the amount of the
Class Investor Interest minus the Supplemental Cash allocable to such Class
on the first day of the Due Period prior to the occurrence of a Fixed
Principal Allocation Event and the denominator of which shall be the greater
of (i) the amount of Principal Receivables in the Trust on the first day of
the related Due Period or (ii) the sum of the numerators used in calculating
the components of the Series Percentage with respect to Principal Collections
for each Series then outstanding (including the Series established hereby) as
of such Distribution Date; provided, however, that because such Class is
subject to being paired with a Class of a Paired Series, if a Rapid
Amortization Event occurs with respect to such Paired Series during the
Controlled Accumulation Period, Controlled Amortization Period or Rapid
Amortization Period with respect to the Series established hereby, the Seller
may, by written notice delivered to the Trustee and the Servicer, designate
a different numerator for the foregoing fraction, provided that (A) such
numerator shall not be less than the Class Investor Interest minus the
Supplemental Cash allocable to such Class as of the last day of the revolving
period for such Paired Series and (B) the Seller shall have delivered to the
Trustee an Officer's Certificate to the effect that, based on the facts known
to such officer at the time, in the reasonable belief of the Seller, such
numerator designation would not cause a Rapid Amortization Event or an event
that, after the giving of notice or the lapse of time, would constitute a
Rapid Amortization Event to occur with respect to the Series established
hereby; and provided, further, that should a Rapid Amortization Event with
respect to the Series established hereby nonetheless occur, then, on each
Distribution Date beginning with the Distribution Date related to the Due
Period in which the Rapid Amortization Event occurs, such numerator shall
not be less than the Class Investor Interest minus the Supplement Cash
allocable to such Class as of the first day of the Due Period in which such
Rapid Amortization Event occurs; or
(d) when used with respect to Principal Collections on and
after the occurrence of a Fixed Principal Allocation Adjustment, the
percentage equivalent of a fraction (a) the numerator of which shall be the
greater of (i) the amount of Class Investor Interest minus Supplemental Cash
allocable to such Class on the first day of the Due Period prior to the
occurrence of a Fixed Principal Allocation Event multiplied by the Fixed
Principal Allocation Adjustment Factor and (ii) the amount of the Class
Investor Interest minus the Supplemental Cash allocable to such Class on the
first day of the related Due Period and (b) the denominator of which shall be
the greater of (i) the amount of Principal Receivables in the Trust on the
first day of the related Due Period or (ii) the sum of the numerators used in
calculating the components of the Series Percentage with respect to Principal
Collections for each Series then outstanding (including the Series
established hereby) as of such Distribution Date; provided, however, that
following the occurrence of a Rapid Amortization Event, then, on each
Distribution Date beginning with the Distribution Date related to the Due
Period in which the Rapid Amortization Event occurs, such numerator shall be
the Class Investor Interest minus the Supplemental Cash allocable to such
Class on the first day of the Due Period in which such Rapid Amortization
Event occurs; or
(e) when used with respect to Finance Charge Collections
during the Revolving Period, the Controlled Accumulation Period or the
Controlled Amortization Period, as applicable, the percentage equivalent of
a fraction the numerator of which shall be the amount of the Class Investor
Interest minus the Supplemental Cash allocable to such Class on the first day
of the related Due Period and the denominator of which shall be the greater
of (i) the amount of Principal Receivables in the Trust on the first day of
the related Due Period and (ii) the sum of the numerators used in
calculating the components of the Series Percentage with respect to Finance
Charge Collections for each series then outstanding (including the Series
established hereby) as of such Distribution Date; or
(f) when used with respect to Finance Charge Collections
during the Rapid Amortization Period, on each Distribution Date beginning
with the Distribution Date related to the Due Period in which such Rapid
Amortization Event occurs, the percentage equivalent of a fraction the
numerator of which shall be the amount of the Class Investor Interest minus
the Supplemental Cash allocable to such Class on the last day of the Due
Period prior to the occurrence of a Rapid Amortization Event, and the
denominator of which shall be the greater of (i) the amount of Principal
Receivables in the Trust on the first day of the related Due Period or (ii)
the sum of the numerators used in calculating the components of the series
percentage with respect to Finance Charge Collections for each series then
outstanding (including the Series established hereby) as of such Distribution
Date.
"Class Principal Collections" shall mean, with respect to any Class
with respect to any day or any Distribution Date, an amount equal to the
product of (x) the Class Percentage with respect to Principal Collections for
the related Distribution Date and (y) the amount of Principal Collections for
such day or for the related Due Period, as applicable.
"Class Rapid Amortization Amount," if applicable, with respect to
each Class and any Distribution Date during the Rapid Amortization Period
shall mean the Class Investor Interest.
"Class Rapid Amortization Amount Shortfall," if applicable, with
respect to each Class and any Distribution Date during the Rapid Amortization
Period shall have the meaning set forth in Section 8(d)(47), 8(d)(48) or
8(d)(49).
"Class Required Amount" with respect to any Class on any
Distribution
Date, shall mean the sum of (i) Certificate Interest with respect to such
Class for such Distribution Date, (ii) the Class Monthly Deficiency Amount on
the immediately preceding Distribution Date, (iii) the Class Deficiency
Amount on the immediately preceding Payment Date multiplied by a fraction the
numerator of which is the weighted average of the Certificate Rates or of the
Class Weighted Average Certificate Rates, as applicable, for such Class plus
two percent per annum for each Due Period subsequent to the immediately
preceding Payment Date and the denominator of which is (x) if the relevant
Certificate Rate is to be calculated on the basis of the actual number of
days elapsed and a 360-day year, 360 divided by the actual number of days
from and including the immediately preceding Distribution Date (or, in the
case of the first Distribution Date, from and including the Series Closing
Date) to but excluding the current Distribution Date or (y) if the relevant
Certificate Rate is to be calculated on the basis of a 360-day year of twelve
30-day months, twelve (or, in the case of the first Distribution Date, 360
divided by the number of days from and including the Series Closing Date),
(iv) if on the immediately preceding Distribution Date a Reimbursed Loss
Event occurred, the sum of (A) the Reimbursed Loss Interest for each previous
Distribution Date since the last Distribution Date on which the aggregate
amount of unreimbursed Investor Losses for such Class equalled zero, (B) the
Reimbursed Loss Interest Gross-up Amount for each previous Distribution Date
since the last Distribution Date on which the aggregate amount of
unreimbursed Investor Losses for such Class equalled zero and (C) for any
Distribution Date following the Distribution Date immediately following the
Reimbursed Loss Event to and including the next Payment Date, the Reimbursed
Loss Interest Gross-up Amount for such Distribution Date and (v) the sum of
all accrued but unpaid Class Monthly Servicing Fees.
"Class Weighted Average Certificate Rate," if applicable, shall
mean,
for any Class composed of two or more Subclasses, for any Distribution Date,
the percentage equivalent of a fraction the numerator of which is the sum of,
for each Subclass of such Class, the product of the Class Invested Amount for
such Subclass and the Certificate Rate for such Subclass for such
Distribution Date, and the denominator of which is the Class Invested Amount
for such Class.
"Commercial Paper Determination Date," if applicable, shall have the
meaning set forth in the Series Term Sheet.
"Commercial Paper Rate," if applicable, shall mean, with respect to
any Commercial Paper Determination Date, the rate equal to the Money Market
Yield on such Commercial Paper Determination Date of the rate for commercial
paper having a maturity of 30 days as published by the Board of Governors of
the Federal Reserve System in "Statistical Release H.15 (519), Selected
Interest Rates," or any successor publication, the rate for dealers under the
heading "Commercial Paper." In the event that such rate is not published on
such date, then the Commercial Paper Rate will be the Money Market Yield on
such date of the rate for Commercial Paper having a maturity of 30 days as
published by the Federal Reserve Bank of New York in the daily statistical
release "Composite 3:30 p.m. Quotations for U.S. Government Securities"
("Composite Quotations") under the heading "Commercial Paper." If on such
date the rate for commercial paper is not yet published in either H.15 (519)
or Composite Quotations, the Commercial Paper Rate for such date shall be
calculated by the Trustee and shall be the Money Market Yield of the
arithmetic mean (rounded to the nearest one-hundredth of a percent, with five
hundred one-thousandths of a percent rounded upward) of the offered rates, as
of 11:00 a.m., New York City time, of three leading dealers of commercial
paper in New York City selected by the Trustee on such date, for commercial
paper having a maturity of 30 days placed for an industrial issuer whose bond
rating is "AA" or the equivalent, from either Rating Agency. In the event
that such rates are not available on such date, then the Commercial Paper
Rate shall be the Money Market Yield of the rate for commercial paper so
provided in a comparable source. The Commercial Paper Rate shall be
determined by the Trustee. For purposes of this definition of Commercial
Paper Rate, the term "Money Market Yield" shall mean a yield (expressed as a
percentage rounded to the nearest one-hundredth of a percent, with five
hundred one-thousandths of a percent rounded upwards) calculated in
accordance with the following formula:
Money Market Yield = D x 360 x 100
------------------
360 - (D x M)
where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the related Interest Accrual Period.
"Controlled Accumulation Period," if applicable, shall have the
meaning set forth in the Series Term Sheet, subject in the case of any
Variable Accumulation Series to variation in accordance with Section 19
hereof.
"Controlled Accumulation Period Length," if applicable, shall have
the meaning set forth in Section 19.
"Controlled Amortization Period," if applicable, shall have the
meaning set forth in the Series Term Sheet.
"Counterparty," if any, shall mean the counterparty under each
Interest Rate Swap.
"Coupon Cap Provider," if any, shall mean the entity listed as such
in the Series Term Sheet, in its capacity as obligor under the Class Coupon
Cap Agreement, or if any Replacement Class Coupon Cap Agreement or Qualified
Substitute Cap Arrangements are obtained pursuant to Section 13, the obligor
with respect to such Replacement Class Coupon Cap Agreement or Qualified
Substitute Cap Arrangements.
"Credit Enhancement" shall have the meaning set forth in the Series
Term Sheet.
"Depository" shall have the meaning set forth in the Series Term
Sheet.
"Determination Date" for any month shall mean the second Business
Day
preceding the Distribution Date for such month.
"Distribution Date" shall have the meaning set forth in the Series
Term Sheet.
"Drawing Date" shall mean the first Business Day preceding each
Distribution Date.
"Embedded Coupon Cap," if applicable, shall have the meaning set
forth in the Series Term Sheet with respect to any Class or Subclass.
"Excess Funding Amount (General)" for any Distribution Date shall
mean the amount on deposit in the Excess Funding Account (General) less
investment earnings.
"Excess Funding Amount (SRC)" for any Distribution Date shall mean
the amount on deposit in the Excess Funding Account (SRC) less investment
earnings.
"Expected Monthly Principal" for the Group to which the Series
established hereby belongs shall be no greater than the product of (i) the
lowest of the monthly principal payment rates (determined by dividing
Principal Collections during a Due Period by the amount of Principal
Receivables in the Trust as of the last day of the preceding Due Period),
expressed as a decimal for the 12 calendar months preceding the date of such
calculation; provided, however, that such calculation period may be shortened
by the Servicer if payment terms have been materially changed during such 12
calendar month period with respect to the Accounts, and (ii) the sum of the
Series Invested Amounts for all outstanding series in the Group to which the
Series established hereby belongs, minus the sum of all Class Invested
Amounts for any Seller Retained Classes for all outstanding series in the
Group to which the Series established hereby belongs.
"Fixed Accumulation Series" shall mean each outstanding Series for
which the commencement date of the Controlled Accumulation Period may not be
changed at the option of the Servicer.
"Fixed Principal Allocation Adjustment" shall have the meaning
specified in Section 25.
"Fixed Principal Allocation Adjustment Factor" with respect to any
Class with respect to any Distribution Date shall mean (i) in the case of any
Class of any Variable Accumulation Series, a fraction the numerator of which
is the Controlled Accumulation Period Length (as recalculated solely for the
purpose of determining the Fixed Principal Allocation Adjustment Factor on
the first Determination Date following the day notice is given pursuant to
Section 25) and the denominator of which is the number of months (including
the current month) remaining until the Class Expected Final Payment Date for
such Class, and (ii) in the case of any Class having a Controlled
Amortization Amount or any Class of a Fixed Accumulation Series, a fraction
the numerator of which is the Controlled Amortization Amount or the
Controlled Accumulation Amount, as applicable, and the denominator of which
is the sum of (a) the Controlled Amortization Amount or the Controlled
Accumulation Amount, as applicable, and (b) the Group Available Principal
Amount (as adjusted to deduct any portion of the Group Available Principal
Amount used, in the discretion of the Servicer, to determine the Fixed
Principal Allocation Adjustment Factor with respect to any Class of any other
Series in the Group to which the Series established hereby belongs) on such
Distribution Date.
"Fixed Principal Allocation Event" shall mean the earliest of (a)
the
beginning of the Due Period immediately following the Due Period related to
the Distribution Date during the Controlled Amortization Period or the
Controlled Accumulation Period, as applicable, with respect to the Series
established hereby on which the Series Available Principal Amount is less
than zero; (b) the date on which a Rapid Amortization Event with respect to
the Series established hereby occurs; or (c) a date selected by the Servicer,
if any, provided that the Servicer provides notification of such date to the
Seller, the Trustee, the Third Party Credit Enhancement Provider, if any, and
the Rating Agencies no later than two Business Days prior to such selected
date.
"Funded Third Party Credit Enhancement" shall mean any Third Party
Credit Enhancement that consists of funds on deposit in one or more
segregated trust accounts in the corporate trust department of an office or
branch of a Qualified Trust Institution or an Eligible Institution for the
benefit of the Investor Certificateholders and, if so specified, the Third
Party Credit Enhancement Provider, of the Series established hereby,
including, without limitation, a reserve account or a cash collateral
account.
"Group Available Principal Amount" shall mean, with respect to each
Distribution Date, (i) the amount remaining on deposit in the Group Principal
Collections Reallocation Account on such Distribution Date after all
withdrawals have been made from such account for the benefit of any Series in
the same Group as the Series established hereby (including the Series
established hereby), but before such amount is withdrawn from the Group
Principal Collections Reallocation Account and paid to the Seller pursuant to
Section 8(b)(51), 8(c)(60) or 8(d)(55) minus (ii) (x) the amount deposited in
the Group Principal Collections Reallocation Account pursuant to any
provisions similar to Section 8(b)(49) with respect to any series in the
Group to which the Series established hereby is a member from any series that
has a controlled amortization period or controlled accumulation period, as
applicable, beginning before the latest Class Expected Final Payment Date for
the Series established hereby, (y) the amount deposited in the Group
Principal Collections Reallocation Account pursuant to any provisions similar
to Section 8(c)(58) with respect to any series in the Group to which the
Series established hereby is a member from any series that has a controlled
amortization period or controlled accumulation period, as applicable, ending
before the latest Class Expected Final Payment Date for the Series
established hereby and (z) the amount deposited in the Group Principal
Collections Reallocation Account pursuant to any provisions similar to
Section 8(d)(53).
"Group Excess Funding Amount" shall mean an amount equal to the
product of (i) the Aggregate Excess Funding Amount and (ii) a fraction (a)
the numerator of which is the sum of the numerators used in calculating the
class percentage with respect to the principal collections for all classes of
all series (including the Classes of the Series established hereby) in the
Group to which the Series established hereby belongs and (b) the denominator
of which is the sum of the numerators used in calculating the Class
Percentage with respect to the principal collections for all classes
(including the Classes of the Series established hereby) of all outstanding
series.
"Group Finance Charge Collections Reallocation Account" shall have
the meaning specified in Section 7(b).
"Group Pre-Funding Reallocation Account," if applicable, shall have
the meaning specified in Section 7(b).
"Group Principal Collections Reallocation Account" shall have the
meaning specified in Section 7(b).
"Initial Exchange Date" shall have the meaning set forth in the
Series Term Sheet.
"Initial Scheduled Controlled Accumulation Period Length," if
applicable, shall have the meaning set forth in the Series Term Sheet.
"Interest Accrual Period" shall mean, with respect to any Interest
Payment Date, the period from and including the Interest Payment Date
immediately preceding such Interest Payment Date (or, in the case of the
first Interest Payment Date, from and including the Series Closing Date) to
but excluding such Interest Payment Date.
"Interest Payment Date" shall mean each date designated as such in
the Series Term Sheet.
"Interest Rate Swap," if applicable, shall mean each interest rate
swap agreement between the Trustee and the Counterparty for the benefit of
the Investor Certificateholders and any replacement or successor interest
rate swap agreement.
"Investor Accounts" shall mean, in addition to Investor Accounts
established pursuant to the Pooling and Servicing Agreement, the Series
Collections Account, the Series Principal Collections Account, the Series
Principal Funding Account, the Series Interest Funding Account, the Series
Pre-Funding Account (if applicable), the Pre-Funding Special Reserve Account
(if applicable), the PFA Special Reserve Account, the Series Distribution
Account, the Group Finance Charge Collections Reallocation Account, the Group
Principal Collections Reallocation Account and the Group Pre-Funding
Reallocation Account.
"Investor Loss" with respect to each Class, shall mean the amount
determined pursuant to Section 11(b) and, in the event the Receivables are
sold pursuant to Section 12.01(b) of the Pooling and Servicing Agreement, the
amount, if any, by which the Class Investor Interest (determined immediately
prior to such sale) exceeds the net proceeds of such sale payable to such
Class.
"Investor Servicing Fee" shall mean, with respect to any
Distribution
Date, an amount equal to the product of (i) the Investor Servicing Fee
Percentage and (ii) the Series Investor Interest minus the Supplemental Cash
allocable to such Series on the first day of the related Due Period (or in
the case of the first Distribution Date for the Series established hereby,
the Series Initial Investor Interest less the Series Pre-Funding Amount, if
any).
"Investor Servicing Fee Percentage" shall mean the percentage
identified as such in the Series Term Sheet.
"LIBOR," if applicable, shall mean, with respect to any LIBOR
Determination Date, the rate for one-month deposits in United States dollars
which appears on Telerate Page 3750 as of 11:00 a.m., London time, on such
day. If such rate does not appear on Telerate Page 3750, the rate will be
determined by the Trustee on the basis of the rates at which deposits in
United States dollars are offered by four major banks in the London interbank
market, selected by the Trustee, at approximately 11:00 a.m., London time, on
such day to prime banks in the London interbank market for a period equal to
the relevant Interest Accrual Period commencing on that day. The Trustee
will request the principal London office of each such bank to provide a
quotation of its rate. If at least two such quotations are provided, the
rate will be the arithmetic mean of the quotations. If fewer than two
quotations are provided as requested, the rate for that day will be the
arithmetic mean of the rates quoted by four major banks in New York City,
selected by the Trustee, at approximately 11:00 a.m., New York City time, on
that day for loans in United States dollars to leading European banks for a
period equal to the relevant Interest Accrual Period commencing on that day.
"LIBOR Business Day," if applicable, shall mean a day other than a
Saturday or a Sunday or a day on which banking institutions in the City of
London, England, in Chicago, Illinois and in New York, New York are not
required or authorized by law to be closed.
"LIBOR Determination Date," if applicable, shall have the meaning
set
forth in the Series Term Sheet.
"Minimum Controlled Accumulation Period Length" shall mean, for any
Variable Accumulation Series, the number of months so specified in the Series
Term Sheet.
"Minimum Seller Interest," for any day or Distribution Date shall
mean an amount equal to the positive difference, if any, between (i) the
Minimum Principal Receivables Balance and (ii) (A) the Aggregate Investor
Interest minus (B) the sum of (x) the series pre-funding amounts, if any, for
all outstanding series, (y) the Excess Funding Amount (General) and (z) the
Excess Funding Amount (SRC), for such day or Distribution Date.
"Net Adjusted Yield" shall mean, with respect to any Distribution
Date, the average of the percentages obtained for each of the three preceding
Due Periods by subtracting the Base Rate from the Net Yield for such Due
Period.
"Net Yield" shall mean, with respect to any Due Period or any
Distribution Date, the annualized percentage equivalent of a fraction (a) the
numerator of which is the sum of the (i) Series Finance Charge Collections,
(ii) Series Additional Allocable Amounts, (iii) finance charge collections
and additional allocable amounts, if any, reallocated to the Series
established hereby pursuant to Sections 8(b)(27-34), 8(c)(24-31) and 8(d)(25-
32) minus (iv) the Series Investor Charged-Off Amount, and (b) the
denominator of which is the Series Invested Amount.
"Non-Variable Accumulation Series" shall mean each outstanding
Series
that is not a Variable Accumulation Series.
"Paired Series," if applicable, shall have the meaning set forth in
Section 23.
"PFA Covered Amount," if applicable, for any Distribution Date with
respect to the Controlled Accumulation Period will be equal to (A) if the
Investor Certificates are fixed rate certificates, one-twelfth of the product
of (i) the Class Weighted Average Certificate Rate and (ii) the amount on
deposit in the Series Principal Funding Account, if any, as of the preceding
Distribution Date or (B) if the Investor Certificates are floating rate
certificates, the product of (i) a fraction, the numerator of which is the
actual number of days in the interest period and the denominator of which is
360, (ii) the Class Weighted Average Certificate Rate and (iii) the amount on
deposit in the Series Principal Funding Account, if any, as of the preceding
Distribution Date.
"PFA Special Reserve Account," if applicable, shall have the meaning
set forth in Section 7(g)(1).
"PFA Special Reserve Account Factor," if applicable, shall mean,
with
respect to any Determination Date, the percentage equivalent of a fraction,
the numerator of which is the number of Due Periods scheduled to be included
in the Controlled Accumulation Period as of such date and the denominator of
which is the Initial Scheduled Controlled Accumulation Period Length (which
percentage shall never exceed 100%).
"PFA Special Reserve Account Funding Date," if applicable, shall
mean
the Distribution Date with respect to the Due Period that commences 12 months
prior to the first Due Period of the Controlled Accumulation Period (as such
may be postponed pursuant to Section 19), provided that, upon notice to the
Servicer and the Trustee, the Seller may delay the PFA Special Reserve
Account Funding Date to the Distribution Date related to the Due Period that
occurs not later than the number of months prior to the scheduled
commencement date of the Controlled Accumulation Period determined in
accordance with the following schedule:
Number of Months
Net Adjusted Yield (rounded up to nearest whole number)
- ---------------------- -------------------------------------
Less than 2% The product of (i) the PFA Special Reserve
Required Percentage divided by 1%, (ii) the
PFA Special Reserve Account Factor and
(iii)
12
2% or more, but less
than 3% The product of (i) the PFA Special Reserve
Required Percentage divided by 2%, (ii) the
PFA Special Reserve Account Factor and
(iii)
12
3% or more, but less
than 4% The product of (i) the PFA Special Reserve
Required Percentage divided by 3%, (ii) the
PFA Special Reserve Account Factor and
(iii)
12
4% or more The product of (i) the PFA Special Reserve
Required Percentage divided by 4%, (ii) PFA
Special Reserve Account Factor and (iii) 12
"PFA Special Reserve Required Amount," if applicable, shall mean,
with respect to any Distribution Date prior to the PFA Special Reserve
Account Funding Date, $0, and on or after the PFA Special Reserve Account
Funding Date, the product of (a) the product of (i) the PFA Special Reserve
Required Percentage and (ii) the Series Invested Amount less the Class
Invested Amount of all Seller Retained Classes as of the preceding
Distribution Date (after giving effect to all changes therein on such date)
and (b) the PFA Special Reserve Account Factor as of such Distribution Date.
"PFA Special Reserve Required Amount Shortfall," if applicable,
shall
mean the positive difference, if any, between the PFA Special Reserve
Required Amount and the amount on deposit in the PFA Special Reserve Account.
"PFA Special Reserve Required Percentage," if applicable, shall be
the percentage set forth in the Series Term Sheet.
"Pre-Funding Covered Amount," if applicable, with respect to the
Pre-
Funding Period will be equal to (A) if the Investor Certificates are fixed
rate certificates, one-twelfth of the product of (i) the Class Weighted
Average Certificate Rate and (ii) the amount on deposit in the Series Pre-
Funding Account, if any, as of the preceding Distribution Date or (B) if the
Investor Certificates are floating rate certificates, the product of (i) a
fraction, the numerator of which is 360 and the denominator of which is the
actual number of days in the interest period, (ii) the Class Weighted Average
Certificate Rate and (iii) the amount on deposit in the Series Pre-Funding
Account, if any, as of the preceding Distribution Date.
"Pre-Funding Period," if applicable, shall have the meaning set
forth
in Section 7(h)(3).
"Pre-Funding Special Reserve Account," if applicable, shall have the
meaning set forth in Section 7(h)(1).
"Pre-Funding Special Reserve Amount," if applicable, for any
Distribution Date shall mean the amount on deposit in the Pre-Funding Special
Reserve Account for such Distribution Date.
"Pre-Funding Special Reserve Amount Shortfall," if applicable, shall
mean the positive difference, if any between the Pre-Funding Special Reserve
Required Amount and the Pre-Funding Special Reserve Amount.
"Pre-Funding Special Reserve Required Amount," if applicable, shall
have the meaning set forth in the Series Term Sheet.
"Pre-LIBOR Determination Date Class Modified Required Amount," with
respect to any Class with respect to any Distribution Date, shall mean the
Class Modified Required Amount for such Distribution Date; provided that in
calculating such amount, the Certificate Interest with respect to such Class
for such Distribution Date shall be deemed to be the Certificate Interest
that would apply to such Class if the LIBOR Determination Date were the first
Business Day of the calendar month of the month preceding such Distribution
Date.
"Principal Payment Date," if applicable, shall mean each date
designated as such in the Series Term Sheet.
"Purchased Class" shall have the meaning specified in Section 22.
"Qualified Substitute Cap Arrangement," if applicable, shall have
the
meaning specified in Section 13.
"Qualified Third Party Credit Enhancement Provider," if applicable,
shall mean (i) if the Third Party Credit Enhancement is not Funded Third
Party Credit Enhancement, an institution that meets the Qualified Third Party
Credit Enhancement Provider rating requirements set forth in the Series Term
Sheet at the time of the funding of such Third Party Credit Enhancement, or
(ii) if the Third Party Credit Enhancement is a Funded Credit Enhancement, an
institution that meets the Qualified Third Party Credit Enhancement Provider
rating requirements set forth in the Series Term Sheet (or, in either
subsection (i) or (ii) such lesser requirements as the applicable Rating
Agency shall allow); provided, however, that in the event the Servicer elects
to obtain Third Party Credit Enhancement that is not Funded Third Party
Credit Enhancement and is unable after the exercise of its best efforts to
obtain from a Qualified Third Party Credit Enhancement Provider as so defined
such Third Party Credit Enhancement with respect to which the representations
set forth in Section 10(a) shall be true, the term "Qualified Third Party
Credit Enhancement Provider" shall mean a Person who satisfies such
requirements except that its long-term unsecured debt rating by any
nationally recognized rating agency may be lower than that set forth in such
requirements, but shall not be lower than the highest credit rating of any
Person who otherwise satisfies said requirements and from whom the Servicer
is able to obtain such a Third Party Credit Enhancement.
"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 Moody's or Standard & Poor's. "Rating
Agencies" shall mean both Moody's and Standard & Poor's.
"Reimbursed Loss Event" shall mean, with respect to each Class, any
Distribution Date on which the aggregate amount of unreimbursed Investor
Losses for such Class is reduced to zero in accordance with Section 11(b),
provided that if the Class Invested Amounts for all Classes senior to such
Class have been reduced to zero and such Reimbursed Loss Event occurs on such
Class's Final Expected Payment Date, the Reimbursed Loss Event shall be
deemed to occur on the current Distribution Date for the purposes of
calculation of such Class's Modified Required Amount.
"Reimbursed Loss Interest" shall mean, with respect to each Class
for
any Distribution Date, an amount equal to the product of (i) the aggregate
amount of Investor Losses that have not been reimbursed prior to the
commencement of the related Due Period and (ii) a fraction the numerator of
which is the Certificate Rate or the Class Weighted Average Certificate Rate,
as applicable, for such Class for the related Due Period and the denominator
of which is (x) if the relevant Certificate Rate is to be calculated on the
basis of the actual number of days elapsed and a 360-day year, 360 divided by
the actual number of days from and including the immediately preceding
Distribution Date to but excluding the current Distribution Date or (y) if
the relevant Certificate Rate is to be calculated on the basis of a 360-day
year of twelve 30-day months, twelve.
"Reimbursed Loss Interest Gross-up Amount" shall mean, with respect
to each Class for any Distribution Date, an amount equal to the product of
(i) the positive difference, if any, between the Class Alternative Deficiency
Amount for the immediately preceding Payment Date and the Class Deficiency
Amount for the immediately preceding Payment Date and (ii) a fraction the
numerator of which is the Certificate Rate or the Class Weighted Average
Certificate Rate, as applicable, for such Class for the related Due Period
and the denominator of which is (x) if the relevant Certificate Rate is to be
calculated on the basis of the actual number of days elapsed and a 360-day
year, 360 divided by the actual number of days from and including the
immediately preceding Distribution Date to but excluding the current
Distribution Date or (y) if the relevant Certificate Rate is to be calculated
on the basis of a 360-day year of twelve 30-day months, twelve.
"Replacement Class Coupon Cap Agreement," if any, shall mean an
interest rate cap agreement or other interest rate protection having
substantially the same terms and conditions as the Class Coupon Cap Agreement
that it replaces, and otherwise satisfying the conditions set forth in
Section 13.
"Required Daily Deposit" for any Business Day shall mean:
(a) during each Due Period in the Revolving Period, an
amount equal to:
(x) on or prior to the LIBOR Determination Date with
respect to the Interest Accrual Period immediately preceding any Distribution
Date, the lesser of (A) the Series Finance Charge Collections for such
Business Day and, on any Business Day in a Due Period on or after the
Business Day on which the aggregate amount of Collections received in such
Due Period exceeds the aggregate amount of Finance Charge Receivables billed
at the beginning of such Due Period, the Series Principal Collections for
such Business Day and (B) the difference between (i) the Pre-LIBOR
Determination Date Class Modified Required Amounts (plus, if Sears is not the
Servicer, the Series Monthly Servicing Fee for each Business Day) for all
Classes of such Series and (ii) amounts previously deposited in the
Collections Account with respect to the current Due Period pursuant to this
subsection (a), or
(y) following the LIBOR Determination Date with
respect to the Interest Accrual Period immediately preceding any Distribution
Date, the lesser of (A) the Series Finance Charge Collections for such
Business Day and, on any Business Day in a Due Period on or after the
Business Day on which the aggregate amount of Collections received in such
Due Period exceeds the aggregate amount of Finance Charge Receivables billed
at the beginning of such Due Period, the Series Principal Collections for
such Business Day and (B) the difference between (i) the Class Modified
Required Amounts (plus, if Sears is not the Servicer, the Series Monthly
Servicing Fee for each Business Day) for all Classes of such Series and (ii)
amounts previously deposited in the Collections Account with respect to the
current Due Period pursuant to this subsection (a);
(b) during each Due Period in the Controlled
Amortization Period or Controlled Accumulation Period, as applicable, an
amount equal to the sum of:
(x) the amount calculated pursuant to subsection
(a); and
(y) the lesser of (A) the Series Principal
Collections for such Business Day (less the amount of the Series Principal
Collections for such Business Day deposited in the Collections Account
pursuant to clause (b)(x) hereof) minus the positive difference, if any,
between (i) any Seller Retained Class Principal Collections for such Business
Day and (ii) if greater than zero, the amount of Series Principal Collections
deposited in the Collections Account pursuant to clause (b)(x) hereof on such
Business Day and each prior Business Day minus the sum of the Seller Retained
Class Principal Collections for each preceding Business Day with respect to
the current Due Period and (B) the positive difference, if any, between (i)
the Class Controlled Amortization Amount or the Class Controlled Accumulation
Amount, as applicable and (ii) amounts previously deposited in the
Collections Account with respect to such amounts with respect to the current
Due Period pursuant to this subsection (b); provided, however, that such
amount shall not exceed the Class Controlled Amortization Amount or Class
Controlled Accumulation Amount, as applicable;
(c) during each Due Period in the Rapid Amortization
Period, an amount equal to the sum of:
(x) the Series Finance Charge Collections for such
Business Day and (y) the Series Principal Collections minus the positive
difference, if any, between (A) the Seller Retained Class Principal
Collections for such Business Day and (B) (i) on or prior to the LIBOR
Determination Date with respect to the Interest Accrual Period immediately
preceding any Distribution Date, the positive difference, if any, between (1)
the Pre-LIBOR Determination Date Class Modified Required Amounts (plus, if
Sears is not the Servicer, the Series Monthly Servicing Fee for each Business
Day) for all Classes of such Series and (2) the Series Finance Charge
Collections deposited in the Collections Account on such Business Day and on
each prior Business Day in such Due Period and the Seller Retained Class
Principal Collections deposited in the Collections Account on each prior
Business Day with respect to the current Due Period pursuant to this
subsection (c), or (ii) following the LIBOR Determination Date with respect
to the Interest Accrual Period immediately preceding any Distribution Date,
the positive difference, if any, between (1) the Class Modified Required
Amounts (plus, if Sears is not the Servicer, the Series Monthly Servicing Fee
for each Business Day) for all Classes of this Series for such Distribution
Date and (2) the Series Finance Charge Collections deposited in the
Collections Account on such Business Day and on each prior Business Day in
such Due Period and the Seller Retained Class Principal Collections deposited
in the Collections Account on each prior Business Day with respect to the
current Due Period pursuant to this subsection (c);
provided, however, that the Series Finance Charge Collections and Series
Principal Collections received each Business Day shall be estimated in
accordance with Section 4.03(b) of the Pooling and Servicing Agreement.
"Revolving Period" shall have the meaning set forth in the Series
Term Sheet.
"Seller Retained Class," as specified in the Series Term Sheet,
shall
mean any Class of Investor Certificates owned by the Seller.
"Seller Retained Class Principal Collections" shall mean, with
respect to any day or any Distribution Date, an amount equal to the Class
Percentage of a Seller Retained Class multiplied by the Series Principal
Collections for such day or Distribution Date.
"Seller Retained Class Purchase Date" shall have the meaning set
forth in Section 22.
"Series Additional Allocable Amounts," if any, shall mean, for any
Distribution Date, the sum of the (i) Series Yield Collections, (ii) Series
Investment Income, (iii) Class Coupon Cap Payment, if any, (iv) Series
Additional Investor Funds, (v) amounts withdrawn from the PFA Special Reserve
Account pursuant to Section 7(g)(3), (vi) amounts withdrawn from the Pre-
Funding Special Reserve Account pursuant to Section 7(h)(3) and (vii) the sum
of the Swap Counterparty Payments, if any.
"Series Additional Funds," if applicable, shall mean, for any
Distribution Date, the Additional Funds deposited into the Series Collections
Account for the Series established hereby on such Distribution Date.
"Series Additional Investor Funds," if applicable, shall mean, for
any Distribution Date, the Series Additional Funds, if any, that are not
applied to the payment of the Investor Monthly Servicing Fee pursuant to
Section 12.
"Series Aggregate Excess Funding Amount" shall mean an amount equal
to (i) a fraction (a) the numerator of which is the Series Investor Interest
and (b) the denominator of which is the sum of the Series Investor Interests
for all outstanding Series multiplied by (ii) the Group Excess Funding
Amount.
"Series Allocable Investment Amount" shall mean, with respect to any
Distribution Date, the sum of (i) the product of (a) the investment income on
funds on deposit in the Collections Account for the related Due Period and
(b) a fraction the numerator of which is the sum of the numerators for all
Classes in this Series used in calculating the Class Percentage with respect
to Finance Charge Collections and the denominator of which is the sum of the
numerators used in calculating the class percentage with respect to Finance
Charge Collections for all classes of all outstanding series and (ii) the
product of (x) the investment income on funds on deposit in the Group
Collections Account for the Group to which the Series established hereby is
a member for the related Due Period and (y) a fraction the numerator of which
is the sum of the numerators for all Classes in the Series established hereby
used in calculating the Class Percentage with respect to Finance Charge
Collections and the denominator of which is the sum of the numerators used in
calculating the class percentage with respect to Finance Charge Collections
for all classes of all series in the Group to which the Series established
hereby is a member.
"Series Available Principal Amount" shall mean, for any Distribution
Date, for each series that is a member of the same Group as the Series
established hereby (including the Series established hereby) that is in its
Controlled Amortization Period or Controlled Accumulation Period, as
applicable, an amount calculated as follows: For each such series, seriatim,
beginning with the series with the largest series investor interest as of
such Distribution Date (and if more than one series has the same series
investor interest on such Distribution Date, beginning with whichever of such
series has the longest time remaining in its controlled amortization period
or controlled accumulation period, as applicable (assuming that no rapid
amortization event occurs with respect to such series)), an amount equal to
(x) the Group Available Principal Amount less (y) the difference between the
series required principal amount and the amount of such series' controlled
amortization amount or controlled accumulation amount, as applicable, that
was funded on such Distribution Date (including any portion of such amount
that was funded by amounts withdrawn from the Group Principal Collections
Reallocation Account pursuant to Sections 8(c)(52-54)). For purposes of
calculating the series available principal amount for each other such series,
the Group Available Principal Amount shall be reduced by the amount
calculated in clause (y) above for each prior series for which the series
available principal amount was calculated.
"Series Closing Date" shall mean the date designated as such in the
Series Term Sheet.
"Series Collections Account" shall have the meaning specified in
Section 7(a).
"Series Cut-Off Date" shall mean the last day of the Due Period
occurring in the month specified in the Series Term Sheet.
"Series Distribution Account" shall have the meaning specified in
Section 7(a).
"Series Excess Funding Amount (SRC)" shall mean an amount equal to
the product of (i) the Group Excess Funding Amount (SRC) and (ii) a fraction
(a) the numerator of which is the numerator used in calculating the Class
Percentage with respect to Principal Collections for the Seller Retained
Class and (b) the denominator of which is the sum of the numerators used in
calculating the class percentage with respect to principal collections for
all seller retained classes in the Group (including the Series established
hereby) to which the Series established hereby is a member.
"Series Excess Servicing," for any Distribution Date, shall have the
meaning set forth in Section 8(b)(19), 8(c)(16) or 8(d)(17), as applicable,
for such Distribution Date.
"Series Finance Charge Collections" shall mean, with respect to any
day or any Distribution Date, the sum of the amount of Class Finance Charge
Collections for each Class of such Series for such day or for the related Due
Period, as applicable.
"Series Initial Investor Interest" shall mean an amount equal to the
sum of the Class Initial Investor Interests for all Classes of the Series
established hereby.
"Series Initial Pre-Funding Amount," if applicable, shall mean the
amount specified in the Series Term Sheet.
"Series Interest Funding Account" shall have the meaning specified
in Section 7(d).
"Series Invested Amount" with respect to any Distribution Date,
shall
mean the sum of the Class Invested Amounts for each Class of the Series
established hereby on such Distribution Date.
"Series Investment Income" with respect to any Distribution Date,
shall mean the sum of (a) the income from the investment of funds on deposit
in (i) the Series Principal Funding Account, (ii) the Series Interest Funding
Account, (iii) the Pre-Funding Special Reserve Account, if any, (iv) the PFA
Special Reserve Account, if any, and (v) the Series Pre-Funding Account, if
any, (b) the income from the investment of funds with respect to the Series
Aggregate Excess Funding Amount and (c) the Series Allocable Investment
Amount.
"Series Investor Charged-Off Amount" shall mean an amount equal to
the sum of the Class Investor Charged-Off Amounts for all Classes of the
Series established hereby.
"Series Investor Interest" with respect to any Distribution Date,
shall mean the sum of the Class Investor Interests for each Class of the
Series established hereby on such Distribution Date.
"Series Minimum Principal Receivables Balance" shall mean, with
respect to the Series established hereby, on any Determination Date, the
greater of (i) the Series Investor Interest minus Supplemental Cash on such
Determination Date, divided by .909, or (ii) if a Fixed Principal Allocation
Event has occurred (and a Fixed Principal Allocation Adjustment has not
occurred), the Series Investor Interest minus Supplemental Cash as of the
first day of the Due Period prior to the occurrence of the Fixed Principal
Allocation Event, subject to reduction, in the event that a Rapid
Amortization Event occurs with respect to any series with which this Series
is paired, to an amount equal to the sum of the then applicable numerators
for the Class Percentages with respect to all classes in such series with
respect to Principal Collections, or (iii) if a Fixed Principal Allocation
Adjustment has occurred, the Series Investor Interest minus Supplemental Cash
as of the first day of the Due Period prior to the Fixed Principal Allocation
Event multiplied by the Fixed Principal Allocation Adjustment Factor;
provided, however, that following the occurrence of a Rapid Amortization
Event, the amount in clause (iii) shall equal the Series Investor Interest
minus Supplemental Cash as of the first day of the Due Period prior to the
occurrence of such Rapid Amortization Event; and provided, further, that the
Seller may, upon 30 days' prior notice to the Trustee, the Rating Agencies
and the Third Party Credit Enhancement Provider, if any, reduce the Series
Minimum Principal Receivables Balance by increasing the divisors set forth
above, subject to the condition that the Seller shall have been notified by
the Rating Agencies that such reduction would not result in a Ratings Event
for any Series then outstanding; and provided, further, that the divisor used
in the calculation of Series Minimum Principal Receivables Balance may not be
increased to more than .980.
"Series Monthly Servicing Fee" shall mean, with respect to any
Distribution Date, the sum of the Class Monthly Servicing Fees for each Class
of the Series established hereby on such Distribution Date.
"Series Monthly Servicing Fee Additional Funds Portion," if
applicable, shall mean the product of (i) the Series Monthly Servicing Fee
Additional Funds Portion Percentage and (ii) Series Investor Interest minus
the Supplemental Cash allocable to such Series on the first day of the
related Due Period (or in the case of the first Distribution Date for the
Series established hereby, the Series Initial Investor Interest less the
Series Pre-Funding Amount, if any).
"Series Monthly Servicing Fee Additional Funds Portion Percentage,"
if applicable, shall mean the percentage set forth in the Series Term Sheet.
"Series Monthly Servicing Fee Additional Funds Portion Shortfall,"
if applicable, shall have the meaning set forth in Section 8(b)(6), 8(c)(4)
or 8(d)(8).
"Series Percentage" shall mean, with respect to any specified
category, with respect to any Distribution Date, the sum of the Class
Percentages with respect to such category for each Class of the Series
established hereby on such Distribution Date.
"Series Pre-Funding Account" shall have the meaning specified in
Section 7(f).
"Series Pre-Funding Amount," if applicable, for any Distribution
Date
shall mean the principal amount on deposit in the Series Pre-Funding Account
for such Distribution Date.
"Series Pre-Funding Deadline," if applicable, shall mean the date
set
forth in the Series Term Sheet.
"Series Principal Collections" shall mean, with respect to any day
or any Distribution Date, the sum of the amount of Class Principal
Collections for each Class of the Series established hereby for such day or
for the related Due Period, as applicable.
"Series Principal Collections Account" shall have the meaning
specified in Section 7(a).
"Series Principal Funding Account" shall mean the Series Principal
Funding Account established pursuant to Section 7(c). Amounts "on deposit
in" the Series Principal Funding Account shall be deemed to be on deposit for
the benefit of (i) the Class A Certificateholders for the period up to and
including the earlier of the (a) Class A Expected Final Payment Date or (b)
the date on which the Class A Invested Amount is paid in full, (ii) the Class
B Certificateholders for the period beginning immediately after the date
specified in subsection (i) and ending on the earlier of (a) the Class B
Expected Final Payment Date and (b) the date the Class B Invested Amount is
paid in full and (iii) the Class C Certificateholders for the period
beginning immediately after the date specified in subsection (ii) and ending
on the earlier of (a) the Class C Expected Final Payment Date and (b) the
date on which the Class C Invested Amount is paid in full. Amounts "on
deposit in" the Series Principal Funding Account shall be deemed to include
amounts invested in Permitted Investments pursuant to Section 7(c) unless the
context clearly requires otherwise.
"Series Required Principal Amount" shall mean, with respect to each
Distribution Date, with respect to each Series that is a member of the same
Group as the Series established hereby (including the Series established
hereby) that is in its controlled amortization period or controlled
accumulation period, as applicable, the product of (x) 1.20 and (y) the Class
Controlled Amortization Amount or the Class Controlled Accumulation Amount,
as applicable, for such series for each such Distribution Date.
"Series Term Sheet" shall mean the Series Term Sheet setting forth
the terms of the Series of Investor Certificates issued hereby, to which this
Annex is attached.
"Series Termination Date" shall mean the date designated as such in
the Series Term Sheet.
"Series Yield Collections" shall mean, with respect to any day or
any
Distribution Date, as applicable, an amount equal to the product of the
Series Yield Factor and the amount of Series Principal Collections for such
day or the related Due Period, as applicable.
"Series Yield Factor" shall mean the number identified as such in
the
Series Term Sheet, as such number may be changed from time to time pursuant
to Section 20.
"Special Payment Date" shall mean each Distribution Date with
respect
to the Rapid Amortization Period, including the Distribution Dates with
respect to each Class Expected Final Payment Date, and all Distribution Dates
after any Class Expected Final Payment Date (in either the Controlled
Accumulation Period or the Rapid Amortization Period) if the Class Invested
Amount has not been reduced to zero on or before such Class Expected Final
Payment Date.
"Stated Controlled Accumulation Period Commencement Date" shall
mean,
for any Variable Accumulation Series, the date so specified in the Series
Term Sheet.
"Subclass" with respect to any Class shall mean, if applicable, each
portion of such Class that has a different Certificate Rate or method of
calculating its Certificate Rate.
"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
Swap, provided, however, that the sum of the Swap Notional Amounts for all
Interest Rate Swaps on any Distribution Date shall not exceed the sum of the
Class A Invested Amount and the Class B Invested Amount on such Distribution
Date.
"Swap Rate," if applicable, with respect to any Interest Rate Swap,
shall have the meaning specified in the Series Term Sheet.
"Swap Trust Payment," if applicable, for any Distribution Date,
shall
have the meaning specified in the Series Term Sheet.
"Swap Trust Payment Shortfall," if applicable, for any Distribution
Date, shall mean the positive difference, if any, between (i) the sum of the
Swap Trust Payments and (ii) the sum of (A) the Series Finance Charge
Collections allocable to each Counterparty with respect to each Interest Rate
Swap and (B) Series Additional Allocable Amounts allocable to each
Counterparty with respect to each Interest Rate Swap for such Distribution
Date.
"Telerate Page 3750," if applicable, shall mean the display page so
designated on the Dow Jones Telerate Service (or such other page as may
replace that page on that service for the purpose of displaying comparable
rates or prices).
"Third Party Credit Enhancement," if applicable, shall mean any
credit enhancement obtained by the Servicer in accordance with Section 10.
"Third Party Credit Enhancement Account," if applicable, shall have
the meaning specified in Section 7(e).
"Third Party Credit Enhancement Agreement," if applicable, shall
mean
the Agreement among the Seller, the Servicer, the Trustee and the Third Party
Credit Enhancement Provider with respect to the Third Party Credit
Enhancement.
"Third Party Credit Enhancement Amount," if applicable, shall mean
the amount on deposit in the Third Party Credit Enhancement Account as set
forth in the Series Term Sheet.
"Third Party Credit Enhancement Drawing," if applicable, shall mean
any drawing made under the Third Party Credit Enhancement.
"Third Party Credit Enhancement Fee," if applicable, shall mean, on
any Distribution Date, the sum of all fees, costs and interest payable to the
Third Party Credit Enhancement Provider or the Trustee as administrator of
the Third Party Credit Enhancement for the related Due Period pursuant to the
Third Party Credit Enhancement Agreement.
"Third Party Credit Enhancement Provider," if applicable, shall have
the meaning set forth in the Series Term Sheet.
"Total Available Third Party Credit Enhancement Amount," if
applicable, shall mean the amount set forth as such in the Third Party Credit
Enhancement Agreement.
"Variable Accumulation Series" shall mean each outstanding Series
that is not a Fixed Accumulation Series.
SECTION 2. Subordination.
(a) Subordination of Certain Classes.
(i) The Holders of each Class B Investor Certificate, by
their acceptance of such Investor Certificate, hereby subordinate, for the
benefit of the Holders of Class A Investor Certificates, to the extent and in
the manner set forth in Section 8, all of such Investor Certificateholders'
right, title and interest in and to future distributions due on such Holders'
Investor Certificates.
(ii) The Holders of each Class C Investor Certificate, by
their acceptance of such Investor Certificate, hereby subordinate, for the
benefit of the Holders of Class A Investor Certificates and the Class B
Investor Certificates, to the extent and in the manner set forth in Section
8, all of such Investor Certificateholders' right, title and interest in and
to future distributions due on such Holders' Investor Certificates.
(b) No Subordination of Series. The Investor Certificates of the
Series established hereby shall not be subordinated in right of payment to
any other Series, whether currently outstanding or to be issued in the
future. One or more other Series, however, may be subordinated in right of
payment to the Series established hereby, although the Seller shall have no
obligation to issue such a Subordinate Series. If any Subordinate Series is
issued, such Subordinate Series shall be subordinate in right of payment to
the Series established hereby only to the extent set forth in the Series
Supplement with respect to such Subordinate Series.
SECTION 3. Representations and Warranties of the Seller. The
representations and warranties of the Seller contained in Section 2.04 of the
Pooling and Servicing Agreement and the corresponding sections of any
Assignment are true on and as of the date hereof and/or the date set forth in
the Pooling and Servicing Agreement, as applicable. The Seller also
represents and warrants to the Trust as of the date hereof that the
execution, delivery and performance of this Series Supplement by the Seller
have been duly authorized by all necessary corporate action, do not require
any approval or consent of any governmental agency or authority, do not and
will not conflict with any material provision of the Certificate of
Incorporation or By-Laws of the Seller, do not and will not conflict with, or
result in a breach that would constitute a material default under, any
agreement for borrowed money binding upon or applicable to it or such of its
property that is material to it, or, to the best of the Seller's knowledge,
any law or governmental regulation or court decree applicable to it or such
material property, and this Series Supplement is the valid, binding and
enforceable obligation of the Seller, except as the same may be limited by
receivership, insolvency, reorganization, moratorium or similar laws now or
hereafter in effect relating to creditors' rights generally or general
principles of equity (whether considered in a proceeding at law or in equity)
and the discretion of the court before which any proceeding therefor may be
brought.
SECTION 4. Representations and Warranties of the Servicer. The
representations and warranties of the Servicer contained in Section 3.03 of
the Pooling and Servicing Agreement are true on and as of the date hereof.
The Servicer also represents and warrants to the Trust as of the date hereof
that the execution, delivery and performance of this Series Supplement by the
Servicer have been duly authorized by all necessary corporate action, do not
require any approval or consent of any governmental agency or authority, do
not and will not conflict with any material provision of the Certificate of
Incorporation or By-Laws of the Servicer, do not and will not conflict with,
or result in a breach that would constitute a material default under, any
agreement for borrowed money binding upon or applicable to it or such of its
property that is material to it, or, to the best of the Servicer's knowledge,
any law or governmental regulation or court decree applicable to it or such
material property, and this Series Supplement is the valid, binding and
enforceable obligation of the Servicer, except as the same may be limited by
receivership, insolvency, reorganization, moratorium or similar laws now or
hereafter in effect relating to creditors' rights generally or general
principles of equity (whether considered in a proceeding at law or in equity)
and the discretion of the court before which any proceeding therefor may be
brought.
SECTION 5. Representations and Warranties of the Trustee. The
representations and warranties of the Trustee contained in Section 11.15 of
the Pooling and Servicing Agreement are true on and as of the date hereof.
The Trustee also represents and warrants as of the date hereof that the
Trustee has full power, authority and right to execute, deliver and perform
this Series Supplement, and has taken all necessary action to authorize the
execution, delivery and performance by it of this Series Supplement, and this
Series Supplement has been duly executed and delivered by the Trustee.
SECTION 6. Authentication of Certificates.
(a) 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 provisions of
Section 6(b) below.
(b) The Investor Certificates for a Class will be issued in
registered form and will initially be represented by a single class temporary
global certificate (the "Class Temporary Global Certificate"), in the
denomination of the Class Initial Investor Interest, and substantially in the
form set forth in Exhibit A-1 or A-2 attached hereto. Each Class Temporary
Global Certificate will be authenticated by or on behalf of the Trustee and
will be deposited outside the United States with the Depository as the
depository for Cedel and Euroclear. Interests in the Class Temporary Global
Certificate may be exchanged as described below for interests in a class
permanent global certificate (the "Class Permanent Global Certificate") in
registered form, substantially in the form set forth in Exhibit A-3 or A-4
attached hereto.
(c) (i) Not earlier than the Initial Exchange Date, upon
receipt of certification of non-U.S. beneficial ownership in the form
included in each Class Temporary Global Certificate, the Seller will execute
and deliver to the Trustee one or more Class Permanent Global Certificates.
Registered Certificates shall be issued in minimum denominations of $150,000
Fractional Undivided Interests and in integral multiples of $1,000 in excess
thereof. With respect to each Class of Investor Certificates, the Trustee or
its designated agent shall hold the Class Permanent Global Certificates
registered in the name of CEDE & CO., the nominee registrant for The
Depository Trust Company. Upon any exchange of all or a portion of any Class
Temporary Global Certificate for an interest in a Class Permanent Global
Certificate, both the Class Temporary Global Certificate and the Class
Permanent Global Certificate shall be endorsed by or on behalf of the Trustee
to reflect the reduction and corresponding increase in their principal
amounts, as applicable. No interest will be paid in respect of any interest
in any Class Temporary Global Certificate and no exchange of an interest in
any Class Temporary Global Certificate for an interest in a Class Permanent
Global Certificate shall occur until the person entitled to receive such
interest payment or any such interest in the Permanent Global Certificate
provides written certification as to non-U.S. beneficial ownership
substantially in the form included in each Class Temporary Global
Certificate.
(ii) Any exchange as provided in this Section shall be made
free of charge to the beneficial owners of the Class Temporary Global
Certificate.
(iii) The delivery to the Trustee by Cedel or Euroclear of
any written statement referred to above may be relied upon by the Seller and
the Trustee as conclusive evidence that a corresponding certification or
certifications has or have been delivered to Cedel or Euroclear, as
applicable, pursuant to the terms of this Series Supplement. The Trustee,
Cedel and Euroclear, as the case may be, shall retain each certificate
delivered pursuant to this Section 6 for a period of four calendar years
following the calendar year in which such certificate is received.
(iv) The provisions of Section 6.02 of the Pooling and
Servicing Agreement shall apply to all interests of Beneficial Owners in any
Class Permanent Global Certificate as if such Investor Certificates had
originally been issued in accordance with such Section.
(v) Each Class Permanent Global Certificate shall be issued
with all legends included in the forms attached hereto as Exhibits A-3 and A-
4; provided, however, that upon delivery to Seller and Trustee of a legal
opinion, satisfactory in form and substance to Seller and Trustee, stating
that the Investor Certificates may be offered, sold or delivered in the
United States without restrictions under the United States securities laws,
the Class Permanent Global Certificates shall be reissued without any legend
regarding restrictions under such United States securities laws.
SECTION 7. Establishment and Administration of Investor
Accounts and the Third Party Credit Enhancement Account.
(a) The Series Distribution Account, the Series Collections Account
and the Series Principal Collections Account. The Trustee, for the benefit
of the Certificateholders of this Series, shall establish or maintain or
cause to be established and maintained in the name of the Trust, either (i)
three non-interest bearing segregated trust accounts with the corporate trust
department of an office or branch of a Qualified Trust Institution or (ii)
three non-interest bearing segregated demand deposit accounts at an Eligible
Institution (the "Series Distribution Account," the "Series Collections
Account" and the "Series Principal Collections Account"), each bearing a
designation clearly indicating that the funds deposited therein are held for
the benefit of the Certificateholders of this Series. The Trust shall
possess all right, title and interest in all funds on deposit in the Series
Distribution Account, the Series Collections Account and the Series Principal
Collections Account. Pursuant to authority granted to it under Section
3.01(b) of the Pooling and Servicing Agreement, the Servicer shall have the
revocable power to instruct the Trustee to withdraw funds from the Series
Distribution Account, the Series Collections Account and the Series Principal
Collections Account for the purpose of carrying out the duties of the
Servicer hereunder. The Servicer at all times shall maintain accurate
records reflecting each transaction in the Series Distribution Account, the
Series Collections Account and the Series Principal Collections Account. The
Paying Agent also shall have the revocable authority to make withdrawals from
the Series Distribution Account.
(b) Reallocation Accounts. The Trustee, for the benefit of the
Certificateholders, shall establish and maintain or cause to be established
and maintained in the name of the Trust, either (i) three non-interest
bearing segregated trust accounts with the corporate trust department of an
office or branch of a Qualified Trust Institution or (ii) three non-interest
bearing segregated demand deposit accounts at an Eligible Institution, for
the Group to which the Series established hereby belongs (the "Group Finance
Charge Collections Reallocation Account," the "Group Principal Collections
Reallocation Account" and the "Group Pre-Funding Reallocation Account," if
applicable, collectively, the "Reallocation Accounts"), each bearing a
designation clearly indicating that the funds deposited therein are held for
the benefit of the Certificateholders. The Trust shall possess all right,
title and interest in all funds on deposit from time to time in the
Reallocation Accounts and in all proceeds thereof. Pursuant to authority
granted to it under Section 3.01(b) of the Pooling and Servicing Agreement,
the Servicer shall have the revocable power to instruct the Trustee to
withdraw funds from the Reallocation Accounts for the purpose of carrying out
the duties of the Servicer hereunder. The Servicer at all times shall
maintain accurate records reflecting each transaction in each of the
Reallocation Accounts.
(c) The Series Principal Funding Account.
(1) The Trustee, for the benefit of the Certificateholders
of this Series, shall establish and maintain or cause to be established and
maintained in the name of the Trust, either (i) a non-interest bearing
segregated trust account with the corporate trust department of an office or
branch of a Qualified Trust Institution or (ii) a non-interest bearing
segregated demand deposit account at an Eligible Institution (the "Series
Principal Funding Account"), bearing a designation clearly indicating that
the funds deposited therein are held for the benefit of the
Certificateholders of this Series. The Trust shall possess all right, title
and interest in all funds on deposit from time to time in the Series
Principal Funding Account and in all proceeds thereof. The Series Principal
Funding Account shall be under the sole dominion and control of the Trustee
for the benefit of the Certificateholders of this Series. Pursuant to
authority granted to it under Section 3.01(b) of the Pooling and Servicing
Agreement, the Servicer shall have the revocable power to instruct the
Trustee to withdraw funds from the Series Principal Funding Account for the
purpose of carrying out the duties of the Servicer hereunder. Any funds on
deposit in the Series Principal Funding Account for more than one Business
Day shall be invested in Permitted Investments under Section 4.02(c) of the
Pooling and Servicing Agreement. The Servicer at all times shall maintain
accurate records reflecting each transaction in the Series Principal Funding
Account. The Paying Agent also shall have the revocable authority to make
withdrawals from the Series Principal Funding Account.
(2) On or before each Distribution Date with respect to
the Controlled Accumulation Period and the Rapid Amortization Period, if any,
a withdrawal will be made from the Series Principal Funding Account in an
amount equal to the income from the investment of funds on deposit in the
Series Principal Funding Account. Such amount withdrawn shall be deposited
into the Series Collections Account and shall be treated as a "Series
Additional Allocable Amount."
(d) The Series Interest Funding Account. The Trustee, for the
benefit of the Certificateholders of this Series, shall establish and
maintain or cause to be established and maintained in the name of the Trust,
either (i) a non-interest bearing segregated trust account in the corporate
trust department of an office or branch of a Qualified Trust Institution or
(ii) a non-interest bearing segregated demand deposit account at an Eligible
Institution (the "Series Interest Funding Account"), bearing a designation
clearly indicating that the funds deposited therein are held for the benefit
of the Certificateholders of this Series. The Trust shall possess all right,
title and interest in all funds on deposit from time to time in the Series
Interest Funding Account and in all proceeds thereof. Pursuant to authority
granted to it under Section 3.01(b) of the Pooling and Servicing Agreement,
the Servicer shall have the revocable power to instruct the Trustee to
withdraw funds from the Series Interest Funding Account for the purpose of
carrying out the duties of the Servicer hereunder. The Servicer at all times
shall maintain accurate records reflecting each transaction in the Series
Interest Funding Account. The Paying Agent shall also have the revocable
authority to make withdrawals from the Series Interest Funding Account.
(e) The Third Party Credit Enhancement Account.
(1) If the Third Party Credit Enhancement is Funded
Third Party Credit Enhancement, the Servicer, for the benefit of the
Certificateholders of this Series and the Third Party Credit Enhancement
Provider, shall establish and maintain or cause to be established and
maintained in the name of the Trust, either (i) a non-interest bearing
segregated trust account with the corporate trust department of an office or
branch of a Qualified Trust Institution or (ii) a non-interest bearing
segregated demand deposit account at an Eligible Institution (the "Third
Party Credit Enhancement Account"), bearing a designation clearly indicating
that the funds deposited therein are held for the benefit of the
Certificateholders of this Series and the Third Party Credit Enhancement
Provider. The Trust shall possess all right, title and interest in all funds
on deposit from time to time in the Third Party Credit Enhancement Account
and in all proceeds thereof. The Third Party Credit Enhancement Account
shall be under the sole dominion and control of the Trustee as the
administrator of the Third Party Credit Enhancement for the benefit of the
Certificateholders of this Series and the Third Party Credit Enhancement
Provider. The interest of the Third Party Credit Enhancement Provider in the
Third Party Credit Enhancement Account shall be subordinated to the interests
of the Certificateholders of this Series to the extent provided herein and in
the Third Party Credit Enhancement Agreement. The Third Party Credit
Enhancement Provider shall not be entitled to reimbursement from the assets
of the Trust for any withdrawals from the Third Party Credit Enhancement
Account except as specifically provided in this Series Supplement. Pursuant
to authority granted to it under Section 3.01(b) of the Pooling and Servicing
Agreement, the Servicer shall have the revocable power to instruct the
Trustee to withdraw funds from the Third Party Credit Enhancement Account for
the purpose of carrying out the duties of the Servicer hereunder. Any funds
on deposit in the Third Party Credit Enhancement Account for more than one
Business Day shall be invested in Permitted Investments under Section 4.02(c)
of the Pooling and Servicing Agreement. The Servicer at all times shall
maintain accurate records reflecting each transaction in the Third Party
Credit Enhancement Account. The Paying Agent also shall have the revocable
authority to make withdrawals from the Third Party Credit Enhancement
Account.
(2) On each Distribution Date, all interest and
investment earnings (net of losses and investment expenses) accrued since the
preceding Distribution Date on funds on deposit in the Third Party Credit
Enhancement Account shall be paid to the Trustee as administrator of the
Third Party Credit Enhancement for application in accordance with the
provisions of the Third Party Credit Enhancement Agreement. For purposes of
determining the availability of funds or the balances in the Third Party
Credit Enhancement Account, all such investment earnings on such funds shall
be deemed not to be available or on deposit. If, on any Distribution Date,
after giving effect to all other deposits to and withdrawals from the Third
Party Credit Enhancement Account as of such Distribution Date, the amount on
deposit in the Third Party Credit Enhancement Account is greater than the
maximum credit enhancement amount provided by the related Third Party Credit
Enhancement Agreement, then the excess representing such amount shall be
withdrawn from the Third Party Credit Enhancement Account and paid to the
Trustee as administrator of the Third Party Credit Enhancement for
application in accordance with the provisions of the Third Party Credit
Enhancement Agreement.
(3) Upon the earliest to occur of (i) the termination of
the Trust, (ii) the Series Termination Date or (iii) the day on which the
Class Invested Amount for each Class of the Series established hereby is paid
in full, and after payment of all amounts to be paid on such day from the
Third Party Credit Enhancement Account to or for the benefit of Investor
Certificateholders of the Series established hereby, all amounts remaining on
deposit in the Third Party Credit Enhancement Account shall be withdrawn from
such account and paid to the Trustee as administrator of the Third Party
Credit Enhancement for application in accordance with the provisions of the
Third Party Credit Enhancement Agreement.
(f) The Series Pre-Funding Account. If the Series Term Sheet for
the Series established hereby so provides, the Trustee, for the benefit of
the Certificateholders of this Series, shall establish and maintain or cause
to be established and maintained in the name of the Trust, either (i) a non-
interest bearing segregated trust account in the corporate trust department
of an office or branch of a Qualified Trust Institution or (ii) a non-
interest bearing segregated demand deposit account at an Eligible Institution
(the "Series Pre-Funding Account"), bearing a designation clearly indicating
that the funds deposited therein are held for the benefit of the
Certificateholders of this Series. The Trust shall possess all right, title
and interest in all funds on deposit from time to time in the Series Pre-
Funding Account and in all proceeds thereof. The Series Pre-Funding Account
shall be under the sole dominion and control of the Trustee for the benefit
of the Certificateholders of this Series. Pursuant to authority granted to
it under Section 3.01(b) of the Pooling and Servicing Agreement, the Servicer
shall have the revocable power to instruct the Trustee to withdraw funds from
the Series Pre-Funding Account for the purpose of carrying out the duties of
the Servicer hereunder. Any funds on deposit in the Series Pre-Funding
Account for more than one Business Day shall be invested in Permitted
Investments under Section 4.02(c) of the Pooling and Servicing Agreement.
The Servicer at all times shall maintain accurate records reflecting each
transaction in the Series Pre-Funding Account. The Paying Agent shall also
have the revocable authority to make withdrawals from the Series Pre-Funding
Account. On the Series Closing Date, the Seller shall cause to be deposited
into the Series Pre-Funding Account an amount equal to the Series Initial
Pre-Funding Amount. In connection with such Series Initial Pre-Funding
Amount, and on or before the Series Closing Date, the Servicer shall deliver
to the Trustee, the Seller and the Rating Agencies, a certificate of an
officer of the Servicer stating the size of such Series Pre-Funding Amount,
and certifying that the Servicer reasonably believes that the establishment
and funding of the Series Pre-Funding Amount will not result in any delay in
the payment of principal to the Investor Certificateholders of any Series
then outstanding.
(g) The PFA Special Reserve Account.
(1) If the Series Term Sheet for the Series established
hereby so provides, the Trustee, for the benefit of the Certificateholders of
this Series, shall establish and maintain or cause to be established and
maintained in the name of the Trust, either (i) a non-interest bearing
segregated trust account in the corporate trust department of an office or
branch of a Qualified Trust Institution or (ii) a non-interest bearing
segregated demand deposit account at an Eligible Institution (the "PFA
Special Reserve Account"), bearing a designation clearly indicating that the
funds deposited therein are held for the benefit of the Certificateholders of
this Series. The Trust shall possess all right, title and interest in all
funds on deposit from time to time in the PFA Special Reserve Account and in
all proceeds thereof. The PFA Special Reserve Account shall be under the
sole dominion and control of the Trustee for the benefit of the
Certificateholders of this Series. Pursuant to authority granted to it under
Section 3.01(b) of the Pooling and Servicing Agreement, the Servicer shall
have the revocable power to instruct the Trustee to withdraw funds from the
PFA Special Reserve Account for the purpose of carrying out the duties of the
Servicer hereunder. Any funds on deposit in the PFA Special Reserve Account
for more than one Business Day shall be invested in Permitted Investments
under Section 4.02(c) of the Pooling and Servicing Agreement. The Servicer
at all times shall maintain accurate records reflecting each transaction in
the PFA Special Reserve Account. The Paying Agent shall also have the
revocable authority to make withdrawals from the PFA Special Reserve Account.
(2) Upon the earlier to occur of (i) the Series Termination
Date or (ii) the day on which the Series Invested Amount is paid in full, the
Trustee, acting in accordance with the instructions of the Servicer, after
the prior payment of all amounts owing to the Investor Certificateholders
that are payable from the PFA Special Reserve Account as provided herein,
shall withdraw from the PFA Special Reserve Account and pay to or at the
direction of the Seller, all amounts, if any, on deposit in the PFA Special
Reserve Account and the PFA Special Reserve Account shall have terminated for
purposes of this Series Supplement.
(3) On or before each Distribution Date with respect to the
Controlled Accumulation Period, a withdrawal will be made from the PFA
Special Reserve Account in an amount equal to the lesser of (a) the amount on
deposit in the PFA Special Reserve Account with respect to such Distribution
Date and (b) the excess, if any, of the PFA Covered Amount with respect to
such Distribution Date over the amount of investment earnings on the amount
on deposit in the Series Principal Funding Account with respect to such
Distribution Date. Such amount withdrawn shall be deposited into the Series
Collections Account and treated as a "Series Additional Allocable Amount."
(h) The Pre-Funding Special Reserve Account.
(1) If the Series Term Sheet for the Series established
hereby so provides, the Trustee, for the benefit of the Certificateholders of
this Series, shall establish and maintain or cause to be established and
maintained in the name of the Trust, either (i) a non-interest bearing
segregated trust account in the corporate trust department of an office or
branch of a Qualified Trust Institution or (ii) a non-interest bearing
segregated demand deposit account at an Eligible Institution (the "Pre-
Funding Special Reserve Account"), bearing a designation clearly indicating
that the funds deposited therein are held for the benefit of the
Certificateholders of this Series. The Trust shall possess all right, title
and interest in all funds on deposit from time to time in the Pre-Funding
Special Reserve Account and in all proceeds thereof. The Pre-Funding Special
Reserve Account shall be under the sole dominion and control of the Trustee
for the benefit of the Certificateholders of this Series. Pursuant to
authority granted to it under Section 3.01(b) of the Pooling and Servicing
Agreement, the Servicer shall have the revocable power to instruct the
Trustee to withdraw funds from the Pre-Funding Special Reserve Account for
the purpose of carrying out the duties of the Servicer hereunder. Any funds
on deposit in the Pre-Funding Special Reserve Account for more than one
Business Day shall be invested in Permitted Investments under Section 4.02(c)
of the Pooling and Servicing Agreement. The Servicer at all times shall
maintain accurate records reflecting each transaction in the Pre-Funding
Special Reserve Account. The Paying Agent shall also have the revocable
authority to make withdrawals from the Pre-Funding Special Reserve Account.
(2) Upon the earlier to occur of (i) the Series Termination
Date or (ii) the day on which the amount on deposit in the Series Pre-Funding
Account is reduced to zero, the Trustee, acting in accordance with the
instructions of the Servicer, after the prior payment of all amounts owing to
the Investor Certificateholders that are payable from the Pre-Funding Special
Reserve Account as provided herein, shall withdraw from the Pre-Funding
Special Reserve Account and pay to or at the direction of the Seller, all
amounts, if any, on deposit in the Pre-Funding Special Reserve Account and
the Pre-Funding Special Reserve Account shall have terminated for purposes of
this Series Supplement.
(3) On or before each Distribution Date with respect to the
period between the Series Closing Date and date that occurs upon the earlier
of (i) the Series Pre-Funding Deadline and (ii) the date upon which there are
no longer funds on deposit in the Series Pre-Funding Account (the "Pre-
Funding Period"), a withdrawal will be made from the Pre-Funding Special
Reserve Account in an amount equal to the lesser of (a) the amount on deposit
in the Pre-Funding Special Reserve Account with respect to such Distribution
Date and (b) the excess, if any, of the Pre-Funding Covered Amount with
respect to such Distribution Date over the amount of investment earnings on
the amount on deposit in the Series Pre-Funding Account with respect to such
Distribution Date. Such amount shall be treated as a "Series Additional
Allocable Amount."
(i) Transfer of Investor Accounts. If, at any time any of the
Investor Accounts established in Sections 7(a) - 7(h) shall be located at an
institution that fails to meet the qualification requirements for an Eligible
Institution or a Qualified Trust Institution, as applicable, the Trustee
shall move or cause to be moved such Investor Account to an institution
meeting the requisite qualifications requirements within ten Business Days of
the date the Trustee becomes aware of such lack of qualification; provided,
however, that if (i) such Account is a Third Party Credit Enhancement Account
and (ii) such Account is not Funded Third Party Credit Enhancement, then the
Trustee shall move or cause to be moved such Account to an institution
meeting the requisite qualifications requirements within thirty Business Days
of the date the Trustee becomes aware of such lack of qualification.
SECTION 8. Allocations of Collections.
(a) Deposits into the Series Collections Account. On or before
each
Distribution Date, the Servicer shall direct the Trustee to withdraw from the
Group Collections Account and deposit into the Series Collections Account an
amount equal to (i) the sum of the Series Finance Charge Collections and the
Series Principal Collections and (ii) the Series Excess Funding Amount (SRC),
each for the related Due Period. On or before each Distribution Date, the
Servicer also shall direct the Trustee to deposit the Series Additional
Allocable Amounts, if any, which have not previously been deposited into the
Series Collections Account.
(b) During the Revolving Period. On or before each Distribution
Date during the Revolving Period, the Servicer shall direct the Trustee that
funds be paid or deposited, and the Trustee shall apply such funds in the
following amounts, to the extent such funds are available and in the order of
priority specified, to the account or Person indicated, in each case as set
forth below.
(1) Pre-Funding Account. If applicable, on or before the first
Distribution Date following a Series Pre-Funding Deadline, all amounts on
deposit in the Series Pre-Funding Account shall be deposited into the Series
Distribution Account.
(2) Pre-Funding Special Reserve Account. If applicable, on or
before the first Distribution Date following a Series Pre-Funding Deadline,
an amount equal to the Pre-Funding Special Reserve Amount shall be withdrawn
from the Pre-Funding Special Reserve Account and shall be deposited into the
Series Collections Account as a "Series Additional Allocable Amount."
(3) Class A Monthly Interest. An amount equal to the lesser of
(A) the Class A Modified Required Amount and
(B) the sum of Series Finance Charge Collections and Series
Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account.
(4) Class B Monthly Interest. An amount equal to the lesser of
(A) the Class B Modified Required Amount and
(B) the sum of any remaining Series Finance Charge
Collections and any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account.
(5) Class C Monthly Interest. An amount equal to the lesser of
(A) the Class C Modified Required Amount, if any, and
(B) the sum of any remaining Series Finance Charge
Collections and any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account.
(6) Series Monthly Servicing Fee Additional Funds Portion. An
amount equal to the lesser of
(A) the Series Monthly Servicing Fee Additional Funds
Portion and
(B) Series Additional Funds
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account. The positive difference, if any, between the
amount in (A) and the amount in (B) shall be the "Series Monthly Servicing
Fee Additional Funds Portion Shortfall."
(7) Series Monthly Servicing Fee. An amount equal to the lesser of
(A) the sum of the Series Monthly Servicing Fee and all
accrued but unpaid Series Monthly Servicing Fees as of the prior Distribution
Date less the Series Monthly Servicing Fee Additional Funds Portion, if any,
and
(B) the sum of any remaining Series Finance Charge
Collections and any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account.
(8) Reimbursement of Class A Cumulative Investor Charged-Off
Amounts. An amount equal to the lesser of
(A) the Class A Cumulative Investor Charged-Off Amount and
(B) the sum of any remaining Series Finance Charge
Collections and any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Group Principal Collections Reallocation Account. The Class A Cumulative
Investor Charged-Off Amount shall be reduced by the amount of such deposit.
(9) Reimbursement of Class B Cumulative Investor Charged-Off
Amounts. An amount equal to the lesser of
(A) the Class B Cumulative Investor Charged-Off Amount and
(B) the sum of any remaining Series Finance Charge
Collections and any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Group Principal Collections Reallocation Account. The Class B Cumulative
Investor Charged-Off Amount shall be reduced by the amount of such deposit.
(10) Series Monthly Servicing Fee Additional Funds Portion
Shortfall. An amount equal to the lesser of
(A) the Series Monthly Servicing Fee Additional Funds
Portion Shortfall and
(B) the sum of any remaining Series Finance Charge
Collections and any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account.
(11) Swap Trust Payments. An amount equal to the lesser of
(A) the sum of the Swap Trust Payments and
(B) the sum of any remaining Series Finance Charge
Collections and any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited in the
Series Distribution Account.
(12) Reimbursement of Class C Cumulative Investor Charged-Off
Amounts. An amount equal to the lesser of
(A) the Class C Cumulative Investor Charged-Off Amount and
(B) the sum of any remaining Series Finance Charge
Collections and any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Group Principal Collections Reallocation Account. The Class C Cumulative
Investor Charged-Off Amount shall be reduced by the amount of such deposit.
(13) Shortfalls in the Pre-Funding Special Reserve Amount. If
applicable, an amount equal to the lesser of
(A) the Pre-Funding Special Reserve Amount Shortfall and
(B) the sum of any remaining Series Finance Charge
Collections and any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Pre-Funding Special Reserve Account. The Pre-Funding Special Reserve Amount
Shortfall shall be reduced by the amount of such deposit.
(14) Shortfalls in the PFA Special Reserve Required Amount. If
applicable, an amount equal to the lesser of
(A) the PFA Special Reserve Required Amount Shortfall and
(B) the sum of any remaining Series Finance Charge
Collections and any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
PFA Special Reserve Account. The PFA Special Reserve Required Amount
Shortfall shall be reduced by the amount of such deposit.
(15) Reimbursement of prior Third Party Credit Enhancement
Drawings.
If applicable, an amount equal to the lesser of
(A) the sum of all unreimbursed Third Party Credit
Enhancement Drawings and
(B) the sum of any remaining Series Finance Charge
Collections and any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Third Party Credit Enhancement Account. The amount of unreimbursed Third
Party Credit Enhancement Drawings shall be reduced by the amount of such
deposit.
(16) Third Party Credit Enhancement Fee. If applicable, an amount
equal to the lesser of
(A) the Third Party Credit Enhancement Fee and
(B) the sum of any remaining Series Finance Charge
Collections and any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account.
(17) The Class A Early Termination Premium or the Class A Early
Termination Premium Shortfall, as applicable. If applicable, on or after the
Series Pre-Funding Deadline, an amount equal to the lesser of
(A) the Class A Early Termination Premium or the Class
A Early Termination Premium Shortfall, as applicable, and
(B) the sum of any remaining Series Finance Charge
Collections and any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account.
(18) The Class B Early Termination Premium or the Class B Early
Termination Premium Shortfall, as applicable. If applicable, on or after the
Series Pre-Funding Deadline, an amount equal to the lesser of
(A) the Class B Early Termination Premium or the Class
B Early Termination Premium Shortfall, as applicable, and
(B) the sum of any remaining Series Finance Charge
Collections and any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account.
(19) Series Excess Servicing. An amount equal to any remaining
Series Finance Charge Collections and any remaining Series Additional
Allocable Amounts (together, "Series Excess Servicing") shall be withdrawn
from the Series Collections Account and deposited into the Group Finance
Charge Collections Reallocation Account.
(20) Third Party Credit Enhancement Drawing. If applicable, an
amount equal to the lesser of
(A) the Class C Modified Required Amount Shortfall and
(B) the amount on deposit in the Third Party Credit
Enhancement Account
shall be withdrawn from the Third Party Credit Enhancement Account and
deposited into the Series Distribution Account. The Class C Modified
Required Amount Shortfall and the Third Party Credit Enhancement both shall
be reduced by the amount of such deposit.
(21) Payment of the Class A Modified Required Amount Shortfall from
a Subordinate Series. If applicable, an amount equal to the lesser of
(A) the Class A Modified Required Amount Shortfall and
(B) funds, if any, available to pay such Class A Modified
Required Amount Shortfall from funds initially allocated to any Subordinate
Series
shall be deposited into the Series Distribution Account. The Class A
Modified Required Amount Shortfall shall be reduced by the amount of such
deposit.
(22) Payment of the Class B Modified Required Amount Shortfall from
a Subordinate Series. If applicable, an amount equal to the lesser of
(A) the Class B Modified Required Amount Shortfall and
(B) funds, if any, available to pay such Class B Modified
Required Amount Shortfall from funds initially allocated to any Subordinate
Series
shall be deposited into the Series Distribution Account. The Class B
Modified Required Amount Shortfall shall be reduced by the amount of such
deposit.
(23) Payment of the Class C Modified Required Amount Shortfall from
a Subordinate Series. If applicable, an amount equal to the lesser of
(A) the Class C Modified Required Amount Shortfall and
(B) funds, if any, available to pay such Class C Modified
Required Amount Shortfall from funds initially allocated to any Subordinate
Series
shall be deposited into the Series Distribution Account. The Class C
Modified Required Amount Shortfall shall be reduced by the amount of such
deposit.
(24) Reimbursement of the Class A Cumulative Investor Charged-Off
Amount from a Subordinate Series. If applicable, an amount equal to the
lesser of
(A) the Class A Cumulative Investor Charged-Off Amount and
(B) funds, if any, available to pay such Class A Cumulative
Investor Charged-Off Amount from funds initially allocated to any Subordinate
Series
shall be deposited into the Group Principal Collections Reallocation Account.
The Class A Cumulative Investor Charged-Off Amount shall be reduced by the
amount of such deposit.
(25) Reimbursement of the Class B Cumulative Investor Charged-Off
Amount from a Subordinate Series. If applicable, an amount equal to the
lesser of
(A) the Class B Cumulative Investor Charged-Off Amount and
(B) funds, if any, available to pay such Class B Cumulative
Investor Charged-Off Amount from funds initially allocated to any Subordinate
Series
shall be deposited into the Group Principal Collections Reallocation Account.
The Class B Cumulative Investor Charged-Off Amount shall be reduced by the
amount of such deposit.
(26) Reimbursement of the Class C Cumulative Investor Charged-Off
Amount from a Subordinate Series. If applicable, an amount equal to the
lesser of
(A) the Class C Cumulative Investor Charged-Off Amount and
(B) funds, if any, available to pay such Class C Cumulative
Investor Charged-Off Amount from funds initially allocated to any Subordinate
Series
shall be deposited into the Group Principal Collections Reallocation Account.
The Class C Cumulative Investor Charged-Off Amount shall be reduced by the
amount of such deposit.
(27) Reallocations for the Class A Modified Required Amount
Shortfall from the Group Finance Charge Collections Reallocation Account. An
amount equal to the lesser of
(A) the Class A Modified Required Amount Shortfall and
(B) the product of
(x) a fraction the numerator of which is the Class
A Modified Required Amount Shortfall and the denominator of which is the sum
of the class modified required amount shortfalls for all classes with the
same alphabetical designation for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions in the
applicable Series Supplements substantially similar to the clauses preceding
this clause (27)) and
(y) the amount on deposit in the Group Finance
Charge Collections Reallocation Account before any withdrawals therefrom with
respect to any other series pursuant to a comparable clause in the applicable
Series Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account. The Class A
Modified Required Amount Shortfall shall be reduced by the amount of such
deposit.
(28) Reallocations for the Class B Modified Required Amount
Shortfall from the Group Finance Charge Collections Reallocation Account. An
amount equal to the lesser of
(A) the Class B Modified Required Amount Shortfall and
(B) the product of
(x) a fraction the numerator of which is the Class
B Modified Required Amount Shortfall and the denominator of which is the sum
of the class modified required amount shortfalls for all classes with the
same alphabetical designation for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions in the
applicable Series Supplements substantially similar to the clauses preceding
this clause (28)) and
(y) the amount on deposit in the Group Finance
Charge Collections Reallocation Account before any withdrawals therefrom with
respect to any other series pursuant to a comparable clause for any class
with the same alphabetical designation and after any withdrawals therefrom
for the benefit of all classes designated by higher letters of the alphabet
of such other series in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account. The Class B
Modified Required Amount Shortfall shall be reduced by the amount of such
deposit.
(29) Reallocations for the Class C Modified Required Amount
Shortfall from the Group Finance Charge Collections Reallocation Account. An
amount equal to the lesser of
(A) the Class C Modified Required Amount Shortfall and
(B) the product of
(x) a fraction the numerator of which is the Class
C Modified Required Amount Shortfall and the denominator of which is the sum
of the class modified required amount shortfalls for all classes not
initially rated by the Rating Agencies for all series in the Group to which
the Series established hereby belongs (after giving effect to provisions in
the applicable Series Supplements substantially similar to the clauses
preceding this clause (29)); provided, however, that if any other series (or
multiple other series) shall have more than one unrated class, the class
modified required amount shortfall to be used in the denominator for each
such other series shall be the class modified required amount shortfall for
the most senior unrated class for such series for which the class modified
required amount shortfall is greater than zero and
(y) the amount on deposit in the Group Finance
Charge Collections Reallocation Account before any withdrawals therefrom with
respect to any other series pursuant to a comparable clause for any class
with the same alphabetical designation and after any withdrawals therefrom
for the benefit of all classes designated by higher letters of the alphabet
of such other series in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account. The Class C
Modified Required Amount Shortfall shall be reduced by the amount of such
deposit.
(30) Reallocations for the Class A Cumulative Investor Charged-Off
Amount from the Group Finance Charge Collections Reallocation Account. An
amount equal to the lesser of
(A) the Class A Cumulative Investor Charged-Off Amount and
(B) the product of
(x) a fraction the numerator of which is the Class
A Cumulative Investor Charged-Off Amount and the denominator of which is the
sum of the class cumulative investor charged-off amounts for all classes with
the same alphabetical designation for all series in the Group to which the
Series established hereby belongs (after giving effect to provisions in the
applicable Series Supplements substantially similar to the clauses preceding
this clause (30)) and
(y) the amount on deposit in the Group Finance
Charge Collections Reallocation Account before any withdrawals therefrom with
respect to any other series pursuant to a comparable clause in the applicable
Series Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Group Principal Collections Reallocation
Account. The Class A Cumulative Investor Charged-Off Amount shall be reduced
by the amount of such deposit.
(31) Reallocations for the Class B Cumulative Investor Charged-Off
Amount from the Group Finance Charge Collections Reallocation Account. An
amount equal to the lesser of
(A) the Class B Cumulative Investor Charged-Off Amount and
(B) the product of
(x) a fraction the numerator of which is the Class
B Cumulative Investor Charged-Off Amount and the denominator of which is the
sum of the class cumulative investor charged-off amounts for all classes with
the same alphabetical designation for all series in the Group to which the
Series established hereby belongs (after giving effect to provisions in the
applicable Series Supplements substantially similar to the clauses preceding
this clause (31)) and
(y) the amount on deposit in the Group Finance
Charge Collections Reallocation Account before any withdrawals therefrom with
respect to any other series pursuant to a comparable clause for any class
with the same alphabetical designation and after any withdrawals therefrom
for the benefit of all classes designated by higher letters of the alphabet
of such other series in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Group Principal Collections Reallocation
Account. The Class B Cumulative Investor Charged-Off Amount shall be reduced
by the amount of such deposit.
(32) Allocations from the Group Finance Charge Collections
Reallocation Account for the payment of accrued Series Monthly Servicing
Fees. An amount equal to the lesser of
(A) all accrued but unpaid Series Monthly Servicing Fees
and
(B) the product of
(x) a fraction the numerator of which is all
accrued but unpaid Series Monthly Servicing Fees and the denominator of which
is the sum of all accrued but unpaid monthly servicing fees for all series in
the Group to which the Series established hereby belongs (after giving effect
to provisions in the applicable Series Supplements substantially similar to
the clauses preceding this clause (32)) and
(y) the amount on deposit in the Group Finance
Charge Collections Reallocation Account before any withdrawals therefrom with
respect to any other series pursuant to a comparable clause in the applicable
Series Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account.
(33) Reallocations for the Class C Cumulative Investor Charged-Off
Amount from the Group Finance Charge Collections Reallocation Account. An
amount equal to the lesser of
(A) the Class C Cumulative Investor Charged-Off Amount and
(B) the product of
(x) a fraction the numerator of which is the Class
C Cumulative Investor Charged-Off Amount and the denominator of which is the
sum of the class cumulative investor charged-off amounts for all classes
unrated by the Rating Agencies for all series in the Group to which the
Series established hereby belongs (after giving effect to provisions in the
applicable Series Supplements substantially similar to the clauses preceding
this clause (33)); provided, however, that if any other series (or multiple
other series) shall have more than one unrated class, the class cumulative
investor charged-off amount to be used in the denominator for each such other
series shall be the class cumulative investor charged-off amount for the most
senior unrated class for such series for which the class cumulative investor
charged-off amount is greater than zero and
(y) the amount on deposit in the Group Finance
Charge Collections Reallocation Account before any withdrawals therefrom with
respect to any other series pursuant to a comparable clause for any class
with the same alphabetical designation and after any withdrawals therefrom
for the benefit of all classes designated by higher letters of the alphabet
of such other series in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Group Principal Collections Reallocation
Account. The Class C Cumulative Investor Charged-Off Amount shall be reduced
by the amount of such deposit.
(34) Swap Trust Payment Shortfalls. An amount equal to the lesser
of
(A) the Swap Trust Payment Shortfall and
(B) the product of
(x) a fraction, the numerator of which is the Swap
Trust Payment Shortfall and the denominator of which is the sum of the swap
trust payment shortfalls for all series in the Group to which the Series
established hereby belongs and
(y) the amount on deposit in the Group Finance
Charge Collections Reallocation Account before any withdrawals therefrom with
respect to other series pursuant to a clause in the applicable Series
Supplement for the purpose of covering swap trust payment shortfalls and
after any withdrawals therefrom with respect to other series pursuant to a
clause in the applicable Series Supplement for the purpose of covering any
payment shortfall for such series intended to be of a higher priority than
swap trust payment shortfalls
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited in the Series Distribution Account.
(35) Payment of the Class A Modified Required Amount Shortfall from
Class C Principal Collections. An amount equal to the lesser of
(A) the Class A Modified Required Amount Shortfall and
(B) the sum of the Series Excess Funding Amount (SRC) and
Class C Principal Collections less Series Yield Collections allocable to the
Class C Investor Interest
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account. The Class A Modified Required Amount Shortfall
shall be reduced by the amount of such deposit, and the Class C Cumulative
Investor Charged-Off Amount shall be increased by the amount of such deposit.
(36) Payment of the Class A Modified Required Amount Shortfall from
Class B Principal Collections. An amount equal to the lesser of
(A) the Class A Modified Required Amount Shortfall and
(B) the Class B Principal Collections less Series Yield
Collections allocable to the Class B Investor Interest
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account. The Class A Modified Required Amount Shortfall
shall be reduced by the amount of such deposit, and the Class B Cumulative
Investor Charged-Off Amount shall be increased by the amount of such deposit.
(37) Payment of the Class B Modified Required Amount Shortfall from
Class C Principal Collections. An amount equal to the lesser of
(A) the Class B Modified Required Amount Shortfall and
(B) the sum of any remaining Series Excess Funding Amounts
(SRC) and any remaining Class C Principal Collections less Series Yield
Collections allocable to the Class C Investor Interest
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account. The Class B Modified Required Amount Shortfall
shall be reduced by the amount of such deposit, and the Class C Cumulative
Investor Charged-Off Amount shall be increased by the amount of such deposit.
(38) Reimbursement of the Class A Cumulative Investor Charged-Off
Amount from Class C Principal Collections. An amount equal to the lesser of
(A) the Class A Cumulative Investor Charged-Off Amount and
(B) the sum of any remaining Series Excess Funding Amounts
(SRC) and any remaining Class C Principal Collections less Series Yield
Collections allocable to the Class C Investor Interest
shall be withdrawn from the Series Collections Account and deposited into the
Group Principal Collections Reallocation Account. The Class A Cumulative
Investor Charged-Off Amount shall be reduced by the amount of such deposit,
and the Class C Cumulative Investor Charged-Off Amount shall be increased by
the amount of such deposit.
(39) Reallocation of the Class C Investor Interest to reimburse the
Class A Cumulative Investor Charged-Off Amount. The Class A Cumulative
Investor Charged-Off Amount shall be reduced by an amount equal to the lesser
of
(A) the Class A Cumulative Investor Charged-Off Amount and
(B) the Class C Investor Interest
and the Class C Cumulative Investor Charged-Off Amount shall be increased by
such amount; provided, however, that the Class C Cumulative Investor Charged-
Off Amount would not, as a result, exceed the Class C Initial Investor
Interest.
(40) Reimbursement of the Class A Cumulative Investor Charged-Off
Amount from Class B Principal Collections. An amount equal to the lesser of
(A) the Class A Cumulative Investor Charged-Off Amount and
(B) any remaining Class B Principal Collections less Series
Yield Collections allocable to the Class B Investor Interest
shall be withdrawn from the Series Collections Account and deposited into the
Group Principal Collections Reallocation Account. The Class A Cumulative
Investor Charged-Off Amount shall be reduced by the amount of such deposit,
and the Class B Cumulative Investor Charged-Off Amount shall be increased by
the amount of such deposit.
(41) Reallocation of the Class B Investor Interest to reimburse the
Class A Cumulative Investor Charged-Off Amount. The Class A Cumulative
Investor Charged-Off Amount shall be reduced by an amount equal to 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 Series Excess Funding Amounts
(SRC) and any remaining Class C Principal Collections less Series Yield
Collections allocable to the Class C Investor Interest
shall be withdrawn from the Series Collections Account and deposited into the
Group Principal Collections Reallocation Account. The Class B Cumulative
Investor Charged-Off Amount shall be reduced by the amount of such deposit,
and the Class C Cumulative Investor Charged-Off Amount shall be increased by
the amount of such deposit.
(43) Reallocation of the Class C Investor Interest to reimburse the
Class B Cumulative Investor Charged-Off Amount. The Class B Cumulative
Investor Charged-Off Amount shall be reduced by an amount equal to the lesser
of
(A) the Class B Cumulative Investor Charged-Off Amount and
(B) the Class C Investor Interest
and the Class C Cumulative Investor Charged-Off Amount shall be increased by
such amount; provided, however, that the Class C Cumulative Investor Charged-
Off Amount would not, as a result, exceed the Class C Initial Investor
Interest.
(44) Reallocations for the Class A Early Termination Premium
Shortfall from the Group Finance Charge Collections Reallocation Account. If
applicable, an amount equal to the lesser of
(A) the Class A Early Termination Premium Shortfall and
(B) the product of
(x) a fraction the numerator of which is the Class
A Early Termination Premium Shortfall and the denominator of which is the sum
of all class early termination premium shortfalls with the same alphabetical
designation for all series in the Group to which the Series established
hereby belongs (after giving effect to provisions in the applicable Series
Supplements substantially similar to the clauses preceding this clause (44))
and
(y) the amount on deposit in the Group Finance
Charge Collections Reallocation Account before any withdrawals therefrom with
respect to any other series pursuant to a comparable clause in the applicable
Series Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account.
(45) Reallocations for the Class B Early Termination Premium
Shortfall from the Group Finance Charge Collections Reallocation Account. If
applicable, an amount equal to the lesser of
(A) the Class B Early Termination Premium Shortfall and
(B) the product of
(x) a fraction the numerator of which is the Class
B Early Termination Premium Shortfall and the denominator of which is the sum
of all class early termination premium shortfalls with the same alphabetical
designation for all series in the Group to which the Series established
hereby belongs (after giving effect to provisions in the applicable Series
Supplements substantially similar to the clauses preceding this clause (45))
and
(y) the amount on deposit in the Group Finance
Charge Collections Reallocation Account before any withdrawals therefrom with
respect to any other series pursuant to a comparable clause for any class
with the same alphabetical designation and after any withdrawals therefrom
for the benefit of all classes designated by higher letters of the alphabet
of such other series in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account.
(46) Allocations of remaining amounts from the Group Finance Charge
Collections Reallocation Account to the Seller. An amount equal to all
remaining amounts on deposit in the Group Finance Charge Collections
Reallocation Account, after all other allocations from such Account pursuant
to the Series Supplements for any series in the Group to which the Series
established hereby belongs, shall be withdrawn from the Group Finance Charge
Collections Reallocation Account and paid to the Seller.
(47) Allocations from the Excess Funding Account (General) to the
Group Principal Collections Reallocation Account. If no series is in its
Rapid Amortization Period, or if amounts remain on deposit in the Excess
Funding Account (General) after all allocations to any other series that are
in their Rapid Amortization Periods, an amount equal to the product of
(A) a fraction the numerator of which is the sum of the
series investor interests less the sum of class investor interests with
respect to seller retained classes for all series in the Group to which the
Series established hereby belongs and the denominator of which is the
Aggregate Investor Interest less the sum of all class investor interests with
respect to seller retained classes for all outstanding series (after giving
effect to provisions in the applicable Series Supplements substantially
similar to the clauses preceding this clause (47)) and
(B) the amount on deposit in the Excess Funding Account
(General) before any withdrawals therefrom with respect to any other series
pursuant to a comparable clause in the applicable Series Supplements
shall be withdrawn from the Excess Funding Account (General) and deposited
into the Group Principal Collections Reallocation Account.
(48) Class C Permitted Controlled Amortization Amount. An amount
equal to the lesser of
(A) the Class C Permitted Controlled Amortization Amount
and
(B) remaining amounts on deposit in the Series Collections
Account
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account. The amount by which the Class C Permitted
Controlled Amortization Amount exceeds such deposit shall be the "Class C
Permitted Controlled Amortization Amount Shortfall."
(49) Allocations of Series Principal Collections. An amount equal
to the remaining Series Principal Collections minus the (i) Series Yield
Collections, if any, and (ii) remaining Seller Retained Class Principal
Collections shall be withdrawn from the Series Collections Account and
deposited into the Group Principal Collections Reallocation Account.
(50) Payment to the Seller. An amount equal to the lesser of
(A) the positive difference, if any, between the amount of
the Seller Interest and the Minimum Seller Interest (after giving effect to
all similar provisions in other Series Supplements, beginning with the series
(including the Series established hereby) having the earliest series closing
date and continuing seriatim) and
(B) any remaining amounts on deposit in the Series
Collections Account
shall be withdrawn from the Series Collections Account and paid to the
Seller. If after such payment, amounts remain on deposit in the Series
Collections Account, such amounts shall be deposited into the Excess Funding
Account (SRC).
(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 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).
(52) Allocations from the Series Pre-Funding Account to the Group
Pre-Funding Reallocation Account. If applicable, an amount equal to the
amount on deposit in the Series Pre-Funding Account shall be withdrawn from
the Series Pre-Funding Account and deposited into the Group Pre-Funding
Reallocation Account; provided, however, that such amount shall be used only
to fund principal shortfalls for other series in their controlled
accumulation or controlled amortization periods, as applicable, in the Group
to which the Series established hereby belongs.
(53) Further payment to the Seller. An amount equal to the lesser
of
(A) the positive difference, if any, between the amount of
the Seller Interest and the Minimum Seller Interest and
(B) the product of (i) any remaining amounts on deposit in
the Group Pre-Funding Reallocation Account and (ii) a fraction the numerator
of which is the amount on deposit the Group Pre-Funding Reallocation Account
and the denominator of which is the sum of all amounts on deposit in all
group pre-funding reallocation accounts (after giving effect to provisions in
the applicable Series Supplements substantially similar to Sections 8(c)(55),
8(c)(56) and 8(c)(57), and including the Group Pre-Funding Reallocation
Account to which the Series established hereby is a member).
shall be withdrawn from the Group Pre-Funding Reallocation Account and paid
to the Seller. Any remaining amounts on deposit in the Group Pre-Funding
Reallocation Account shall be allocated to each Series in the Group based on
a fraction, the numerator of which is the amount deposited pursuant to
Section 8(b)(52) and the denominator of which is the sum of all such deposits
pursuant to similar provisions in the series supplements for the Group to
which the Series established hereby belongs. Such amounts reallocated to the
Series established hereby pursuant to the prior sentence shall be deposited
into the Series Pre-Funding Account.
(c) Deposits During the Controlled Accumulation Period or
Controlled
Amortization Period, if applicable. On or before each Distribution Date
during the Controlled Accumulation Period or Controlled Amortization Period,
as applicable, the Servicer shall direct the Trustee that funds be paid or
deposited, and the Trustee shall apply such funds in the following amounts,
to the extent such funds are available and in the order of priority
specified, to the account or Person indicated, in each case as set forth
below.
(1) Class A Monthly Interest. An amount equal to the lesser of
(A) the Class A Modified Required Amount and
(B) the sum of Series Finance Charge Collections and Series
Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account.
(2) Class B Monthly Interest. An amount equal to the lesser of
(A) the Class B Modified Required Amount and
(B) the sum of any remaining Series Finance Charge
Collections and any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account.
(3) Class C Monthly Interest. An amount equal to the lesser of
(A) the Class C Modified Required Amount, if any, and
(B) the sum of any remaining Series Finance Charge
Collections and any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account.
(4) Series Monthly Servicing Fee Additional Funds Portion. An
amount equal to the lesser of
(A) the Series Monthly Servicing Fee Additional Funds
Portion and
(B) Series Additional Funds
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account. The positive difference, if any, between the
amount in (A) and the amount in (B) shall be the "Series Monthly Servicing
Fee Additional Funds Portion Shortfall."
(5) Series Monthly Servicing Fee. An amount equal to the lesser of
(A) the sum of the Series Monthly Servicing Fee and all
accrued but unpaid Series Monthly Servicing Fees as of the prior Distribution
Date less the Series Monthly Servicing Fee Additional Funds Portion, if any,
and
(B) the sum of any remaining Series Finance Charge
Collections and any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account.
(6) Reimbursement of Class A Cumulative Investor Charged-Off
Amounts. An amount equal to the lesser of
(A) the Class A Cumulative Investor Charged-Off Amount and
(B) the sum of any remaining Series Finance Charge
Collections and any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Principal Collections Account. The Class A Cumulative Investor
Charged-Off Amount shall be reduced by the amount of such deposit.
(7) Reimbursement of Class B Cumulative Investor Charged-Off
Amounts. An amount equal to the lesser of
(A) the Class B Cumulative Investor Charged-Off Amount and
(B) the sum of any remaining Series Finance Charge
Collections and any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Principal Collections Account. The Class B Cumulative Investor
Charged-Off Amount shall be reduced by the amount of such deposit.
(8) Series Monthly Servicing Fee Additional Funds Portion
Shortfall.
An amount equal to the lesser of
(A) the Series Monthly Servicing Fee Additional Funds
Portion Shortfall and
(B) the sum of any remaining Series Finance Charge
Collections and any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account.
(9) Swap Trust Payments. An amount equal to the lesser of
(A) the sum of the Swap Trust Payments and
(B) the sum of any remaining Series Finance Charge
Collections and any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited in the
Series Distribution Account.
(10) Reimbursement of Class C Cumulative Investor Charged-Off
Amounts. An amount equal to the lesser of
(A) the Class C Cumulative Investor Charged-Off Amount and
(B) the sum of any remaining Series Finance Charge
Collections and any remaining Series Additional Allocable Amounts.
shall be withdrawn from the Series Collections Account and deposited into the
Series Principal Collections Account. The Class C Cumulative Investor
Charged-Off Amount shall be reduced by the amount of such deposit.
(11) Shortfalls in the PFA Special Reserve Required Amount. If
applicable, an amount equal to the lesser of
(A) the PFA Special Reserve Required Amount Shortfall and
(B) the sum of any remaining Series Finance Charge
Collections and any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
PFA Special Reserve Account. The PFA Special Reserve Required Amount
Shortfall shall be reduced by the amount of such deposit.
(12) Reimbursement of prior Third Party Credit Enhancement
Drawings.
If applicable, an amount equal to the lesser of
(A) the sum of all unreimbursed Third Party Credit
Enhancement Drawings and
(B) the sum of any remaining Series Finance Charge
Collections and any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Third Party Credit Enhancement Account. The amount of unreimbursed Third
Party Credit Enhancement Drawings shall be reduced by the amount of such
deposit.
(13) Third Party Credit Enhancement Fee. If applicable, an amount
equal to the lesser of
(A) the Third Party Credit Enhancement Fee and
(B) the sum of any remaining Series Finance Charge
Collections and any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account.
(14) The Class A Early Termination Premium Shortfall. If
applicable, an amount equal to the lesser of
(A) the Class A Early Termination Premium Shortfall and
(B) the sum of any remaining Series Finance Charge
Collections and any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account.
(15) The Class B Early Termination Premium Shortfall. If
applicable, an amount equal to the lesser of
(A) the Class B Early Termination Premium Shortfall and
(B) the sum of any remaining Series Finance Charge
Collections and any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account.
(16) Series Excess Servicing. An amount equal to any remaining
Series Finance Charge Collections and any remaining Series Additional
Allocable Amounts (together, "Series Excess Servicing") shall be withdrawn
from the Series Collections Account and deposited into the Group Finance
Charge Collections Reallocation Account.
(17) Third Party Credit Enhancement Drawing. If applicable, an
amount equal to the lesser of
(A) the Class C Modified Required Amount Shortfall and
(B) the amount on deposit in the Third Party Credit
Enhancement Account
shall be withdrawn from the Third Party Credit Enhancement Account and
deposited into the Series Distribution Account. The Class C Modified
Required Amount Shortfall and the Third Party Credit Enhancement Amount both
shall be reduced by the amount of such deposit.
(18) Payment of the Class A Modified Required Amount Shortfall from
a Subordinate Series. If applicable, an amount equal to the lesser of
(A) the Class A Modified Required Amount Shortfall and
(B) funds, if any, available to pay such Class A Modified
Required Amount Shortfall from funds initially allocated to any Subordinate
Series
shall be deposited into the Series Distribution Account. The Class A
Modified Required Amount Shortfall shall be reduced by the amount of such
deposit.
(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 (30)) and
(y) the amount on deposit in the Group Finance
Charge Collections Reallocation Account before any withdrawals therefrom with
respect to any other series pursuant to a comparable clause in the applicable
Series Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account.
(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 (31)); provided, however, that if any other series (or multiple
other series) shall have more than one unrated class, the class cumulative
investor charged-off amount to be used in the denominator for each such other
series shall be the class cumulative investor charged-off amount for the most
senior unrated class for such series for which the class cumulative investor
charged-off amount is greater than zero and
(y) the amount on deposit in the Group Finance
Charge Collections Reallocation Account before any withdrawals therefrom with
respect to any other series pursuant to a comparable clause for any class
with the same alphabetical designation and after any withdrawals therefrom
for the benefit of all classes designated by higher letters of the alphabet
of such other series in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Principal Collections Account. The
Class C Cumulative Investor Charged-Off Amount shall be reduced by the amount
of such deposit.
(31) Swap Trust Payment Shortfalls. An amount equal to the lesser
of
(A) the Swap Trust Payment Shortfall and
(B) the product of
(x) a fraction, the numerator of which is the Swap
Trust Payment Shortfall and the denominator of which is the sum of the swap
trust payment shortfalls for all series in the Group to which the Series
established hereby belongs and
(y) the amount on deposit in the Group Finance
Charge Collections Reallocation Account before any withdrawals therefrom with
respect to other series pursuant to a clause in the applicable Series
Supplement for the purpose of covering swap trust payment shortfalls and
after any withdrawals therefrom with respect to other series pursuant to a
clause in the applicable Series Supplement for the purpose of covering any
payment shortfall for such series intended to be of a higher priority than
swap trust payment shortfalls
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited in the Series Distribution Account.
(32) Payment of the Class A Modified Required Amount Shortfall from
Class C Principal Collections. An amount equal to the lesser of
(A) the Class A Modified Required Amount Shortfall and
(B) the sum of the Series Excess Funding Amount (SRC) and
Class C Principal Collections less Series Yield Collections allocable to the
Class C Investor Interest
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account. The Class A Modified Required Amount Shortfall
shall be reduced by the amount of such deposit, and the Class C Cumulative
Investor Charged-Off Amount shall be increased by the amount of such deposit.
(33) Payment of the Class A Modified Required Amount Shortfall from
Class B Principal Collections. An amount equal to the lesser of
(A) the Class A Modified Required Amount Shortfall and
(B) the Class B Principal Collections less Series Yield
Collections allocable to the Class B Investor Interest
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account. The Class A Modified Required Amount Shortfall
shall be reduced by the amount of such deposit, and the Class B Cumulative
Investor Charged-Off Amount shall be increased by the amount of such deposit.
(34) Payment of the Class B Modified Required Amount Shortfall from
Class C Principal Collections. An amount equal to the lesser of
(A) the Class B Modified Required Amount Shortfall and
(B) the sum of any remaining Series Excess Funding Amounts
(SRC) and any remaining Class C Principal Collections less Series Yield
Collections allocable to the Class C Investor Interest
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account. The Class B Modified Required Amount Shortfall
shall be reduced by the amount of such deposit, and the Class C Cumulative
Investor Charged-Off Amount shall be increased by the amount of such deposit.
(35) Reimbursement of the Class A Cumulative Investor Charged-Off
Amount from Class C Principal Collections. An amount equal to the lesser of
(A) the Class A Cumulative Investor Charged-Off Amount and
(B) the sum of any remaining Series Excess Funding Amounts
(SRC) and any remaining Class C Principal Collections less Series Yield
Collections allocable to the Class C Investor Interest
shall be withdrawn from the Series Collections Account and deposited into the
Series Principal Collections Account. The Class A Cumulative Investor
Charged-Off Amount shall be reduced by the amount of such deposit, and the
Class C Cumulative Investor Charged-Off Amount shall be increased by the
amount of such deposit.
(36) Reallocation of the Class C Investor Interest to reimburse the
Class A Cumulative Investor Charged-Off Amount. The Class A Cumulative
Investor Charged-Off Amount shall be reduced by an amount equal to the lesser
of
(A) the Class A Cumulative Investor Charged-Off Amount and
(B) the Class C Investor Interest
and the Class C Cumulative Investor Charged-Off Amount shall be increased by
such amount; provided, however, that the Class C Cumulative Investor Charged-
Off Amount would not, as a result, exceed the Class C Initial Investor
Interest less principal payments made in respect of such Class prior to such
Distribution Date.
(37) Reimbursement of the Class A Cumulative Investor Charged-Off
Amount from Class B Principal Collections. An amount equal to the lesser of
(A) the Class A Cumulative Investor Charged-Off Amount and
(B) any remaining Class B Principal Collections less Series
Yield Collections allocable to the Class B Investor Interest
shall be withdrawn from the Series Collections Account and deposited into the
Series Principal Collections Account. The Class A Cumulative Investor
Charged-Off Amount shall be reduced by the amount of such deposit, and the
Class B Cumulative Investor Charged-Off Amount shall be increased by the
amount of such deposit.
(38) Reallocation of the Class B Investor Interest to reimburse the
Class A Cumulative Investor Charged-Off Amount. The Class A Cumulative
Investor Charged-Off Amount shall be reduced by an amount equal to the lesser
of
(A) the Class A Cumulative Investor Charged-Off Amount and
(B) the Class B Investor Interest
and the Class B Cumulative Investor Charged-Off Amount shall be increased by
such amount; provided, however, that the Class B Cumulative Investor Charged-
Off Amount would not, as a result, exceed the Class B Initial Investor
Interest.
(39) Reimbursement of the Class B Cumulative Investor Charged-Off
Amount from Class C Principal Collections. An amount equal to the lesser of
(A) the Class B Cumulative Investor Charged-Off Amount and
(B) the sum of any remaining Series Excess Funding Amounts
(SRC) and any remaining Class C Principal Collections less Series Yield
Collections allocable to the Class C Investor Interest
shall be withdrawn from the Series Collections Account and deposited into the
Series Principal Collections Account. The Class B Cumulative Investor
Charged-Off Amount shall be reduced by the amount of such deposit, and the
Class C Cumulative Investor Charged-Off Amount shall be increased by the
amount of such deposit.
(40) Reallocation of the Class C Investor Interest to reimburse the
Class B Cumulative Investor Charged-Off Amount. The Class B Cumulative
Investor Charged-Off Amount shall be reduced by an amount equal to the lesser
of
(A) the Class B Cumulative Investor Charged-Off Amount and
(B) the Class C Investor Interest
and the Class C Cumulative Investor Charged-Off Amount shall be increased by
such amount; provided, however, that the Class C Cumulative Investor Charged-
Off Amount would not, as a result, exceed the Class C Initial Investor
Interest less principal payments made in respect of such Class prior to such
Distribution Date.
(41) Reinstatement of Class C Investor Interest from the Third
Party
Credit Enhancement Account. On the Distribution Date in which the Class A
Invested Amount and Class B Invested Amounts have been reduced to zero, if
applicable, an amount equal to the lesser of
(A) the Class C Cumulative Investor Charged-Off Amount and
(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 to any other series that are
in their Rapid Amortization Period, an amount equal to the product of
(A) a fraction the numerator of which is the sum of the
series investor interests less the sum of class investor interests with
respect to seller retained classes for all series in the Group to which the
Series established hereby belongs and the denominator of which is the
Aggregate Investor Interest less the sum of all class investor interests with
respect to seller retained classes for all outstanding series (after giving
effect to provisions in the applicable Series Supplements substantially
similar to the clauses preceding this clause (46)) and
(B) the amount on deposit in the Excess Funding Account
(General) before any withdrawals therefrom with respect to any other series
pursuant to a comparable clause in the applicable Series Supplements
shall be withdrawn from the Excess Funding Account (General) and deposited
into the Group Principal Collections Reallocation Account.
(47) Allocations of Series Principal Collections. An amount equal
to the remaining Series Principal Collections minus the (i) Series Yield
Collections, if any and (ii) remaining Seller Retained Class Principal
Collections shall be withdrawn from the Series Collections Account and
deposited into the Series Principal Collections Account.
(48) Class A Controlled Accumulation Amount or the Class A
Controlled Amortization Amount, as applicable. An amount equal to the lesser
of
(A) the Class A Controlled Accumulation Amount or the Class
A Controlled Amortization Amount, as applicable, and
(B) Amounts on deposit in the Series Principal Collections
Account
shall be withdrawn from the Series Principal Collections Account and
deposited into the Series Principal Funding Account or Series Distribution
Account, as applicable. The amount by which the Class A Controlled
Accumulation Amount or Class A Controlled Amortization Amount exceeds such
deposit shall be the "Class A Controlled Accumulation Amount Shortfall" or
the "Class A Controlled Amortization Shortfall," respectively.
(49) Class C Permitted Controlled Amortization Amount. An amount
equal to the lesser of
(A) the Class C Permitted Controlled Amortization Amount
and
(B) remaining amounts on deposit in the Series Collections
Account
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account. The amount by which the Class C Permitted
Controlled Amortization Amount exceeds such deposit shall be the "Class C
Permitted Controlled Amortization Amount Shortfall."
(50) Class B Controlled Accumulation Amount or the Class B
Controlled Amortization Amount, as applicable. On the Distribution Date
following the Class A Expected Final Payment Date if the Class A Invested
Amount has been paid in full, or on and after the Distribution Date on which
the Class A Invested Amount has been paid in full if such Distribution Date
is after the Class A Expected Final Payment Date, an amount equal to the
lesser of
(A) the Class B Controlled Accumulation Amount or the Class
B Controlled Amortization Amount, as applicable, and
(B) remaining amounts on deposit in the Series Principal
Collections Account
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 Accumulation Amount or the Class C
Controlled Amortization Amount, as applicable. On each Distribution Date
after the Distribution Date on which the Class A and Class B Invested Amounts
are paid in full, an amount equal to the lesser of
(A) the Class C Controlled Accumulation Amount or the Class
C Controlled Amortization Amount, as applicable, and
(B) remaining amounts on deposit in the Series Collections
Account
shall be withdrawn from the Series Collections Account and deposited into the
Series Principal Funding Account or Series Distribution Account, as
applicable. The amount by which the Class C Controlled Accumulation Amount
or Class Controlled Amortization Amount exceeds such deposit shall be the
"Class C Controlled Accumulation Amount Shortfall" or the "Class C Controlled
Amortization Amount Shortfall."
(52) Allocations from the Group Principal Collections Reallocation
Account for the payment of the Class A Controlled Accumulation Amount
Shortfall or the Class A Controlled Amortization Amount Shortfall, as
applicable. An amount equal to the lesser of
(A) the Class A Controlled Accumulation Amount Shortfall or
the Class A Controlled Amortization Amount Shortfall, as applicable and
(B) the product of
(x) a fraction the numerator of which is the Class
A Controlled Accumulation Amount Shortfall or the Class A Controlled
Amortization Amount Shortfall, as applicable, and the denominator of which is
the sum of the class controlled accumulation amount shortfalls or class
controlled amortization amount shortfalls, as applicable, for all classes
with the same alphabetical designation for all series in the Group to which
the Series established hereby belongs (after giving effect to provisions in
the applicable Series Supplements substantially similar to the clauses
preceding this clause (52)) and
(y) the amount on deposit in the Group Principal
Collections Reallocation Account before any withdrawals therefrom with
respect to any other series pursuant to a comparable clause in the applicable
Series Supplements
shall be withdrawn from the Group Principal Collections Reallocation Account
and deposited in the Series Principal Funding Account or Series Distribution
Account, as applicable. The Class A Controlled Accumulation Amount Shortfall
or the Class A Controlled Amortization Amount Shortfall, as applicable, shall
be reduced by the amount of such deposit.
(53) Allocations from the Group Principal Collections Reallocation
Account for the payment of the Class B Controlled Accumulation Amount
Shortfall or the Class B Controlled Amortization Amount Shortfall, as
applicable. An amount equal to the lesser of
(A) the Class B Controlled Accumulation Amount Shortfall or
the Class B Controlled Amortization Amount Shortfall, as applicable and
(B) the product of
(x) a fraction the numerator of which is the Class
B Controlled Accumulation Amount Shortfall or the Class B Controlled
Amortization Amount Shortfall, as applicable, and the denominator of which is
the sum of the class controlled accumulation amount shortfalls or class
controlled amortization amount shortfalls, as applicable, for all classes
with the same alphabetical designation for all series in the Group to which
the Series established hereby belongs (after giving effect to provisions in
the applicable Series Supplements substantially similar to the clauses
preceding this clause (53)) and
(y) the amount on deposit in the Group Principal
Collections Reallocation Account before any withdrawals therefrom with
respect to any other series pursuant to a comparable clause for any class
with the same alphabetical designation and after any withdrawals therefrom
for the benefit of all classes designated by higher letters of the alphabet
of such other series in the applicable Series Supplements
shall be withdrawn from the Group Principal Collections Reallocation Account
and deposited in the Series Principal Funding Account or Series Distribution
Account, as applicable. The Class B Controlled Accumulation Amount Shortfall
or the Class B Controlled Amortization Amount Shortfall, as applicable, shall
be reduced by the amount of such deposit.
(54) Allocations from the Group Principal Collections Reallocation
Account for the payment of the Class C Controlled Accumulation Amount
Shortfall or the Class C Controlled Amortization Amount Shortfall, as
applicable. An amount equal to the lesser of
(A) the Class C Controlled Accumulation Amount Shortfall or
the Class C Controlled Amortization Amount Shortfall, as applicable and
(B) the product of
(x) a fraction the numerator of which is the Class
C Controlled Accumulation Amount Shortfall or the Class C Controlled
Amortization Amount Shortfall, as applicable, and the denominator of which is
the sum of the class controlled accumulation amount shortfalls or class
controlled amortization amount shortfalls, as applicable, for all classes
with the same alphabetical designation for all series in the Group to which
the Series established hereby belongs (after giving effect to provisions in
the applicable Series Supplements substantially similar to the clauses
preceding this clause (54)); provided, however, that if any other series (or
multiple other series) shall have more than one unrated class, the class
controlled accumulation amount shortfall or class controlled amortization
amount shortfall, as applicable, to be used in the denominator for each such
other series shall be the class controlled accumulation amount shortfall or
class controlled amortization amount shortfall, as applicable, for the most
senior unrated class for such series for which the class controlled
accumulation amount shortfall or class controlled amortization amount
shortfall, as applicable, is greater than zero and
(y) the amount on deposit in the Group Principal
Collections Reallocation Account before any withdrawals therefrom with
respect to any other series pursuant to a comparable clause for any class
with the same alphabetical designation and after any withdrawals therefrom
for the benefit of all classes designated by higher letters of the alphabet
of such other series in the applicable Series Supplements
shall be withdrawn from the Group Principal Collections Reallocation Account
and deposited in the Series Principal Funding Account or Series Distribution
Account, as applicable. The Class C Controlled Accumulation Amount Shortfall
or the Class C Controlled Amortization Amount Shortfall, as applicable, shall
be reduced by the amount of such deposit.
(55) Allocations from the Group Pre-Funding Reallocation Account
for
the payment of the Class A Controlled Accumulation Amount Shortfall or Class
A Controlled Amortization Amount Shortfall, as applicable. An amount equal
to the lesser of
(A) the Class A Controlled Accumulation Amount Shortfall or
Class A Controlled Amortization Amount Shortfall, as applicable, and
(B) the product of
(x) a fraction the numerator of which is the Class
A Controlled Accumulation Amount Shortfall or Class A Controlled Amortization
Amount Shortfall, as applicable, and the denominator of which is the sum of
the class controlled accumulation amount shortfalls or class controlled
amortization amount shortfalls, as applicable, for all classes with the same
alphabetical designation for all series not in their Rapid Amortization
Periods in the Group to which the Series established hereby belongs (after
giving effect to provisions in the applicable Series Supplements
substantially similar to the clauses preceding this clause (55)) and
(y) the amount on deposit in the Group Pre-Funding
Reallocation Account before any withdrawals therefrom with respect to any
other series pursuant to a comparable clause in the applicable Series
Supplements
shall be withdrawn from the Group Pre-Funding Reallocation Account and
deposited in the Series Principal Funding Account or Series Distribution
Account, as applicable. The Class A Controlled Accumulation Amount Shortfall
or the Class A Controlled Amortization Amount Shortfall, as applicable, will
be reduced by the amount of such deposit.
(56) Allocations from the Group Pre-Funding Reallocation Account
for
the payment of the Class B Controlled Accumulation Amount Shortfall or Class
B Controlled Amortization Amount Shortfall, as applicable. An amount equal
to the lesser of
(A) the Class B Controlled Accumulation Amount Shortfall or
Class B Controlled Amortization Amount Shortfall, as applicable, and
(B) the product of
(x) a fraction the numerator of which is the Class
B Controlled Accumulation Amount Shortfall or Class B Controlled Amortization
Amount Shortfall, as applicable, and the denominator of which is the sum of
the class controlled accumulation amount shortfalls or class controlled
amortization amount shortfalls, as applicable, for all classes with the same
alphabetical designation for all series not in their Rapid Amortization
Periods in the Group to which the Series established hereby belongs (after
giving effect to provisions in the applicable Series Supplements
substantially similar to the clauses preceding this clause (56)) and
(y) the amount on deposit in the Group Pre-Funding
Reallocation Account before any withdrawals therefrom with respect to any
other series pursuant to a comparable clause for any class with the same
alphabetical designation and after any withdrawals therefrom for the benefit
of all classes designated by higher letters of the alphabet of such other
series in the applicable Series Supplements
shall be withdrawn from the Group Pre-Funding Reallocation Account and
deposited in the Series Principal Funding Account or Series Distribution
Account, as applicable. The Class B Controlled Accumulation Amount Shortfall
or the Class B Controlled Amortization Amount Shortfall, as applicable, will
be reduced by the amount of such deposit.
(57) Allocations from the Group Pre-Funding Reallocation Account
for
the payment of the Class C Controlled Accumulation Amount Shortfall or Class
C Controlled Amortization Amount Shortfall, as applicable. An amount equal
to the lesser of
(A) the Class C Controlled Accumulation Amount Shortfall or
Class C Controlled Amortization Amount Shortfall, as applicable, and
(B) the product of
(x) a fraction the numerator of which is the Class
C Controlled Accumulation Amount Shortfall or Class C Controlled Amortization
Amount Shortfall, as applicable, and the denominator of which is the sum of
the class controlled accumulation amount shortfalls or class controlled
amortization amount shortfalls, as applicable, for all classes with the same
alphabetical designation for all series not in their Rapid Amortization
Periods in the Group to which the Series established hereby belongs (after
giving effect to provisions in the applicable Series Supplements
substantially similar to the clauses preceding this clause (57)) and
(y) the amount on deposit in the Group Pre-Funding
Reallocation Account before any withdrawals therefrom with respect to any
other series pursuant to a comparable clause for any class with the same
alphabetical designation and after any withdrawals therefrom for the benefit
of all classes designated by higher letters of the alphabet of such other
series in the applicable Series Supplements
shall be withdrawn from the Group Pre-Funding Reallocation Account and
deposited in the Series Principal Funding Account or Series Distribution
Account, as applicable. The Class C Controlled Accumulation Amount Shortfall
or the Class C Controlled Amortization Amount Shortfall, as applicable, will
be reduced by the amount of such deposit.
(58) Allocations of remaining Series Principal Collections. An
amount equal to all remaining amounts on deposit in the Series Principal
Collections Account shall be withdrawn from the Series Principal Collections
Account and deposited into the Group Principal Collections Reallocation
Account.
(59) Payment to the Seller. An amount equal to the lesser of
(A) the positive difference, if any, between the amount of
the Seller Interest and the Minimum Seller Interest (after giving effect to
all similar provisions in other Series Supplements, beginning with the series
(including the Series established hereby) having the earliest series closing
date and continuing seriatim) and
(B) any remaining amounts on deposit in the Series
Collections Account
shall be withdrawn from the Series Collections Account and paid to the
Seller. If after such payment, amounts remain on deposit in the Series
Collections Account, such amounts shall be deposited into the Excess Funding
Account (SRC).
(60) Additional payment to the Seller. An amount equal to the
lesser of
(A) the positive difference, if any, between the amount of
the Seller Interest and the Minimum Seller Interest and
(B) the product of (i) any remaining amounts on deposit in
the Group Principal Collections Reallocation Account and (ii) a fraction the
numerator of which is the remaining amounts on deposit in the Group Principal
Collections Reallocation Account and the denominator of which is the sum of
the remaining amounts on deposit in all group principal collections
reallocation accounts (including the Group Principal Collections Reallocation
Account for the Group to which the Series established hereby belongs)
shall be withdrawn from the Group Principal Collections Reallocation Account
and paid to the Seller. If after such payment, amounts remain on deposit in
the Group Principal Collections Reallocation Account, such amounts shall be
deposited into the Excess Funding Account (General).
(d) Deposits During the Rapid Amortization Period. On or before
each Distribution Date during the Rapid Amortization Period, the Servicer
shall direct the Trustee that funds be paid or deposited, and the Trustee
shall apply such funds in the following amounts, to the extent such funds are
available and in the order of priority specified, to the account or Person
indicated, in each case as set forth below.
(1) Deposits from the Series Principal Funding Account into the
Series Principal Collections Account. All amounts on deposit in the Series
Principal Funding Account shall be deposited into the Series Principal
Collections Account.
(2) Deposits from the Series Pre-Funding Account into the Series
Principal Collections Account. If applicable, all amounts on deposit in the
Series Pre-Funding Account shall be deposited into the Series Principal
Collections Account.
(3) Deposits from the PFA Special Reserve Account into the Series
Collections Account. If applicable, all amounts on deposit in the PFA
Special Reserve Account shall be deemed to be Series Finance Charge
Collections and shall be deposited into the Series Collections Account.
(4) Deposits from the Series Pre-Funding Special Reserve Account
into the Series Collections Account. If applicable, all amounts on deposit
in the Series Pre-Funding Special Reserve Account shall be deemed to be
Series Finance Charge Collections and shall be deposited into the Series
Collections Account.
(5) Class A Monthly Interest. An amount equal to the lesser of
(A) the Class A Modified Required Amount and
(B) the sum of Series Finance Charge Collections and Series
Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account.
(6) Class B Monthly Interest. An amount equal to the lesser of
(A) the Class B Modified Required Amount and
(B) the sum of any remaining Series Finance Charge
Collections and any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account.
(7) Class C Monthly Interest. An amount equal to the lesser of
(A) the Class C Modified Required Amount, if any, and
(B) the sum of any remaining Series Finance Charge
Collections and any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account.
(8) Series Monthly Servicing Fee Additional Funds Portion. An
amount equal to the lesser of
(A) the Series Monthly Servicing Fee Additional Funds
Portion and
(B) Series Additional Funds
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account. The positive difference, if any, between the
amount in (A) and the amount in (B) shall be the "Series Monthly Servicing
Fee Additional Funds Portion Shortfall."
(9) Series Monthly Servicing Fee. An amount equal to the lesser of
(A) the sum of the Series Monthly Servicing Fee and all
accrued but unpaid Series Monthly Servicing Fees as of the prior Distribution
Date less the Series Monthly Servicing Fee Additional Funds Portion, if any,
and
(B) the sum of any remaining Series Finance Charge
Collections and any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account.
(10) Reimbursement of Class A Cumulative Investor Charged-Off
Amounts. An amount equal to the lesser of
(A) the Class A Cumulative Investor Charged-Off Amount and
(B) the sum of any remaining Series Finance Charge
Collections and any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Principal Collections Account. The Class A Cumulative Investor
Charged-Off Amount shall be reduced by the amount of such deposit.
(11) Reimbursement of Class B Cumulative Investor Charged-Off
Amounts. An amount equal to the lesser of
(A) the Class B Cumulative Investor Charged-Off Amount and
(B) the sum of any remaining Series Finance Charge
Collections and any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Principal Collections Account. The Class B Cumulative Investor
Charged-Off Amount shall be reduced by the amount of such deposit.
(12) Series Monthly Servicing Fee Additional Funds Portion
Shortfall. An amount equal to the lesser of
(A) the Series Monthly Servicing Fee Additional Funds
Portion Shortfall and
(B) the sum of any remaining Series Finance Charge
Collections and any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account.
(13) Swap Trust Payments. An amount equal to the lesser of
(A) the sum of the Swap Trust Payments and
(B) the sum of any remaining Series Finance Charge
Collections and any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited in the
Series Distribution Account.
(14) Reimbursement of Class C Cumulative Investor Charged-Off
Amounts. An amount equal to the lesser of
(A) the Class C Cumulative Investor Charged-Off Amount and
(B) the sum of any remaining Series Finance Charge
Collections and any remaining Series Additional Allocable Amounts.
shall be withdrawn from the Series Collections Account and deposited into the
Series Principal Collections Account. The Class C Cumulative Investor
Charged-Off Amount shall be reduced by the amount of such deposit.
(15) Reimbursement of prior Third Party Credit Enhancement
Drawings.
On and after each Distribution Date after the Class A Invested Amount and
Class B Invested Amount have been reduced to zero, if applicable, an amount
equal to the lesser of
(A) the sum of all unreimbursed Third Party Credit
Enhancement Drawings and
(B) the sum of any remaining Series Finance Charge
Collections and any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Third Party Credit Enhancement Account. The amount of unreimbursed Third
Party Credit Enhancement Drawings shall be reduced by the amount of such
deposit.
(16) Third Party Credit Enhancement Fee. If applicable, an amount
equal to the lesser of
(A) the Third Party Credit Enhancement Fee and
(B) the sum of any remaining Series Finance Charge
Collections and any remaining Series Additional Allocable Amounts
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account.
(17) Series Excess Servicing. An amount equal to any remaining
Series Finance Charge Collections and any remaining Series Additional
Allocable Amounts (together, "Series Excess Servicing") shall be withdrawn
from the Series Collections Account and deposited into the Group Finance
Charge Collections Reallocation Account.
(18) Third Party Credit Enhancement Drawing. If applicable, an
amount equal to the lesser of
(A) the Class C Modified Required Amount Shortfall and
(B) the amount on deposit in the Third Party Credit
Enhancement Account
shall be withdrawn from the Third Party Credit Enhancement Account and
deposited into the Series Distribution Account. The Class C Modified
Required Amount Shortfall and the Third Party Credit Enhancement shall be
reduced by the amount of such deposit.
(19) Payment of the Class A Modified Required Amount Shortfall from
a Subordinate Series. If applicable, an amount equal to the lesser of
(A) the Class A Modified Required Amount Shortfall and
(B) funds, if any, available to pay such Class A Modified
Required Amount Shortfall from funds initially allocated to any Subordinate
Series
shall be deposited into the Series Distribution Account. The Class A
Modified Required Amount Shortfall shall be reduced by the amount of such
deposit.
(20) Payment of the Class B Modified Required Amount Shortfall from
a Subordinate Series. If applicable, an amount equal to the lesser of
(A) the Class B Modified Required Amount Shortfall and
(B) funds, if any, available to pay such Class B Modified
Required Amount Shortfall from funds initially allocated to any Subordinate
Series
shall be deposited into the Series Distribution Account. The Class B
Modified Required Amount Shortfall shall be reduced by the amount of such
deposit.
(21) Payment of the Class C Modified Required Amount Shortfall from
a Subordinate Series. If applicable, an amount equal to the lesser of
(A) the Class C Modified Required Amount Shortfall and
(B) funds, if any, available to pay such Class C Modified
Required Amount Shortfall from funds initially allocated to any Subordinate
Series
shall be deposited into the Series Distribution Account. The Class C
Modified Required Amount Shortfall shall be reduced by the amount of such
deposit.
(22) Reimbursement of the Class A Cumulative Investor Charged-Off
Amount from a Subordinate Series. If applicable, an amount equal to the
lesser of
(A) the Class A Cumulative Investor Charged-Off Amount and
(B) funds, if any, available to pay such Class A Cumulative
Investor Charged-Off Amount from funds initially allocated to any Subordinate
Series
shall be deposited into the Series Principal Collections Account. The Class
A Cumulative Investor Charged-Off Amount shall be reduced by the amount of
such deposit.
(23) Reimbursement of the Class B Cumulative Investor Charged-Off
Amount from a Subordinate Series. If applicable, an amount equal to the
lesser of
(A) the Class B Cumulative Investor Charged-Off Amount and
(B) funds, if any, available to pay such Class B Cumulative
Investor Charged-Off Amount from funds initially allocated to any Subordinate
Series
shall be deposited into the Series Principal Collections Account. The Class
B Cumulative Investor Charged-Off Amount shall be reduced by the amount of
such deposit.
(24) Reimbursement of the Class C Cumulative Investor Charged-Off
Amount from a Subordinate Series. If applicable, an amount equal to the
lesser of
(A) the Class C Cumulative Investor Charged-Off Amount and
(B) funds, if any, available to pay such Class C Cumulative
Investor Charged-Off Amount from funds initially allocated to any Subordinate
Series
shall be deposited into the Series Principal Collections Account. The Class
C Cumulative Investor Charged-Off Amount shall be reduced by the amount of
such deposit.
(25) Reallocations for the Class A Modified Required Amount
Shortfall from the Group Finance Charge Collections Reallocation Account. An
amount equal to the lesser of
(A) the Class A Modified Required Amount Shortfall and
(B) the product of
(x) a fraction the numerator of which is the Class
A Modified Required Amount Shortfall and the denominator of which is the sum
of the class modified required amount shortfalls for all classes with the
same alphabetical designation for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions in the
applicable Series Supplements substantially similar to the clauses preceding
this clause (25)) and
(y) the amount on deposit in the Group Finance
Charge Collections Reallocation Account before any withdrawals therefrom with
respect to any other series pursuant to a comparable clause in the applicable
Series Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account. The Class A
Modified Required Amount Shortfall shall be reduced by the amount of such
deposit.
(26) Reallocations for the Class B Modified Required Amount
Shortfall from the Group Finance Charge Collections Reallocation Account. An
amount equal to the lesser of
(A) the Class B Modified Required Amount Shortfall and
(B) the product of
(x) a fraction the numerator of which is the Class
B Modified Required Amount Shortfall and the denominator of which is the sum
of the class modified required amount shortfalls for all classes with the
same alphabetical designation for all series in the Group to which the Series
established hereby belongs (after giving effect to provisions in the
applicable Series Supplements substantially similar to the clauses preceding
this clause (26)) and
(y) the amount on deposit in the Group Finance
Charge Collections Reallocation Account before any withdrawals therefrom with
respect to any other series pursuant to a comparable clause for any class
with the same alphabetical designation and after any withdrawals therefrom
for the benefit of all classes designated by higher letters of the alphabet
of such other series in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account. The Class B
Modified Required Amount Shortfall shall be reduced by the amount of such
deposit.
(27) Reallocations for the Class C Modified Required Amount
Shortfall from the Group Finance Charge Collections Reallocation Account. An
amount equal to the lesser of
(A) the Class C Modified Required Amount Shortfall and
(B) the product of
(x) a fraction the numerator of which is the Class
C Modified Required Amount Shortfall and the denominator of which is the sum
of the class modified required amount shortfalls for all classes not
initially rated by the Rating Agencies for all series in the Group to which
the Series established hereby belongs (after giving effect to provisions in
the applicable Series Supplements substantially similar to the clauses
preceding this clause (27)); provided, however, that if any other series (or
multiple other series) shall have more than one unrated class, the class
modified required amount shortfall to be used in the denominator for each
such other series shall be the class modified required amount shortfall for
the most senior unrated class for such series for which the class modified
required amount shortfall is greater than zero and
(y) the amount on deposit in the Group Finance
Charge Collections Reallocation Account before any withdrawals therefrom with
respect to any other series pursuant to a comparable clause for any class
with the same alphabetical designation and after any withdrawals therefrom
for the benefit of all classes designated by higher letters of the alphabet
of such other series in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account. The Class C
Modified Required Amount Shortfall shall be reduced by the amount of such
deposit.
(28) Reallocations for the Class A Cumulative Investor Charged-Off
Amount from the Group Finance Charge Collections Reallocation Account. An
amount equal to the lesser of
(A) the Class A Cumulative Investor Charged-Off Amount and
(B) the product of
(x) a fraction the numerator of which is the Class
A Cumulative Investor Charged-Off Amount and the denominator of which is the
sum of the class cumulative investor charged-off amounts for all classes with
the same alphabetical designation for all series in the Group to which the
Series established hereby belongs (after giving effect to provisions in the
applicable Series Supplements substantially similar to the clauses preceding
this clause (28)) and
(y) the amount on deposit in the Group Finance
Charge Collections Reallocation Account before any withdrawals therefrom with
respect to any other series pursuant to a comparable clause in the applicable
Series Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Principal Collections Account. The
Class A Cumulative Investor Charged-Off Amount shall be reduced by the amount
of such deposit.
(29) Reallocations for the Class B Cumulative Investor Charged-Off
Amount from the Group Finance Charge Collections Reallocation Account. An
amount equal to the lesser of
(A) the Class B Cumulative Investor Charged-Off Amount and
(B) the product of
(x) a fraction the numerator of which is the Class
B Cumulative Investor Charged-Off Amount and the denominator of which is the
sum of the class cumulative investor charged-off amounts for all classes with
the same alphabetical designation for all series in the Group to which the
Series established hereby belongs (after giving effect to provisions in the
applicable Series Supplements substantially similar to the clauses preceding
this clause (29)) and
(y) the amount on deposit in the Group Finance
Charge Collections Reallocation Account before any withdrawals therefrom with
respect to any other series pursuant to a comparable clause for any class
with the same alphabetical designation and after any withdrawals therefrom
for the benefit of all classes designated by higher letters of the alphabet
of such other series in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Principal Collections Account. The
Class B Cumulative Investor Charged-Off Amount shall be reduced by the amount
of such deposit.
(30) Allocations from the Group Finance Charge Collections
Reallocation Account for the payment of accrued Series Monthly Servicing
Fees. An amount equal to the lesser of
(A) all accrued but unpaid Series Monthly Servicing Fees
and
(B) the product of
(x) a fraction the numerator of which is all
accrued but unpaid Series Monthly Servicing Fees and the denominator of which
is the sum of all accrued but unpaid monthly servicing fees for all series in
the Group to which the Series established hereby belongs (after giving effect
to provisions in the applicable Series Supplements substantially similar to
the clauses preceding this clause (30)) and
(y) the amount on deposit in the Group Finance
Charge Collections Reallocation Account before any withdrawals therefrom with
respect to any other series pursuant to a comparable clause in the applicable
Series Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account.
(31) Reallocations for the Class C Cumulative Investor Charged-Off
Amount from the Group Finance Charge Collections Reallocation Account. An
amount equal to the lesser of
(A) the Class C Cumulative Investor Charged-Off Amount and
(B) the product of
(x) a fraction the numerator of which is the Class
C Cumulative Investor Charged-Off Amount and the denominator of which is the
sum of the class cumulative investor charged-off amounts for all classes
unrated by the Rating Agencies for all series in the Group to which the
Series established hereby belongs (after giving effect to provisions in the
applicable Series Supplements substantially similar to the clauses preceding
this clause (31)); provided, however, that if any other series (or multiple
other series) shall have more than one unrated class, the class cumulative
investor charged-off amount to be used in the denominator for each such other
series shall be the class cumulative investor charged-off amount for the most
senior unrated class for such series for which the class cumulative investor
charged-off amount is greater than zero and
(y) the amount on deposit in the Group Finance
Charge Collections Reallocation Account before any withdrawals therefrom with
respect to any other series pursuant to a comparable clause for any class
with the same alphabetical designation and after any withdrawals therefrom
for the benefit of all classes designated by higher letters of the alphabet
of such other series in the applicable Series Supplements
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Principal Collections Account. The
Class C Cumulative Investor Charged-Off Amount shall be reduced by the amount
of such deposit.
(32) Swap Trust Payment Shortfalls. An amount equal to the lesser
of
(A) the Swap Trust Payment Shortfall and
(B) the product of
(x) a fraction, the numerator of which is the Swap
Trust Payment Shortfall and the denominator of which is the sum of the swap
trust payment shortfalls for all series in the Group to which the Series
established hereby belongs and
(y) the amount on deposit in the Group Finance
Charge Collections Reallocation Account before any withdrawals therefrom with
respect to other series pursuant to a clause in the applicable Series
Supplement for the purpose of covering swap trust payment shortfalls and
after any withdrawals therefrom with respect to other series pursuant to a
clause in the applicable Series Supplement for the purpose of covering any
payment shortfall for such series intended to be of a higher priority than
swap trust payment shortfalls
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited in the Series Distribution Account.
(33) Payment of the Class A Modified Required Amount Shortfall from
Class C Principal Collections. An amount equal to the lesser of
(A) the Class A Modified Required Amount Shortfall and
(B) the sum of the Series Excess Funding Amount (SRC) and
Class C Principal Collections less Series Yield Collections allocable to the
Class C Investor Interest
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account. The Class A Modified Required Amount Shortfall
shall be reduced by the amount of such deposit, and the Class C Cumulative
Investor Charged-Off Amount shall be increased by the amount of such deposit.
(34) Payment of the Class A Modified Required Amount Shortfall from
Class B Principal Collections. An amount equal to the lesser of
(A) the Class A Modified Required Amount Shortfall and
(B) the Class B Principal Collections less Series Yield
Collections allocable to the Class B Investor Interest
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account. The Class A Modified Required Amount Shortfall
shall be reduced by the amount of such deposit, and the Class B Cumulative
Investor Charged-Off Amount shall be increased by the amount of such deposit.
(35) Payment of the Class B Modified Required Amount Shortfall from
Class C Principal Collections. An amount equal to the lesser of
(A) the Class B Modified Required Amount Shortfall and
(B) the sum of any remaining Series Excess Funding Amounts
(SRC) and any remaining Class C Principal Collections less Series Yield
Collections allocable to the Class C Investor Interest
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account. The Class B Modified Required Amount Shortfall
shall be reduced by the amount of such deposit, and the Class C Cumulative
Investor Charged-Off Amount shall be increased by the amount of such deposit.
(36) Reimbursement of the Class A Cumulative Investor Charged-Off
Amount from Class C Principal Collections. An amount equal to the lesser of
(A) the Class A Cumulative Investor Charged-Off Amount and
(B) the sum of any remaining Series Excess Funding Amounts
(SRC) and any remaining Class C Principal Collections less Series Yield
Collections allocable to the Class C Investor Interest
shall be withdrawn from the Series Collections Account and deposited into the
Series Principal Collections Account. The Class A Cumulative Investor
Charged-Off Amount shall be reduced by the amount of such deposit, and the
Class C Cumulative Investor Charged-Off Amount shall be increased by the
amount of such deposit.
(37) Reallocation of the Class C Investor Interest to reimburse the
Class A Cumulative Investor Charged-Off Amount. The Class A Cumulative
Investor Charged-Off Amount shall be reduced by an amount equal to the lesser
of
(A) the Class A Cumulative Investor Charged-Off Amount and
(B) the Class C Investor Interest
and the Class C Cumulative Investor Charged-Off Amount shall be increased by
such amount; provided, however, that the Class C Cumulative Investor Charged
Off Amount would not, as a result exceed the Class C Initial Investor
Interest less principal payments made in respect of such Class prior to such
Distribution Date.
(38) Reimbursement of the Class A Cumulative Investor Charged-Off
Amount from Class B Principal Collections. An amount equal to the lesser of
(A) the Class A Cumulative Investor Charged-Off Amount and
(B) any remaining Class B Principal Collections less Series
Yield Collections allocable to the Class B Investor Interest
shall be withdrawn from the Series Collections Account and deposited into the
Series Principal Collections Account. The Class A Cumulative Investor
Charged-Off Amount shall be reduced by the amount of such deposit, and the
Class B Cumulative Investor Charged-Off Amount shall be increased by the
amount of such deposit.
(39) Reallocation of the Class B Investor Interest to reimburse the
Class A Cumulative Investor Charged-Off Amount. The Class A Cumulative
Investor Charged-Off Amount shall be reduced by an amount equal to the lesser
of
(A) the Class A Cumulative Investor Charged-Off Amount and
(B) the Class B Investor Interest
and the Class B Cumulative Investor Charged-Off Amount shall be increased by
such amount; provided, however, that the Class B Cumulative Investor Charged-
Off Amount would not, as a result, exceed the Class B Initial Investor
Interest less principal payments made in respect of such Class prior to such
Distribution Date.
(40) Reimbursement of the Class B Cumulative Investor Charged-Off
Amount from Class C Principal Collections. An amount equal to the lesser of
(A) the Class B Cumulative Investor Charged-Off Amount and
(B) the sum of any remaining Series Excess Funding Amounts
(SRC) and any remaining Class C Principal Collections less Series Yield
Collections allocable to the Class C Investor Interest
shall be withdrawn from the Series Collections Account and deposited into the
Series Principal Collections Account. The Class B Cumulative Investor
Charged-Off Amount shall be reduced by the amount of such deposit, and the
Class C Cumulative Investor Charged-Off Amount shall be increased by the
amount of such deposit.
(41) Reallocation of the Class C Investor Interest to reimburse the
Class B Cumulative Investor Charged-Off Amount. The Class B Cumulative
Investor Charged-Off Amount shall be reduced by an amount equal to the lesser
of
(A) the Class B Cumulative Investor Charged-Off Amount and
(B) the Class C Investor Interest
and the Class C Cumulative Investor Charged-Off Amount shall be increased by
such amount; provided, however, that the Class C Cumulative Investor Charged
Off Amount would not, as a result exceed the Class C Initial Investor
Interest less principal payments made in respect of such Class prior to such
Distribution Date.
(42) Reinstatement of Class C Investor Interest from the Third
Party
Credit Enhancement Account. On the Distribution Date in which the Class A
Invested Amount and Class B Invested Amounts have been reduced to zero, if
applicable, an amount equal to the lesser of
(A) the Class C Cumulative Investor Charged-Off Amount and
(B) the Third Party Credit Enhancement Amount
shall be withdrawn from the Third Party Credit Enhancement Account and
deposited into the Series Principal Collections Account by the Third Party
Credit Enhancement Provider. The Class C Cumulative Investor Charged-Off
Amount and the Third Party Credit Enhancement Amount shall both be reduced by
the amount of such deposit.
(43) Special Third Party Credit Enhancement Drawing. On the
Distribution Date in which the Class A Invested Amount and Class B Invested
Amounts have been reduced to zero, if applicable, an amount equal to the
lesser of
(A) the Class C Modified Required Amount Shortfall and
(B) the amount on deposit in the Third Party Credit
Enhancement Account
shall be withdrawn from the Third Party Credit Enhancement Account and
deposited into the Series Distribution Account. The Class C Modified
Required Amount Shortfall and the Third Party Credit Enhancement Amount shall
be reduced by the amount of such deposit.
(44) Allocations of remaining amounts from the Group Finance Charge
Collections Reallocation Account to the Seller. An amount equal to all
remaining amounts on deposit in the Group Finance Charge Collections
Reallocation Account, after all other allocations from such Account pursuant
to the Series Supplements for any series in the Group to which the Series
established hereby belongs, shall be withdrawn from the Group Finance Charge
Collections Reallocation Account and paid to the Seller.
(45) Allocations from the Excess Funding Account (General) to the
Series Principal Collections Account. An amount equal to the product of
(A) a fraction the numerator of which is the Series
Investor
Interest less the Class Investor Interest with respect to a Seller Retained
Class and the denominator of which is the sum of the series investor
interests less class investor interests with respect to seller retained
classes for all outstanding series in rapid amortization (after giving effect
to provisions in the applicable Series Supplements substantially similar to
the clauses preceding this clause (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.
(46) Allocations of Series Principal Collections. An amount equal
to the remaining Series Principal Collections minus the (i) Series Yield
Collections, if any and (ii) remaining Seller Retained Class Principal
Collections shall be withdrawn from the Series Collections Account and
deposited into the Series Principal Collections Account.
(47) Class A Rapid Amortization Amount. An amount equal to the
lesser of
(A) the Class A Rapid Amortization Amount and
(B) amounts on deposit in the Series Principal Collections
Account
shall be withdrawn from the Series Principal Collections Account and
deposited into the Series Distribution Account. The amount by which the
Class A Rapid Amortization Amount exceeds such deposit shall be the "Class A
Rapid Amortization Amount Shortfall."
(48) Class B Rapid Amortization Amount. On each Distribution Date
after the Distribution Date on which the Class A Invested Amount is paid in
full, an amount equal to the lesser of
(A) the Class B Rapid Amortization Amount and
(B) amounts on deposit in the Series Principal Collections
Account
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."
(49) Class C Rapid Amortization Amount. On each Distribution Date
after the Distribution Date on which the Class A and Class B Invested Amounts
are paid in full, an amount equal to the lesser of
(A) the Class C Rapid Amortization Amount and
(B) amounts on deposit in the Series Collections Account
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account. The amount by which the Class C Rapid
Amortization Amount exceeds such deposit shall be the "Class C Rapid
Amortization Amount Shortfall."
(50) Allocations from the Group Principal Collections Reallocation
Account for the payment of the Class A Rapid Amortization Amount Shortfall.
An amount equal to the lesser of
(A) the Class A Rapid Amortization Amount Shortfall and
(B) the product of
(x) a fraction the numerator of which is the Class
A Rapid Amortization Amount Shortfall and the denominator of which is the sum
of the class rapid amortization amount shortfalls for all classes with the
same alphabetical designation for all series in rapid amortization in the
Group to which the Series established hereby belongs (after giving effect to
provisions in the applicable Series Supplements substantially similar to the
clauses preceding this clause (50)) and
(y) the amount on deposit in the Group Principal
Collections Reallocation Account before any withdrawals therefrom with
respect to any other series pursuant to a comparable clause in the applicable
Series Supplements
shall be withdrawn from the Group Principal Collections Reallocation Account
and deposited in the Series Distribution Account. The Class A Rapid
Amortization Amount Shortfall will be reduced by the amount of such deposit.
(51) Allocations from the Group Principal Collections Reallocation
Account for the payment of the Class B Rapid Amortization Amount Shortfall.
An amount equal to the lesser of
(A) the Class B Rapid Amortization Amount Shortfall and
(B) the product of
(x) a fraction the numerator of which is the Class
B Rapid Amortization Amount Shortfall and the denominator of which is the sum
of the class rapid amortization amount shortfalls for all classes with the
same alphabetical designation for all series in rapid amortization in the
Group to which the Series established hereby belongs (after giving effect to
provisions in the applicable Series Supplements substantially similar to the
clauses preceding this clause (51)) and
(y) the amount on deposit in the Group Principal
Collections Reallocation Account before any withdrawals therefrom with
respect to any other series pursuant to a comparable clause for any class
with the same alphabetical designation and after any withdrawals therefrom
for the benefit of all classes designated by higher letters of the alphabet
of such other series in the applicable Series Supplements
shall be withdrawn from the Group Principal Collections Reallocation Account
and deposited in the Series Distribution Account. The Class B Rapid
Amortization Amount Shortfall will be reduced by the amount of such deposit.
(52) Allocations from the Group Principal Collections Reallocation
Account for the payment of the Class C Rapid Amortization Amount Shortfall.
An amount equal to the lesser of
(A) the Class C Rapid Amortization Amount Shortfall and
(B) the product of
(x) a fraction the numerator of which is the Class
C Rapid Amortization Amount Shortfall and the denominator of which is the sum
of the class rapid amortization amount shortfalls for all classes with the
same alphabetical designation for all series in rapid amortization in the
Group to which the Series established hereby belongs (after giving effect to
provisions in the applicable Series Supplements substantially similar to the
clauses preceding this clause (52)); provided, however, that if any other
series (or multiple other series) shall have more than one unrated class, the
class rapid amortization amount shortfall to be used in the denominator for
each such other series shall be the class rapid amortization amount shortfall
for the most senior unrated class for such series for which the class rapid
amortization shortfall is greater than zero and
(y) the amount on deposit in the Group Principal
Collections Reallocation Account before any withdrawals therefrom with
respect to any other series pursuant to a comparable clause for any class
with the same alphabetical designation and after any withdrawals therefrom
for the benefit of all classes designated by higher letters of the alphabet
of such other series in the applicable Series Supplements
shall be withdrawn from the Group Principal Collections Reallocation Account
and deposited in the Series Distribution Account. The Class C Rapid
Amortization Amount Shortfall will be reduced by the amount of such deposit.
(53) Allocations of remaining Series Principal Collections. An
amount equal to all remaining amounts on deposit in the Series Principal
Collections Account shall be withdrawn from the Series Principal Collections
Account and deposited into the Group Principal Collections Reallocation
Account.
(54) Payment to the Seller. An amount equal to the lesser of
(A) the positive difference, if any, between the amount of
the Seller Interest and the Minimum Seller Interest (after giving effect to
all similar provisions in other Series Supplements, beginning with the series
(including the Series established hereby) having the earliest series closing
date and continuing seriatim) and
(B) any remaining amounts on deposit in the Series
Collections Account
shall be withdrawn from the Series Collections Account and paid to the
Seller. If after such payment, amounts remain on deposit in the Series
Collections Account, such amounts shall be deposited into the Excess Funding
Account (SRC).
(55) Additional payment to the Seller. An amount equal to the
lesser of
(A) the positive difference, if any, between the amount of
the Seller Interest and the Minimum Seller Interest and
(B) the product of (i) any remaining amounts on deposit in
the Group Principal Collections Reallocation Account and (ii) a fraction the
numerator of which is the remaining amounts on deposit in the Group Principal
Collections Reallocation Account and the denominator of which is the sum of
the remaining amounts on deposit in all group principal collections
reallocation accounts (including the Group Principal Collections Reallocation
Account for the Group to which the Series established hereby belongs)
shall be withdrawn from the Group Principal Collections Reallocation Account
and paid to the Seller. If after such payment, amounts remain on deposit in
the Group Principal Collections Reallocation Account, such amounts shall be
deposited into the Excess Funding Account (General).
SECTION 9. Payments.
(a) Payments to the Investor Certificateholders. On each
Distribution Date, after giving effect to deposits and allocations made
pursuant to Section 8, the Servicer shall direct the Trustee to make the
following additional deposits and withdrawals and to cause the Paying Agent
to pay funds from the applicable Investor Account to or for the benefit of
each Class of Investor Certificateholders as set forth below
(1) Deposits of the Class A Modified Required Amount into the
Series
Interest Funding Account. An amount equal to the lesser of
(A) the Class A Modified Required Amount and
(B) the amount deposited in respect of the Class A Modified
Required Amount into the Series Distribution Account on such Distribution
Date pursuant to Section 8
shall be withdrawn from the Series Distribution Account and deposited into
the Series Interest Funding Account. The positive difference, if any,
between the Class A Modified Required Amount and the amount of such deposit
shall be the "Class A Monthly Deficiency Amount."
(2) Deposits of the Class B Modified Required Amount into the
Series
Interest Funding Account. An amount equal to the lesser of
(A) the Class B Modified Required Amount and
(B) the amount deposited in respect of the Class B Modified
Required Amount into the Series Distribution Account on such Distribution
Date pursuant to Section 8
shall be withdrawn from the Series Distribution Account and deposited into
the Series Interest Funding Account. The positive difference, if any,
between the Class B Modified Required Amount and the amount of such deposit
shall be the "Class B Monthly Deficiency Amount."
(3) Deposits of the Swap Trust Payments. An amount equal to the
lesser of
(A) the sum of the Swap Trust Payments and
(B) the amount deposited in respect of the Interest Rate
Swaps into the Series Distribution Account on such Distribution Date pursuant
to Section 8
shall be withdrawn from the Series Distribution Account and deposited into
the Series Interest Funding Account.
(4) Deposits of the Class C Modified Required Amount into the
Series
Interest Funding Account. An amount equal to the lesser of
(A) the Class C Modified Required Amount and
(B) the amount deposited in respect of the Class C Modified
Required Amount into the Series Distribution Account on such Distribution
Date pursuant to Section 8
shall be withdrawn from the Series Distribution Account and deposited into
the Series Interest Funding Account. The positive difference, if any,
between the Class C Modified Required Amount and the amount of such deposit
shall be the "Class C Monthly Deficiency Amount."
(5) Payment of Series Interest. On each Interest Payment Date and
Special Payment Date, the Servicer shall direct the Trustee to withdraw and
cause the Paying Agent to pay the amount deposited into the Series Interest
Funding Account with respect to each Class or Subclass since the preceding
Interest Payment Date to the Investor Certificateholders of such Class or
Subclass in accordance with Section 5.01 of the Pooling and Servicing
Agreement.
(6) Swap Trust Payments. On each Interest Payment Date and each
Special Payment Date, the Servicer shall direct the Trustee to withdraw all
amounts on deposit in the Series Interest Funding Account with respect to the
Interest Rate Swaps and to pay such amounts to each Counterparty in
accordance with the amount of the Swap Trust Payment payable to each
Counterparty; provided, however, that if the amount on deposit in the Series
Interest Funding Account with respect to the Interest Rate Swaps is less than
the sum of the Swap Trust Payments on such Distribution Date, the Servicer
shall direct the Trustee to pay each Counterparty an amount equal to the
product of such amount on deposit in the Series Interest Funding Account with
respect to the Interest Rate Swaps and a fraction the numerator of which is
the Swap Trust Payment due to such Counterparty and the denominator of which
is the sum of the Swap Trust Payments due on such Distribution Date.
(7) Payment of the Class A Early Termination Premium or Class A
Early Termination Premium Shortfall, as applicable. If applicable, an amount
equal to the lesser of
(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 and
the Class C Permitted Controlled Amortization Amount, if any, and
(y) the remaining amount on deposit in the Series
Distribution Account on such Distribution Date pursuant to Section 8
shall be withdrawn from the Series Distribution Account and shall be paid to
(i) prior to the Class C Fixing Deadline, the Class A Certificateholders and
Class C Certificateholders, as applicable, and (ii) after the Class C Fixing
Deadline, to each outstanding Class of Investor Certificateholders, seriatim,
beginning with the most senior Class, pursuant to Section 5.01 of the Pooling
and Servicing Agreement.
(B) On each Special Payment Date, an amount equal to the
remaining amount on deposit in the Series Distribution Account or the Series
Principal Funding Account, as applicable, as of such Date pursuant to Section
8 shall be withdrawn from the Series Distribution Account or the Series
Principal Funding Account, as applicable, and shall be paid to the Investor
Certificateholders pursuant to Section 5.01 of the Pooling and Servicing
Agreement.
(C) On each Class Expected Final Payment Date, an amount
equal to the lesser of
(x) the Class Invested Amount and
(y) the amount deposited into the Series Principal
Funding Account on such Distribution Date pursuant to Section 8
shall be withdrawn from the Series Principal Funding Account and shall be
paid to the Investor Certificateholders pursuant to Section 5.01 of the
Pooling and Servicing Agreement.
All amounts set forth in subsections (A)-(C) above shall be paid to the Class
A Investor Certificateholders until the Class A Invested Amount is reduced to
zero; thereafter, such amounts shall be paid to the Class B Investor
Certificateholders until the Class B Invested Amount is reduced to zero;
thereafter, such amounts shall be paid to the Class C Investor
Certificateholders until the Class C Invested Amount is reduced to zero,
unless the Series Termination Date occurs prior to such date; provided,
however, that nothing contained in this section shall prohibit the payment of
the Class C Permitted Controlled Amortization Amount. In no event shall any
amounts be paid with respect to any Class of Investor Certificates pursuant
to this clause 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 Loss shall equal
the Class Cumulative Investor Charged-Off Amount with respect to any Class as
of such Distribution Date.
SECTION 12. Servicing Compensation. As compensation for its
servicing activities hereunder and under the Pooling and Servicing Agreement
and reimbursement of its expenses as set forth in Section 3.02 of the Pooling
and Servicing Agreement, the Servicer shall be entitled to receive a monthly
servicing fee with respect to the Series established hereby in respect of any
Due Period (or portion thereof) prior to the earlier of (i) the date on which
the Series Investor Interest is reduced to zero or (ii) the Series
Termination Date. The Series Monthly Servicing Fee and the Series Monthly
Servicing Fee Additional Funds Portion, if any, shall be paid to the Servicer
on or before each Distribution Date pursuant to Section 8.
SECTION 13. Class Coupon Cap Agreement.
(a) The Servicer may obtain Class Coupon Cap Agreements in favor of
the Trustee for the benefit of each Class or Subclass that does not have a
fixed Certificate Rate or Embedded Coupon Cap. If applicable, each such
Class Coupon Cap Agreement shall provide that (i) the Trust shall not be
required to make any payments thereunder and (ii) the Trust shall be entitled
to receive payments (determined in accordance with such Class Coupon Cap
Agreement) from the Coupon Cap Provider on an Interest Payment Date if LIBOR
or the Commercial Paper Rate (or such other index as determined by the
Servicer, a "Substitute Index"), as applicable, for the related Calculation
Period exceeds the Class Coupon Cap for the applicable Class or Subclass.
Any Class Coupon Payment shall be made in accordance with Sections 8 and 9.
(b) In the event that the commercial paper or certificate of
deposit
rating of the Coupon Cap Provider is withdrawn or reduced below the ratings
specified in the Class Coupon Cap Agreement (or, in either case, such lower
rating as will not cause a Ratings Event), then within 30 days after
receiving notice of such decline in the creditworthiness of the Coupon Cap
Provider as determined by either Rating Agency, either (x) the Coupon Cap
Provider, with the prior confirmation of the Rating Agencies that such
arrangement will not result in a Ratings Event, will enter into an
arrangement the purpose of which shall be to assure performance by the Coupon
Cap Provider of its obligations under the Class Coupon Cap Agreement; or (y)
the Servicer shall at its option either (i) with the prior confirmation of
the Rating Agencies that such action will not result in a Ratings Event, (A)
cause the Coupon Cap Provider to pledge securities in the manner provided by
applicable law or (B) itself pledge or cause to be pledged securities, which
shall be held by the Trustee or its agent free and clear of the Lien of any
third party, in a manner conferring on the Trustee a perfected first Lien in
such securities securing the Coupon Cap Provider's performance of its
obligations under the Class Coupon Cap Agreement, or (ii) establish any other
arrangement (including an arrangement or arrangements in addition to or in
substitution for any prior arrangement made in accordance with the provisions
of this Section 13(b)) satisfactory to the Rating Agencies such that such
other arrangement will not cause a Ratings Event (a "Qualified Substitute Cap
Arrangement"); provided, however, that in the event at any time any
alternative arrangement established pursuant to clause (x) or (y)(i) or
(y)(ii) above shall cease to be satisfactory to the Rating Agencies then the
provisions of this Section 13(b) shall again be applied and in connection
therewith the 30-day period referred to above shall commence on the date the
Servicer receives notice of such cessation.
(c) Unless an alternative arrangement pursuant to clause (x),
(y)(i)
or (y)(ii) of Section 13(b) is being established, the Servicer shall use its
best efforts to obtain a Replacement Class Coupon Cap Agreement or Qualified
Substitute Cap Arrangements meeting the requirements of this Section 13(c)
during the 30-day period referred to in Section 13(b). The Trustee shall not
terminate the Class Coupon Cap Agreement unless, prior to the expiration of
the 30-day period referred to in Section 13(b), the Servicer delivers to the
Trustee (i) a Replacement Class Coupon Cap Agreement or Qualified Substitute
Cap Arrangements, (ii) to the extent applicable, an Opinion of Counsel as to
the due authorization, execution and delivery and validity and enforceability
of each such Replacement Class Coupon Cap Agreement or Qualified Substitute
Cap Arrangement, as the case may be, and (iii) confirmation from each Rating
Agency that the termination of the Class Coupon Cap Agreement and their
replacement with such Replacement Class Coupon Cap Agreement or Qualified
Substitute Cap Arrangements will not cause a Ratings Event.
(d) The Servicer shall notify the Trustee, the Rating Agencies and
the Third Party Credit Enhancement Provider within five Business Days after
obtaining knowledge that the commercial paper or certificate of deposit
rating of the Coupon Cap Provider has been withdrawn or reduced by either
Rating Agency.
(e) Notwithstanding the foregoing, the Servicer may at any time
obtain a Replacement Class Coupon Cap Agreement, provided that the Servicer
delivers to the Trustee (i) an Opinion of Counsel as to the due
authorization, execution and delivery and validity and enforceability of such
Replacement Class Coupon Cap Agreement and (ii) confirmation from the Rating
Agencies that the termination of the then current Class Coupon Cap Agreement
and its replacement with such Replacement Class Coupon Cap Agreement will not
cause a Ratings Event. After a Replacement Class Coupon Cap Agreement or
Qualified Substitute Cap Arrangement has been obtained, the Seller may direct
the Trustee to terminate or otherwise transfer or assign the replaced Class
Coupon Cap Agreement, and direct the Trustee to pay any proceeds from such
termination or transfer to the Servicer. In addition, notwithstanding the
foregoing, the Seller may at any time direct the Trustee to terminate or
otherwise transfer or assign its rights relating to any portion of the Class
Coupon Cap Agreement. The Seller may direct the Trustee to pay any proceeds
from such partial termination to the Servicer.
(f) The Trustee hereby appoints the Servicer to perform the duties
of the calculation agent under the Class Coupon Cap Agreement and the
Servicer accepts such appointment.
SECTION 14. 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);
(g) if applicable, following the withdrawal or reduction of the
commercial paper or certificate of deposit rating of any Coupon Cap Provider
to below the ratings specified in the Series Term Sheet (or, in either case,
such lower rating as the applicable Rating Agency has permitted), the
Servicer shall fail, within the applicable time period specified in Section
13, to (x) obtain Replacement Class Coupon Cap Agreement or Qualified
Substitute Cap Arrangements or (y) cause the Coupon Cap Provider to pledge
securities as collateral securing the obligations of the Coupon Cap Provider
as provided in Section 13, in each case in a manner satisfactory to the
Trustee and the Rating Agencies (such that neither Rating Agency will reduce
or withdraw the ratings of the Investor Certificates of the Series
established hereby); or
(h) there shall have been three Distribution Dates on which the
Net Yield is less than the Base Rate since the later of the Series Closing
Date or the last Distribution Date on which the Investor Loss for each Class
of the Series equalled zero;
then
(x) in the case of any event described in subparagraphs
(a), (b) or (d) after any applicable grace period set forth in such
subparagraphs, either the Trustee or the Holders of Investors Certificates
evidencing Fractional Undivided Interests aggregating not less than 51% of
the Series Investor Interest by notice then given in writing to the Seller
and the Servicer (and to the Trustee if given by the Investor
Certificateholders) may declare that an amortization event (a "Rapid
Amortization Event") has occurred with respect to the Series established
hereby as of the date of such notice;
(y) in the case of any event described in subparagraph
(c), (e) or (f), a Rapid Amortization Event shall occur with respect to all
Series of Investor Certificates, immediately upon the occurrence of such
event; and
(z) in the case of any event described in subparagraphs
(g) and (h), a Rapid Amortization Event shall occur with respect to the
Investor Certificates of the Series established hereby, immediately upon the
occurrence of such event.
SECTION 18. Purchase of Investor Certificates and Series
Termination. If the Servicer determines that, as of any Distribution Date
during the Rapid Amortization Period, or after the Class B Expected Final
Payment Date (after giving effect to any allocations or deposits calculated
pursuant to Section 8 made on such Distribution Date) the Series Investor
Interest less (i) the Class Investor Interest with respect to any Seller
Retained Class and (ii) the Supplemental Cash allocable to the Class A
Investor Interest or Class B Investor Interest of the Series established
hereby, will be less than or equal to 10% of the Series Initial Investor
Interest minus the Class Initial Investor Interest with respect to any Seller
Retained Class, the Seller may purchase and cancel the Investor Certificates
of the Series established hereby by depositing into the Series Distribution
Account, on such Distribution Date, an amount equal to the Series Investor
Interest (plus all accrued but unpaid Certificate Interest and all funds on
deposit in the Series Principal Funding Account) as of the last day of the
Due Period related to such immediately succeeding Distribution Date;
provided, however, that the Seller may not purchase and cancel any Investor
Certificates representing a Seller Retained Class (except as otherwise
provided in Section 8) until all Classes of Investor Certificates senior to
such Seller Retained Class have been purchased and cancelled. The amount
deposited pursuant to this Section 18 that is allocable to the Investor
Certificateholders shall be paid to the Investor Certificateholders pursuant
to Section 12.02 of the Pooling and Servicing Agreement on the Distribution
Date related to such deposit. All Investor Certificates of the Series
established hereby that are purchased by the Seller pursuant to this Section
18 shall be delivered upon such purchase by the Seller to, and shall be
cancelled by, the Transfer Agent and shall be disposed of in a manner
satisfactory to the Trustee and the Seller.
SECTION 19. Variable Accumulation Period. The Controlled
Accumulation Period is scheduled to commence on the Stated Controlled
Accumulation Period Commencement Date; provided, however, that if the
Controlled Accumulation Period Length (determined as described below) on any
Determination Date is different from the Initial Scheduled Controlled
Accumulation Period Length, the Servicer, at its option on any Determination
Date prior to the commencement of the Controlled Accumulation Period, may
elect to modify the date on which the Controlled Accumulation Period actually
commences to the last Business Day of any Due Period that precedes the Due
Period that is the number of Due Periods prior to the Expected Final Payment
Date equal to the Controlled Accumulation Period Length. Such election will
be set forth in the Monthly Servicer Certificate. If the Servicer elects to
modify the date on which the Controlled Accumulation Period commences
pursuant to this Section 19, then on each Determination Date thereafter until
the date on which the Controlled Accumulation Period commences the Servicer
will recalculate the Controlled Accumulation Period Length; provided,
however, that (i) the length of the Controlled Accumulation Period will not
be less than the Minimum Controlled Accumulation Period Length and (ii)
notwithstanding any other provision of this Series Supplement to the
contrary, no election to postpone the commencement of the Controlled
Accumulation Period shall be made after a Rapid Amortization Event (as
described herein or in the applicable Series Supplement) shall have occurred
for so long as it is continuing with respect to any Series in the Group to
which the Series established hereby belongs. On each Determination Date, the
Servicer will determine the "Controlled Accumulation Period Length" that will
equal the number of Due Periods such that the Class Controlled Accumulation
Amount for the Due Period related to the Class Expected Final Payment Date,
when aggregated with the Class Controlled Accumulation Amounts for each
preceding Due Period, will equal or exceed the Series Initial Investor
Interest. Any notice by the Servicer electing to modify the commencement of
the Controlled Accumulation Period pursuant to this Section 19 shall specify
the following as determined on such Determination Date: (i) the Controlled
Accumulation Period Length; (ii) the commencement date of the Controlled
Accumulation Period; and (iii) the Class Controlled Accumulation Amount with
respect to each class of such Series with respect to each Due Period. If the
Controlled Accumulation Period Length as recalculated on any such
Determination Date exceeds the number of full Due Periods following such
Determination Date and preceding the Class A Expected Final Payment Date, the
commencement date of the Controlled Accumulation Period will be such
Determination Date.
SECTION 20. Series Yield Factor. The Series Yield Factor for
the Series established hereby initially shall be the Series Yield Factor set
forth in the Series Term Sheet. The Servicer may change the Series Yield
Factor upon 20 days prior written notice to the Trustee, the Seller, the
Third Party Credit Enhancement Provider and the Rating Agencies, provided
that the following conditions are satisfied: (i) the Series Yield Factor may
not be reduced below the initial Series Yield Factor; (ii) the Servicer shall
have delivered to the Trustee a certificate to the effect that the Servicer
reasonably believes that the change in the Series Yield Factor would not (x)
result in any delay in the payment of principal to the Investor
Certificateholders of any Series then outstanding, or (y) cause a Rapid
Amortization Event to occur with respect to any Series then outstanding; and
(iii) the Rating Agencies shall have advised the Servicer and the Seller that
such change in the Series Yield Factor would not cause a Ratings Event. Any
such change shall be effective as of the first day of the Due Period
specified in the notice of the Servicer. Series Yield Collections, if any,
shall be treated as a "Series Additional Allocable Amount."
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 Retained Classes. On any
date that is at least two months prior to the start of the Controlled
Accumulation or Controlled Amortization Period, as applicable, the Seller
may, in its discretion and subject to the terms of this Section 22, sell or
transfer any Seller Retained Class of Investor Certificates (the "Purchased
Class") of the Series established hereby (the "Seller Retained Class Purchase
Date") upon satisfaction of the following conditions:
(i) On or before the fifth Business Day immediately
preceding the Seller Retained Class Purchase Date, the Seller shall give
notice to the Trustee, the Servicer and the Rating Agencies of such sale or
transfer and of the Seller Retained Class Purchase Date;
(ii) On or before the Seller Retained Class Purchase
Date, the Trustee shall have been advised in writing by the Rating Agencies
that the sale or transfer of the Purchased Class will not cause a Ratings
Event;
(iii) On or before the Seller Retained Class Purchase
Date, the Seller shall have delivered to the Trustee an Officer's Certificate
dated as of the Seller Retained Class Purchase Date, stating that the Seller
reasonably believes that the sale of such Seller Retained Class will not have
a material adverse effect on any other outstanding Class of the Series;
(iv) As of the Seller Retained Class Transfer Date, the
amount of Class Investor Loss for all Classes of this Series shall be zero;
(v) The Holders of the Purchased Class shall have agreed
that they shall not be entitled to principal payments with respect to such
Purchased Class until the Class Investor Interest for all Classes senior to
such Purchased Class have been reduced to zero;
(vi) No Rapid Amortization Event with respect to this
Series shall have occurred; and
(vii) The Seller shall have delivered to the Trustee a Tax
Opinion with respect to the Purchased Class.
Any such Seller Retained Class sold pursuant to this Section 22 shall no
longer be considered a Seller Retained Class.
SECTION 23. Paired Series. If the Series Term Sheet for the
Series established hereby so provides, the Seller may issue a subsequent
series of investor certificates (the "Paired Series") that is linked with the
Series established hereby. Under certain circumstances, a Paired Series may
affect the timing and amount of principal collections available for the
Series established hereby.
SECTION 24. Excess Required Daily Deposits. 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 the Series established hereby,
pursuant to Section 4.03(b) of the Pooling and Servicing Agreement, exceed
(i) during any Due Period in the Revolving Period, the Class Modified
Required Amounts (plus, if Sears is not the Servicer, the Series Monthly
Servicing Fee for each Business Day) for all Classes of such Series, or (ii)
during any Due Period in the Controlled Amortization Period or Controlled
Accumulation Period, as applicable, the sum of (x) the Class Modified
Required Amounts (plus, if Sears is not the Servicer, the Series Monthly
Servicing Fee for each Business Day) for all Classes of such Series and (y)
the Class Controlled Amortization Amount or Class Controlled Accumulation
Amount, as applicable, then the Paying Agent shall withdraw the amount of
such excess from the Collections Account and transfer it to the Servicer.
SECTION 25. Fixed Principal Allocation Adjustment. Upon the
issuance of each new series of Investor Certificates in the Group to which
the Series established hereby belongs, provided that (i) a Rapid Amortization
Event has not occurred and (ii) a Fixed Principal Allocation Event has
occurred, the Servicer may, at its option on or before any Determination
Date, elect to cause a readjustment of the Class Percentage with respect to
Principal Collections by taking into account principal collections available
to the Series established hereby from the newly issued series (a "Fixed
Principal Allocation Adjustment"). Notice of such election will be set forth
in the Monthly Servicer Certificate.
SECTION 26. 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 27. 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 28. 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 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.
EXHIBIT A-1
FORM OF CLASS A TEMPORARY GLOBAL CERTIFICATE
[FORM OF THE FACE OF THE CLASS A CERTIFICATES]
THIS CLASS A TEMPORARY GLOBAL 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 A TEMPORARY GLOBAL CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY
STATE SECURITIES LAWS, AND, UNLESS AND UNTIL SO REGISTERED, MAY NOT BE
OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT
OR BENEFIT OF U.S. PERSONS (AS DEFINED IN RULE 902(o) UNDER THE ACT) EXCEPT
IN CERTAIN TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT
AND APPLICABLE STATE SECURITIES LAWS.
NO. $500,000,000
ISIN No. ____________
FLOATING RATE CLASS A TEMPORARY GLOBAL
MASTER TRUST CERTIFICATE, SERIES 1996-5
SEARS CREDIT ACCOUNT MASTER TRUST II
SEARS RECEIVABLES FINANCING GROUP, INC.
SELLER
SEARS, ROEBUCK AND CO.
SERVICER
(NOT AN INTEREST IN OR OBLIGATION OF SEARS RECEIVABLES FINANCING GROUP, INC.,
SEARS NATIONAL BANK OR SEARS, ROEBUCK AND CO.)
THIS CERTIFICATE IS A TEMPORARY GLOBAL CERTIFICATE, EXCHANGEABLE IN
WHOLE OR FROM TIME TO TIME IN PART, WITHOUT CHARGE, FOR INTERESTS IN A
PERMANENT GLOBAL CERTIFICATE PURSUANT TO THE TERMS OF THE SERIES SUPPLEMENT,
BUT ONLY (i) ON OR AFTER THE INITIAL EXCHANGE DATE AND (ii) AS PROMPTLY AS
PRACTICABLE FOLLOWING PRESENTATION OF WRITTEN CERTIFICATION IN THE FORM SET
FORTH HEREIN FOR SUCH PURPOSE THAT THE BENEFICIAL OWNER OR OWNERS OF THIS
CERTIFICATE (OR, IF AT THE TIME OF SUCH EXCHANGE, SUCH EXCHANGE IS ONLY FOR
PART OF THIS CERTIFICATE, THE BENEFICIAL OWNER OR OWNERS OF SUCH PART) IS NOT
A U.S. PERSON AS DEFINED IN RULE 902(o) UNDER THE ACT. NO PAYMENTS OF
INTEREST WILL BE MADE WITH RESPECT TO THIS CERTIFICATE WITHOUT CERTIFICATION,
AS DESCRIBED IN CLAUSE (ii) ABOVE, THAT THE BENEFICIAL OWNER OR OWNERS OF
THIS CERTIFICATE IS NOT A U.S. PERSON.
UNLESS THIS CLASS A TEMPORARY GLOBAL CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE EUROCLEAR SYSTEM AND CEDEL BANK, SOCIETE
ANONYME (TOGETHER, THE "CLEARING AGENCIES" AND EACH A "CLEARING AGENCY") TO
THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF FIRST CHICAGO
NOMINEES LTD., OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE CLEARING AGENCIES (AND ANY PAYMENT IS MADE TO FIRST
CHICAGO NOMINEES LTD., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE CLEARING AGENCIES), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, FIRST CHICAGO NOMINEES LTD., HAS AN
INTEREST HEREIN.
This certifies that ________ (the "Class A Certificateholder") is
the
registered owner of a Fractional Undivided Interest in Sears Credit Account
Master Trust II (the "Trust"), the corpus of which consists of a portfolio of
receivables (the "Receivables") existing as of the Cut-Off Date (or, with
respect to Receivables in Additional Accounts, as of the applicable
Additional Account Cut-Off Date) or thereafter created under certain open-end
retail charge plans for specified Persons (the "Accounts") originated by
Sears, Roebuck and Co., a New York corporation ("Sears") or its affiliates,
and transferred to Sears Receivables Financing Group, Inc., a Delaware
corporation ("SRFG"), all monies due or to become due with respect thereto,
all Participation Interests, if any, all benefits under any Credit
Enhancement with respect to any series of investor certificates issued from
time to time, to the extent applicable, all proceeds (as defined in Article
9 of the Uniform Commercial Code as in effect in the State of New York) of
such Receivables, and Insurance Proceeds, if any, relating thereto, pursuant
to a Pooling and Servicing Agreement, dated as of July 31, 1994, as amended
(the "Pooling and Servicing Agreement"), by and among Sears as Servicer, SRFG
as Seller and The First National Bank of Chicago, as trustee (the "Trustee"),
a summary of certain of the pertinent provisions of which is set forth below.
Reference is hereby made to the further provisions of this Class A Temporary
Global 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 Temporary Global Certificate is initially
exchangeable outside the United States by beneficial owners of an interest in
the Class A Temporary Global Certificate in whole or in part, beneficial
interests in a class A permanent global certificate (the "Class A Permanent
Global Certificate") to be registered in the name of the CEDE & Co. as
nominee for The Depository Trust Company on and subject to the terms set out
below, in the Series Supplement and in the Pooling and Servicing Agreement,
and, except as specified below is entitled to the same benefits and
conditions as are specified in the Class A Permanent Global Certificate as if
such Class A Permanent Global Certificate had been issued on the date hereof.
This Class A Temporary Global 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 December 16, 1996 (the "Series
Supplement"), by and among the Trustee, Sears and SRFG or any amendment
thereto, or become vested or obligatory for any purpose until the certificate
of authentication hereon shall have been signed by or on behalf of the
Trustee under the Pooling and Servicing Agreement.
On and after the Initial Exchange Date, this Class A Temporary
Global
Certificate may be surrendered in whole or in part in exchange for beneficial
interests in the Class A Permanent Global Certificate. Interests in the
Class A Temporary Global Certificate shall be exchanged for interests in the
Permanent Global Certificate only if there shall have been presented to the
Trustee in respect of such exchange by or on behalf of Morgan Guaranty Trust
Company of New York, Brussels Office, as operator of the Euroclear System
("Euroclear") or Cedel Bank, societe anonyme ("Cedel") a certificate
substantially to the following effect:
"Certificate
$500,000,000
Sears Credit Account Master Trust II, Series 1996-5
Floating Rate Class A Certificate
This is to certify that, with respect to $500,000,000 aggregate
principal amount of the above-captioned issue (the "Class A Certificates"),
we have received a writing or tested telex or certification or
certifications, dated not earlier than 15 days prior to the Initial
Exchange Date, from each of the persons appearing on our records as being
entitled to a portion of such aggregate principal amount of the Class A
Certificates, substantially in the form set forth below. Accordingly, we
hereby certify that on this date the Class A Certificates are not owned by
a person that is a U.S. person, as such term is defined in Rule 902(o)
under the United States Securities Act of 1933, as amended.
We understand that this certificate is required in connection with
certain securities laws of the United States of America. If an
administrative or legal proceeding or official inquiry is commenced or
threatened in connection with which this certificate is or would be
relevant, we irrevocably authorize you to produce this certificate or a
copy hereof to any interested party in such proceeding.
The foregoing reflects any telexed advice received subsequent to
the date of any writing, telex, certification or certifications referred to
stating that the statements contained in such certification or
certifications are no longer correct.
*Dated: (Morgan Guaranty Trust Company
of New York, Brussels Office,
as operator of the Euroclear System)
(or)
(Cedel Bank, societe anonyme)
By: ______________________________"
________________________
* To be dated as of the date of the exchange of interests in the Class
A Temporary Global Certificate for beneficial interests in the Class A
Permanent Global Certificate, and, in any event, no earlier than the Initial
Exchange Date.
In order for the Morgan Guaranty Trust Company of New York, as
operator of Euroclear, and Cedel Bank to render certification on behalf of
the beneficial owners of the Class A Certificates, each beneficial owner of
Class A Certificates desiring to exchange his beneficial interest in this
Class A Temporary Global Certificate for a beneficial interest in the Class
A Permanent Global Certificate, in an aggregate principal amount equal to
the aggregate principal amount of such beneficial owner's portion of this
Class A Temporary Global Certificate, shall instruct Euroclear or Cedel to
request such exchange on his behalf and shall deliver, or cause to be
delivered, to Euroclear or Cedel a certificate appropriately completed and
signed, substantially in the form set forth below:
"Certificate
$500,000,000
Sears Credit Account Master Trust II, Series 1996-5
Floating Rate Class A Certificate
This is to certify that as of the date hereof and except as
provided in the third paragraph hereof, none of the above-captioned Class A
Certificates credited to you for our account are beneficially owned by a
U.S. person. For purposes of the foregoing, the undersigned understands
that the term "U.S. person" shall have the meaning set forth in Rule 902(o)
under the United States Securities Act of 1933, as amended.
We undertake to advise you by telex if the above statement as to
beneficial ownership is not correct on or prior to the Initial Exchange
Date as to any of the above-captioned Class A Certificates then appearing
in your books as being credited to our account.
This certificate excepts and does not relate to $__________
principal amount as to which we are not yet able to certify and as to which
we understand exchange of beneficial interests in the Class A Temporary
Global Certificate for beneficial interests in the Class A Permanent Global
Certificate cannot be made until we are able so to certify.
We understand that this certificate is required in connection with
certain securities and tax laws of the United States of America. If an
administrative or legal proceeding or official inquiry is commenced or
threatened in connection with which this certificate is or would be
relevant, we irrevocably authorize you to produce this certificate or a
copy hereof to any interested party in such proceeding.
_______________________________________"
[signature]
*Dated:
____________________
* To be dated on or after the 15th day before the Initial Exchange
Date."
Such exchange shall be made free of charge to the beneficial
owners of an interest in this Temporary Global Certificate and to the
beneficial owners of interests in the Class A Permanent Global Certificate
issued in exchange therefor as provided above. Euroclear or Cedel, as the
case may be, shall maintain each certificate for a period of at least four
calendar years following the year in which the certificate is received.
The certificates referred to above may be provided electronically,
but only if Euroclear or Cedel, as the case may be, maintains adequate
records, establishing that such certificate was received in respect of the
Class A Certificates, and only if there is a written agreement entered into
prior to the time of certification (including the written membership rules
of a clearing organization) to which the sender and recipient are subject,
providing that the electronic certificate shall have the effect of a signed
certificate. Euroclear or Cedel, as the case may be, shall maintain each
certificate for a period of at least four calendar years following the year
in which the certificate is received.
Upon any exchange of interests in this Class A Temporary Global
Certificate for beneficial interests in the Class A Permanent Global
Certificate, the portion of the original principal amount of the Class A
Temporary Global Certificate shall be reduced for all purposes by the
amount so exchanged. Until so exchanged in full, this Class A Temporary
Global Certificate shall in all respects be entitled to the same benefits
under the Pooling and Servicing Agreement as definitive Investor
Certificates authenticated and delivered thereunder except that neither the
holder nor the beneficial owners of interests in this Class A Temporary
Global Certificate shall be entitled to receive payment of interest (or
additional amounts, if any) hereon unless they have delivered certification
on such interests are not beneficially owned by a U.S. Person (as defined
above).
This Class A Temporary Global Certificate shall be governed by and
construed in accordance with the internal laws of the State of New York.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Trustee, by manual signature, this Class A Temporary
Global Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or the Series Supplement, or be valid for any
purpose.
IN WITNESS WHEREOF, SRFG has caused this Class A Temporary Global
Certificate to be duly executed and authenticated.
SEARS RECEIVABLES FINANCING GROUP, INC.
By:___________________________________________
Name:
Title:
[FORM OF THE REVERSE OF THE CLASS A CERTIFICATES]
[For an Amortizing Structure]
It is the intent of SRFG and the Investor Certificateholders that,
for United States 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 United States
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 1996-5"
(the "Class A Certificates"), each of which represents a Fractional
Undivided Interest in the Trust, including the right to receive the
Collections and other amounts at the times and in the amounts specified in
the Pooling and Servicing Agreement and the Series Supplement to be
deposited in the Investor Accounts with respect to Sears Credit Account
Master Trust II, Series 1996-5 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 1996-5" (the "Class B Certificates") and
"Class C Master Trust Certificates, Series 1996-5" (the "Class C
Certificates"). The Class A Certificates, the Class B Certificates and the
Class C Certificates are collectively referred to herein as the Investor
Certificates.
The aggregate interest represented by the Class A Certificates at
any time in the assets of the Trust shall not exceed an amount equal to the
Class A Investor Interest at such time, plus accrued but unpaid Certificate
Interest for the Class A Certificates and any interest thereon. The Class
Initial Investor Interest of the Class A Certificates is $500,000,000. The
Class A Invested Amount on any Distribution Date will be an amount equal
to the Class A Initial Investor Interest minus the sum of (a) the aggregate
amount of payments of Certificate Principal paid to the Class A
Certificateholders prior to such Distribution Date and (b) the Investor
Loss for such Class, if any, at the beginning of such Distribution Date.
In addition to the Investor Certificates, a Seller Certificate has been
issued pursuant to the Pooling and Servicing Agreement which represents, at
any time, the undivided interest in the Trust not represented by the
Investor Certificates or the investor certificates of any other series of
investor certificates then outstanding. Subject to the terms and
conditions of the Pooling and Servicing Agreement, the Seller may from time
to time direct the Trustee, on behalf of the Trust, to issue one or more
new series of investor certificates, which will represent Fractional
Undivided Interests in the Trust.
During the Revolving Period, which begins on the day following the
Series Cut-Off Date, Certificate Interest will be distributed on the 15th
day of each calendar month with respect to interest accrued during the
preceding Interest Accrual Period, commencing in January 1997, or if such
15th day is not a Business Day, on the next succeeding Business Day (each,
a "Distribution Date"), to the Class A Certificateholders of record as of
the last day of the month preceding the related Distribution Date. During
the Controlled Amortization Period, which will begin on the first day of
the Due Period related to the Distribution Date in January 2006 unless a
Rapid Amortization Event occurs prior to such date, and during the Rapid
Amortization Period, if any, Certificate Interest and Certificate Principal
collected by the Servicer will be distributed to the Class A
Certificateholders on the Distribution Date of each calendar month,
commencing in the month following the commencement of the earlier of the
Controlled Amortization Period or the Rapid Amortization Period. In any
event, the final payment of principal will be made no later than the day
following the Distribution Date in December 2011 (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 First Chicago
Nominees Ltd., 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.
In no event shall this Class A 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 A 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 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.
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee
By:_______________________________________
Authorized Officer
SCHEDULE
EXCHANGE FOR PERMANENT GLOBAL CERTIFICATE
The following exchanges of a portion of this Temporary Global
Certificate for beneficial interests in the Permanent Global Certificate
have been made:
<TABLE>
<CAPION>
<S> <C> <C> <C>
Portion of Principal Sum
of this Temporary Global Remaining Principal Sum
Certificate Exchanged for of this Temporary Global
Beneficial Interests in Certificate following such Notation
the Permanent Global Exchange Made by
Date of Exchange Certificate
_______________________ _______________________ _______________________ _______________________
_______________________ _______________________ _______________________ _______________________
_______________________ _______________________ _______________________ _______________________
_______________________ _______________________ _______________________ _______________________
_______________________ _______________________ _______________________ _______________________
_______________________ _______________________ _______________________ _______________________
_______________________ _______________________ _______________________ _______________________
_______________________ _______________________ _______________________ _______________________
_______________________ _______________________ _______________________ _______________________
_______________________ _______________________ _______________________ _______________________
_______________________ _______________________ _______________________ _______________________
_______________________ _______________________ _______________________ _______________________
</TABLE>
EXHIBIT A-2
FORM OF CLASS B CERTIFICATE
[FORM OF THE FACE OF THE CLASS B CERTIFICATES]
THIS CLASS B TEMPORARY GLOBAL 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 TEMPORARY GLOBAL 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 TEMPORARY GLOBAL CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR
ANY STATE SECURITIES LAWS, AND, UNLESS AND UNTIL SO REGISTERED, MAY NOT BE
OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO OR FOR THE
ACCOUNT OR BENEFIT OF U.S. PERSONS (AS DEFINED IN RULE 902(o) UNDER THE
ACT) EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE ACT AND APPLICABLE STATE SECURITIES LAWS.
NO. $25,000,000
ISIN NO. __________
FLOATING RATE CLASS B TEMPORARY GLOBAL
MASTER TRUST CERTIFICATE, SERIES 1996-5
SEARS CREDIT ACCOUNT MASTER TRUST II
SEARS RECEIVABLES FINANCING GROUP, INC.
SELLER
SEARS, ROEBUCK AND CO.
SERVICER
(NOT AN INTEREST IN OR OBLIGATION OF SEARS RECEIVABLES FINANCING GROUP,
INC., SEARS NATIONAL BANK OR SEARS, ROEBUCK AND CO.)
THIS CERTIFICATE IS A TEMPORARY GLOBAL CERTIFICATE, EXCHANGEABLE
IN WHOLE OR FROM TIME TO TIME IN PART, WITHOUT CHARGE, FOR INTERESTS IN A
PERMANENT GLOBAL CERTIFICATE PURSUANT TO THE TERMS OF THE SERIES
SUPPLEMENT, BUT ONLY (i) ON OR AFTER THE INITIAL EXCHANGE DATE AND (ii) AS
PROMPTLY AS PRACTICABLE FOLLOWING PRESENTATION OF WRITTEN CERTIFICATION IN
THE FORM SET FORTH HEREIN FOR SUCH PURPOSE THAT THE BENEFICIAL OWNER OR
OWNERS OF THIS CERTIFICATE (OR, IF AT THE TIME OF SUCH EXCHANGE, SUCH
EXCHANGE IS ONLY FOR PART OF THIS CERTIFICATE, THE BENEFICIAL OWNER OR
OWNERS OF SUCH PART) IS NOT A U.S. PERSON AS DEFINED IN RULE 902(o) UNDER
THE ACT. NO PAYMENTS OF INTEREST WILL BE MADE WITH RESPECT TO THIS
CERTIFICATE WITHOUT CERTIFICATION, AS DESCRIBED IN CLAUSE (ii) ABOVE, THAT
THE BENEFICIAL OWNER OR OWNERS OF THIS CERTIFICATE IS NOT A U.S. PERSON.
UNLESS THIS CLASS A TEMPORARY GLOBAL CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE EUROCLEAR SYSTEM AND CEDEL BANK,
SOCIETE ANONYME (TOGETHER, THE "CLEARING AGENCIES" AND EACH A "CLEARING
AGENCY") TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF FIRST
CHICAGO NOMINEES LTD., OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE CLEARING AGENCIES (AND ANY PAYMENT IS MADE TO FIRST
CHICAGO NOMINEES LTD., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE CLEARING AGENCIES), ANY TRANSFER, PLEDGE,
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, FIRST CHICAGO NOMINEES LTD., HAS
AN INTEREST HEREIN.
This certifies that ________ (the "Class B Certificateholder") is
the registered owner of a Fractional Undivided Interest in Sears Credit
Account Master Trust II (the "Trust"), the corpus of which consists of a
portfolio of receivables (the "Receivables") existing as of the Cut-Off
Date (or, with respect to Receivables in Additional Accounts, as of the
applicable Additional Account Cut-Off Date) or thereafter created under
certain open-end retail charge plans for specified Persons (the "Accounts")
originated by Sears, Roebuck and Co., a New York corporation ("Sears") or
its affiliates, and transferred to Sears Receivables Financing Group, Inc.,
a Delaware corporation ("SRFG"), all monies due or to become due with
respect thereto, all Participation Interests, if any, all benefits under
any Credit Enhancement with respect to any series of investor certificates
issued from time to time, to the extent applicable, all proceeds (as
defined in Article 9 of the Uniform Commercial Code as in effect in the
State of New York) of such Receivables, and Insurance Proceeds, if any,
relating thereto, pursuant to a Pooling and Servicing Agreement, dated as
of July 31, 1994, as amended (the "Pooling and Servicing Agreement"), by
and among Sears as Servicer, SRFG as Seller and The First National Bank of
Chicago, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth below. Reference is hereby made to the
further provisions of this Class B Temporary Global 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 Temporary
Global Certificate is initially exchangeable outside the United States by
beneficial owners of an interest in the Class B Temporary Global
Certificate in whole or in part, beneficial interests in a class B
permanent global certificate (the "Class B Permanent Global Certificate")
to be registered in the name of CEDE & Co. as nominee for The Depository
Trust Company on and subject to the terms set out below, in the Series
Supplement and in the Pooling and Servicing Agreement, and, except as
specified below is entitled to the same benefits and conditions as are
specified in the Class B Permanent Global Certificate as if such Class B
Permanent Global Certificate had been issued on the date hereof.
This Class B Temporary Global 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 December 16, 1996 (the
"Series Supplement"), by and among the Trustee, Sears and SRFG or any
amendment thereto, or become vested or obligatory for any purpose until the
certificate of authentication hereon shall have been signed by or on behalf
of the Trustee under the Pooling and Servicing Agreement.
On and after the Initial Exchange Date, this Class B Temporary
Global Certificate may be surrendered in whole or in part in exchange for
beneficial interests in the Class B Permanent Global Certificate.
Interests in the Class B Temporary Global Certificate shall be exchanged
for interests in the Permanent Global Certificate only if there shall have
been presented to the Trustee in respect of such exchange by or on behalf
of Morgan Guaranty Trust Company of New York, Brussels Office, as operator
of the Euroclear System ("Euroclear") or Cedel Bank, societe anonyme
("Cedel") a certificate substantially to the following effect:
"Certificate
$25,000,000
Sears Credit Account Master Trust II, Series 1996-5
Floating Rate Class B Certificate
This is to certify that, with respect to $25,000,000 aggregate
principal amount of the above-captioned issue (the "Class B Certificates"),
we have received a writing or tested telex or certification or
certifications, dated not earlier than 15 days prior to the Initial
Exchange Date, from each of the persons appearing on our records as being
entitled to a portion of such aggregate principal amount of the Class B
Certificates, substantially in the form set forth below. Accordingly, we
hereby certify that on this date the Class B Certificates are not owned by
a person that is a U.S. person, as such term is defined in Rule 902(o)
under the United States Securities Act of 1933, as amended.
We understand that this certificate is required in connection with
certain securities laws of the United States of America. If an
administrative or legal proceeding or official inquiry is commenced or
threatened in connection with which this certificate is or would be
relevant, we irrevocably authorize you to produce this certificate or a
copy hereof to any interested party in such proceeding.
The foregoing reflects any telexed advice received subsequent to
the date of any writing, telex, certification or certifications referred to
stating that the statements contained in such certification or
certifications are no longer correct.
*Dated: (Morgan Guaranty Trust Company
of New York, Brussels Office,
as operator of the Euroclear System)
(or)
(Cedel Bank, societe anonyme)
By: ______________________________"
________________________
* To be dated as of the date of the exchange of interests in the Class
B Temporary Global Certificate for beneficial interests in the Class B
Permanent Global Certificate, and, in any event, no earlier than the Initial
Exchange Date.
In order for the Morgan Guaranty Trust Company of New York, as
operator of Euroclear, and Cedel Bank to render certification on behalf of
the beneficial owners of the Class B Certificates, each beneficial owner of
Class B Certificates desiring to exchange his beneficial interest in this
Class B Temporary Global Certificate for a beneficial interest in the Class
B Permanent Global Certificate, in an aggregate principal amount equal to
the aggregate principal amount of such beneficial owner's portion of this
Class B Temporary Global Certificate, shall instruct Euroclear or Cedel to
request such exchange on his behalf and shall deliver, or cause to be
delivered, to Euroclear or Cedel a certificate appropriately completed and
signed, substantially in the form set forth below:
"Certificate
$25,000,000
Sears Credit Account Master Trust II, Series 1996-5
Floating Rate Class B Certificate
This is to certify that as of the date hereof and except as
provided in the third paragraph hereof, none of the above-captioned Class B
Certificates credited to you for our account are beneficially owned by a
U.S. person. For purposes of the foregoing, the undersigned understands
that the term "U.S. person" shall have the meaning set forth in Rule 902(o)
under the United States Securities Act of 1933, as amended.
We undertake to advise you by telex if the above statement as to
beneficial ownership is not correct on or prior to the Initial Exchange
Date as to any of the above-captioned Class B Certificates then appearing
in your books as being credited to our account.
This certificate excepts and does not relate to $__________
principal amount as to which we are not yet able to certify and as to which
we understand exchange of beneficial interests in the Class B Temporary
Global Certificate for beneficial interests in the Class B Permanent Global
Certificate cannot be made until we are able so to certify.
We understand that this certificate is required in connection with
certain securities and tax laws of the United States of America. If an
administrative or legal proceeding or official inquiry is commenced or
threatened in connection with which this certificate is or would be
relevant, we irrevocably authorize you to produce this certificate or a
copy hereof to any interested party in such proceeding.
_______________________________________"
[signature]
*Dated:
____________________
* To be dated on or after the 15th day before the Initial Exchange
Date."
Such exchange shall be made free of charge to the beneficial
owners of an interest in this Temporary Global Certificate and to the
beneficial owners of interests in the Class B Permanent Global Certificate
issued in exchange therefor as provided above. Euroclear or Cedel, as the
case may be, shall maintain each certificate for a period of at least four
calendar years following the year in which the certificate is received.
The certificates referred to above may be provided electronically,
but only if Euroclear or Cedel, as the case may be, maintains adequate
records, establishing that such certificate was received in respect of the
Class B Certificates, and only if there is a written agreement entered into
prior to the time of certification (including the written membership rules
of a clearing organization) to which the sender and recipient are subject,
providing that the electronic certificate shall have the effect of a signed
certificate. Euroclear or Cedel, as the case may be, shall maintain each
certificate for a period of at least four calendar years following the year
in which the certificate is received.
Upon any exchange of interests in this Class B Temporary Global
Certificate for beneficial interests in the Class B Permanent Global
Certificate, the portion of the original principal amount of the Class B
Temporary Global Certificate shall be reduced for all purposes by the
amount so exchanged. Until so exchanged in full, this Temporary Global
Certificate shall in all respects be entitled to the same benefits under
the Pooling and Servicing Agreement as definitive Investor Certificates
authenticated and delivered thereunder except that neither the holder nor
the beneficial owners of interests in this Class B Temporary Global
Certificate shall be entitled to receive payment of interest (or additional
amounts, if any) hereon unless they have delivered certification such
interests are not beneficially owned by a U.S. person (as defined above).
This Class B Temporary Global Certificate shall be governed by and
construed in accordance with the internal laws of the State of New York.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Trustee, by manual signature, this Class B Temporary
Global Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or the Series Supplement, or be valid for any
purpose.
IN WITNESS WHEREOF, SRFG has caused this Class B Temporary Global
Certificate to be duly executed and authenticated.
SEARS RECEIVABLES FINANCING GROUP, INC.
By:___________________________________________
Name:
Title:
[FORM OF THE REVERSE OF THE CLASS B CERTIFICATES]
[For an Amortizing Structure]
It is the intent of SRFG and the Investor Certificateholders that,
for United States 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 United States
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 1996-5"
(the "Class B Certificates"), each of which represents a Fractional
Undivided Interest in the Trust, including the right to receive the
Collections and other amounts at the times and in the amounts specified in
the Pooling and Servicing Agreement and the Series Supplement to be
deposited in the Investor Accounts with respect to Sears Credit Account
Master Trust II, Series 1996-5 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 1996-5" (the "Class A Certificates") and
"Class C Master Trust Certificates, Series 1996-5" (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 $25,000,000. The
Class B Invested Amount on any Distribution Date will be an amount equal to
the Class B Initial Investor Interest minus the sum of (a) the aggregate
amount of payments of Certificate Principal paid to the Class B
Certificateholders prior to such Distribution Date and (b) the Investor
Loss for such Class, if any, at the beginning of such Distribution Date.
In addition to the Investor Certificates, a Seller Certificate has been
issued pursuant to the Pooling and Servicing Agreement which represents, at
any time, the undivided interest in the Trust not represented by the
Investor Certificates or the investor certificates of any other series of
investor certificates then outstanding. Subject to the terms and
conditions of the Pooling and Servicing Agreement, the Seller may from time
to time direct the Trustee, on behalf of the Trust, to issue one or more
new series of investor certificates, which will represent Fractional
Undivided Interests in the Trust.
During the Revolving Period, which begins on the day following the
Series Cut-Off Date, Certificate Interest will be distributed on the 15th
day of each calendar month with respect to interest accrued during the
preceding Interest Accrual Period, commencing in January 1997, or if such
15th day is not a Business Day, on the next succeeding Business Day (each,
a "Distribution Date"), to the Class B Certificateholders of record as of
the last day of the month preceding the related Distribution Date. During
the Controlled Amortization Period, which will begin on the first day of
the Due Period related to the Distribution Date in January 2006 unless a
Rapid Amortization Event occurs prior to such date, and during the Rapid
Amortization Period, if any, Certificate Interest and Certificate Principal
collected by the Servicer will be distributed to the Class B
Certificateholders on the Distribution Date of each calendar month,
commencing in the month following the commencement of the earlier of the
Controlled Amortization Period or the Rapid Amortization Period; provided,
however, that, except as otherwise set forth in the Series Supplement, no
Certificate Principal will be distributed to the Class B Certificateholders
until the Class A Investor Interest has been reduced to zero. The rights
of the Class B Certificateholders to receive distributions to which they
would otherwise be entitled on the Receivables will be subordinated to the
rights of the Class A Certificateholders and the Servicer to the extent
described in the Pooling and Servicing Agreement and Series Supplement. In
any event, the final payment of principal will be made no later than the
day following the Distribution Date in December 2011 (the "Series
Termination Date").
The amount to be distributed on each Distribution Date to the
holder of this Class B Certificate will be equal to the product of (a) the
percentage equivalent of a fraction, the numerator of which is the portion
of the Class B Initial Investor Interest evidenced by this Class B
Certificate and the denominator of which is the Class B Initial Investor
Interest and (b) the aggregate of all payments to be made to the Class B
Certificateholders on such Distribution Date. Distributions with respect
to this Class B Certificate will be made by the Paying Agent by check
mailed to the address of the Class B Certificateholder of record appearing
in the Certificate Register (except for the final distribution in respect
of this Class B Certificate) without the presentation or surrender of this
Class B Certificate or the making of any notation thereon, except that with
respect to Class B Certificates registered in the name of First Chicago
Nominees Ltd., distributions will be made in the form of immediately
available funds.
This Class B Certificate does not represent an obligation of, or
an interest in, SRFG or the Servicer. This Class B Certificate is limited
in right of payment to certain Collections respecting the Receivables, all
as more specifically set forth hereinabove and in the Pooling and Servicing
Agreement and the Series Supplement.
The Pooling and Servicing Agreement permits, with certain
exceptions, the amendment and modification of the rights and obligations of
the Servicer, and the rights of Investor Certificateholders under the
Pooling and Servicing Agreement and Series Supplement, at any time by the
Servicer, the Seller and the Trustee in certain cases (some of which
require written confirmation from the Rating Agencies that such amendment
will not cause a Ratings Event) without the consent of the Investor
Certificateholders, and in all other cases with the consent of the Investor
Certificateholders owning Fractional Undivided Interests aggregating not
less than 66-2/3% of the Class Invested Amount of each such affected Class
(and with written confirmation from the Rating Agencies that such amendment
will not cause a Ratings Event); provided, however, that no such amendment
shall (a) increase or reduce in any manner the amount of, or delay the
timing of, distributions which are required to be made on any Investor
Certificate without the consent of the affected Investor Certificateholders
or (b) reduce the aforesaid percentage required to consent to any such
amendment, without the consent of each Investor Certificateholder of each
affected Class then of record. Any such amendment and any such consent by
the Class B Certificateholder shall be conclusive and binding on such Class
B Certificateholder and upon all future Holders of this Class B Certificate
and of any Class B Certificate issued in exchange hereof or in lieu hereof
whether or not notation thereof is made upon this Class B Certificate.
The transfer of this Class B Certificate shall be registered in
the Certificate Register upon surrender of this Investor Certificate for
registration of transfer at any office or agency maintained by the Transfer
Agent and Registrar accompanied by a written instrument of transfer in a
form satisfactory to the Trustee and the Transfer Agent and Registrar duly
executed by the Class B Certificateholder or such Class B
Certificateholder's attorney duly authorized in writing, and thereupon one
or more new Class B Certificates of authorized denominations and for the
same aggregate Fractional Undivided Interest will be issued to the
designated transferee or transferees.
In no event shall this Class B Certificate, or any interest
herein, be transferred to an employee benefit plan, trust or account
subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or described in Section 4975(e)(1) of the Internal Revenue Code.
Any Holder of this Class B Certificate, by its acceptance hereof, shall be
deemed to represent and warrant that it is not (i) an employee benefit plan
(as defined in Section 3(3) of ERISA), that is subject to Title I of ERISA,
(ii) a plan described in Section 4975(e)(1) of the Internal Revenue Code,
and not excepted under Section 4975(g), or (iii) an entity using assets to
purchase such Certificate which constitute plan assets by reason of a
plan's investment in such Holder.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Class B Certificates are
exchangeable for new Class B Certificates evidencing like aggregate
Fractional Undivided Interests, as requested by the Class B
Certificateholder surrendering such Class B Certificates. No service
charge may be imposed for any such exchange but the Servicer or Transfer
Agent and Registrar may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection
therewith.
The Servicer, the Trustee, the Paying Agent and the Transfer
Agent, and any agent of any of them, may treat the person in whose name
this Class B Certificate is registered as the owner hereof for all
purposes, and neither the Servicer, the Trust nor the Trustee, the Paying
Agent, the Transfer Agent, nor any agent of any of them or any such agent
shall be affected by notice to the contrary except in certain circumstances
described in the Pooling and Servicing Agreement.
Subject to certain conditions in the Pooling and Servicing
Agreement and the Series Supplement, if the principal of the Investor
Certificates has not been paid in full prior to the Series Termination
Date, the obligations created by the Pooling and Servicing Agreement and
the Series Supplement with respect to the Investor Certificates shall
terminate on the Series Termination Date.
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Class B Certificates referred to in the within
mentioned Pooling and Servicing Agreement and Series Supplement.
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee
By:_______________________________________
Authorized Officer
SCHEDULE
EXCHANGE FOR PERMANENT GLOBAL CERTIFICATE
The following exchanges of a portion of this Temporary Global
Certificate for beneficial interests in the Permanent Global Certificate
have been made:
<TABLE>
<CAPION>
<S> <C> <C> <C>
Portion of Principal Sum
of this Temporary Global Remaining Principal Sum
Certificate Exchanged for of this Temporary Global
Beneficial Interests in Certificate following such Notation
the Permanent Global Exchange Made by
Date of Exchange Certificate
_______________________ _______________________ _______________________ _______________________
_______________________ _______________________ _______________________ _______________________
_______________________ _______________________ _______________________ _______________________
_______________________ _______________________ _______________________ _______________________
_______________________ _______________________ _______________________ _______________________
_______________________ _______________________ _______________________ _______________________
_______________________ _______________________ _______________________ _______________________
_______________________ _______________________ _______________________ _______________________
_______________________ _______________________ _______________________ _______________________
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_______________________ _______________________ _______________________ _______________________
</TABLE>
EXHIBIT A-3
FORM OF CLASS A PERMANENT GLOBAL CERTIFICATE
[FORM OF THE FACE OF THE CLASS A PERMANENT GLOBAL CERTIFICATES]
THIS CLASS A PERMANENT GLOBAL 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 A PERMANENT GLOBAL CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
AND, UNLESS AND UNTIL SO REGISTERED, MAY NOT BE OFFERED, SOLD OR DELIVERED
WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF PERSONS (AS
DEFINED IN RULE 902(o) UNDER THE ACT) EXCEPT IN CERTAIN TRANSACTIONS EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS
AMENDED.
THIS CLASS A PERMANENT GLOBAL CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
ANY STATE SECURITIES LAWS AND, UNLESS AND UNTIL SO REGISTERED, MAY NOT BE
OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO OR FOR THE
ACCOUNT OR BENEFIT OF U.S. PERSONS (AS DEFINED IN RULE 902(o) UNDER THE
ACT) EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE ACT AND APPLICABLE STATE SECURITIES LAWS.
NO. $500,000,000
ISIN NO.___________
CUSIP NO. 81234C___
FLOATING RATE CLASS A PERMANENT GLOBAL
MASTER TRUST CERTIFICATE, SERIES 1996-5
SEARS CREDIT ACCOUNT MASTER TRUST II
SEARS RECEIVABLES FINANCING GROUP, INC.
SELLER
SEARS, ROEBUCK AND CO.
SERVICER
(NOT AN INTEREST IN OR OBLIGATION OF SEARS RECEIVABLES FINANCING GROUP, INC.,
SEARS NATIONAL BANK OR SEARS, ROEBUCK AND CO.)
This certifies that ________ (the "Class A Certificateholder") is
the
registered owner of a Fractional Undivided Interest in Sears Credit Account
Master Trust II (the "Trust"), the corpus of which consists of a portfolio of
receivables (the "Receivables") existing as of the Cut-Off Date (or, with
respect to Receivables in Additional Accounts, as of the applicable
Additional Account Cut-Off Date) or thereafter created under certain open-end
retail charge plans for specified Persons (the "Accounts") originated by
Sears, Roebuck and Co., a New York corporation ("Sears") or its affiliates,
and transferred to Sears Receivables Financing Group, Inc., a Delaware
corporation ("SRFG"), all monies due or to become due with respect thereto,
all Participation Interests, if any, all benefits under any Credit
Enhancement with respect to any series of investor certificates issued from
time to time, to the extent applicable, all proceeds (as defined in Article
9 of the Uniform Commercial Code as in effect in the State of New York) of
such Receivables, and Insurance Proceeds, if any, relating thereto, pursuant
to a Pooling and Servicing Agreement, dated as of July 31, 1994, as amended
(the "Pooling and Servicing Agreement"), by and among Sears as Servicer, SRFG
as Seller and The First National Bank of Chicago, as trustee (the "Trustee"),
a summary of certain of the pertinent provisions of which is set forth below.
Reference is hereby made to the further provisions of this Class A Permanent
Global 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 Permanent Global 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 December 16, 1996 (the "Series
Supplement"), by and among the Trustee, Sears and SRFG or any amendment
thereto, or become vested or obligatory for any purpose until the certificate
of authentication hereon shall have been signed by or on behalf of the
Trustee under the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, SRFG has caused this Class A Permanent Global
Certificate to be duly executed and authenticated.
SEARS RECEIVABLES FINANCING GROUP, INC.
By:___________________________________________
Name:
Title:
[FORM OF THE REVERSE OF THE CLASS A CERTIFICATES]
[For an Amortizing Structure]
It is the intent of SRFG and the Investor Certificateholders that,
for United States 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 United States 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 1996-5" (the "Class
A Certificates"), each of which represents a Fractional Undivided Interest in
the Trust, including the right to receive the Collections and other amounts
at the times and in the amounts specified in the Pooling and Servicing
Agreement and the Series Supplement to be deposited in the Investor Accounts
with respect to Sears Credit Account Master Trust II, Series 1996-5 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 1996-
5" (the "Class B Certificates") and "Class C Master Trust Certificates,
Series 1996-5" (the "Class C Certificates"). The Class A Certificates, the
Class B Certificates and the Class C Certificates are collectively referred
to herein as the Investor Certificates.
The aggregate interest represented by the Class A Certificates at
any
time in the assets of the Trust shall not exceed an amount equal to the Class
A Investor Interest at such time, plus accrued but unpaid Certificate
Interest for the Class A Certificates and any interest thereon. The Class
Initial Investor Interest of the Class A Certificates is $500,000,000. The
Class A Invested Amount on any Distribution Date will be an amount equal to
the Class A Initial Investor Interest minus the sum of (a) the aggregate
amount of payments of Certificate Principal paid to the Class A
Certificateholders prior to such Distribution Date and (b) the Investor Loss
for such Class, if any, at the beginning of such Distribution Date. In
addition to the Investor Certificates, a Seller Certificate has been issued
pursuant to the Pooling and Servicing Agreement which represents, at any
time, the undivided interest in the Trust not represented by the Investor
Certificates or the investor certificates of any other series of investor
certificates then outstanding. Subject to the terms and conditions of the
Pooling and Servicing Agreement, the Seller may from time to time direct the
Trustee, on behalf of the Trust, to issue one or more new series of investor
certificates, which will represent Fractional Undivided Interests in the
Trust.
During the Revolving Period, which begins on the day following the
Series Cut-Off Date, Certificate Interest will be distributed on the 15th day
of each calendar month with respect to interest accrued during the preceding
Interest Accrual Period, commencing in January 1997, or if such 15th day is
not a Business Day, on the next succeeding Business Day (each, a
"Distribution Date"), to the Class A Certificateholders of record as of the
last day of the month preceding the related Distribution Date. During the
Controlled Amortization Period, which will begin on the first day of the Due
Period related to the Distribution Date in January 2006 unless a Rapid
Amortization Event occurs prior to such date, and during the Rapid
Amortization Period, if any, Certificate Interest and Certificate Principal
collected by the Servicer will be distributed to the Class A
Certificateholders on the Distribution Date of each calendar month,
commencing in the month following the commencement of the earlier of the
Controlled Amortization Period or the Rapid Amortization Period. In any
event, the final payment of principal will be made no later than the day
following the Distribution Date in December 2011 (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.
The transfer of this Class A Certificate is subject to certain
restrictions set forth in the Pooling and Servicing Agreement. In no event
shall this Class A 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 A
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 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.
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee
By:_______________________________________
Authorized Officer
EXHIBIT A-4
FORM OF CLASS B PERMANENT GLOBAL CERTIFICATE
[FORM OF THE FACE OF THE CLASS B PERMANENT GLOBAL CERTIFICATES]
THIS CLASS B PERMANENT GLOBAL 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 PERMANENT GLOBAL CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND,
UNLESS AND UNTIL SO REGISTERED, MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN
THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF PERSONS (AS DEFINED
IN RULE 902(o) UNDER THE ACT) EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED.
THIS CLASS B PERMANENT GLOBAL CERTIFICATE IS SUBORDINATED IN RIGHT
OF PAYMENT TO THE CLASS A CERTIFICATES AND TO THE RIGHTS OF THE SERVICER AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT AND SERIES SUPPLEMENT
REFERRED TO HEREIN.
NO. $25,000,000
ISIN NO. __________
CUSIP NO. 81234C___
FLOATING RATE CLASS B PERMANENT GLOBAL
MASTER TRUST CERTIFICATE, SERIES 1996-5
SEARS CREDIT ACCOUNT MASTER TRUST II
SEARS RECEIVABLES FINANCING GROUP, INC.
SELLER
SEARS, ROEBUCK AND CO.
SERVICER
(NOT AN INTEREST IN OR OBLIGATION OF SEARS RECEIVABLES FINANCING GROUP,
INC., SEARS NATIONAL BANK OR SEARS, ROEBUCK AND CO.)
This certifies that ________ (the "Class B Certificateholder") is the
registered owner of a Fractional Undivided Interest in Sears Credit Account
Master Trust II (the "Trust"), the corpus of which consists of a portfolio
of receivables (the "Receivables") existing as of the Cut-Off Date (or,
with respect to Receivables in Additional Accounts, as of the applicable
Additional Account Cut-Off Date) or thereafter created under certain open-
end retail charge plans for specified Persons (the "Accounts") originated
by Sears, Roebuck and Co., a New York corporation ("Sears") or its
affiliates, and transferred to Sears Receivables Financing Group, Inc., a
Delaware corporation ("SRFG"), all monies due or to become due with respect
thereto, all Participation Interests, if any, all benefits under any Credit
Enhancement with respect to any series of investor certificates issued from
time to time, to the extent applicable, all proceeds (as defined in Article
9 of the Uniform Commercial Code as in effect in the State of New York) of
such Receivables, and Insurance Proceeds, if any, relating thereto,
pursuant to a Pooling and Servicing Agreement, dated as of July 31, 1994,
as amended (the "Pooling and Servicing Agreement"), by and among Sears as
Servicer, SRFG as Seller and The First National Bank of Chicago, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which
is set forth below. Reference is hereby made to the further provisions of
this Class B Permanent Global 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 Permanent Global 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 December 16, 1996 (the
"Series Supplement"), by and among the Trustee, Sears and SRFG or any
amendment thereto, or become vested or obligatory for any purpose until the
certificate of authentication hereon shall have been signed by or on behalf
of the Trustee under the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, SRFG has caused this Class B Permanent Global
Certificate to be duly executed and authenticated.
SEARS RECEIVABLES FINANCING GROUP, INC.
By:___________________________________________
Name:
Title:
[FORM OF THE REVERSE OF THE CLASS B CERTIFICATES]
[For an Amortizing Structure]
It is the intent of SRFG and the Investor Certificateholders that,
for United States 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 United States
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 1996-5"
(the "Class B Certificates"), each of which represents a Fractional
Undivided Interest in the Trust, including the right to receive the
Collections and other amounts at the times and in the amounts specified in
the Pooling and Servicing Agreement and the Series Supplement to be
deposited in the Investor Accounts with respect to Sears Credit Account
Master Trust II, Series 1996-5 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 1996-5" (the "Class A Certificates") and
"Class C Master Trust Certificates, Series 1996-5" (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 $25,000,000. The
Class B Invested Amount on any Distribution Date will be an amount equal to
the Class B Initial Investor Interest minus the sum of (a) the aggregate
amount of payments of Certificate Principal paid to the Class B
Certificateholders prior to such Distribution Date and (b) the Investor
Loss for such Class, if any, at the beginning of such Distribution Date.
In addition to the Investor Certificates, a Seller Certificate has been
issued pursuant to the Pooling and Servicing Agreement which represents, at
any time, the undivided interest in the Trust not represented by the
Investor Certificates or the investor certificates of any other series of
investor certificates then outstanding. Subject to the terms and
conditions of the Pooling and Servicing Agreement, the Seller may from time
to time direct the Trustee, on behalf of the Trust, to issue one or more
new series of investor certificates, which will represent Fractional
Undivided Interests in the Trust.
During the Revolving Period, which begins on the day following the
Series Cut-Off Date, Certificate Interest will be distributed on the 15th
day of each calendar month with respect to interest accrued during the
preceding Interest Accrual Period, commencing in January 1997, or if such
15th day is not a Business Day, on the next succeeding Business Day (each,
a "Distribution Date"), to the Class B Certificateholders of record as of
the last day of the month preceding the related Distribution Date. During
the Controlled Amortization Period, which will begin on the first day of
the Due Period related to the Distribution Date in January 2006 unless a
Rapid Amortization Event occurs prior to such date, and during the Rapid
Amortization Period, if any, Certificate Interest and Certificate Principal
collected by the Servicer will be distributed to the Class B
Certificateholders on the Distribution Date of each calendar month,
commencing in the month following the commencement of the earlier of the
Controlled Amortization Period or the Rapid Amortization Period; provided,
however, that, except as otherwise set forth in the Series Supplement, no
Certificate Principal will be distributed to the Class B Certificateholders
until the Class A Investor Interest has been reduced to zero. The rights
of the Class B Certificateholders to receive distributions to which they
would otherwise be entitled on the Receivables will be subordinated to the
rights of the Class A Certificateholders and the Servicer to the extent
described in the Pooling and Servicing Agreement and Series Supplement. In
any event, the final payment of principal will be made no later than the
day following the Distribution Date in December 2011 (the "Series
Termination Date").
The amount to be distributed on each Distribution Date to the
holder of this Class B Certificate will be equal to the product of (a) the
percentage equivalent of a fraction, the numerator of which is the portion
of the Class B Initial Investor Interest evidenced by this Class B
Certificate and the denominator of which is the Class B Initial Investor
Interest and (b) the aggregate of all payments to be made to the Class B
Certificateholders on such Distribution Date. Distributions with respect
to this Class B Certificate will be made by the Paying Agent by check
mailed to the address of the Class B Certificateholder of record appearing
in the Certificate Register (except for the final distribution in respect
of this Class B Certificate) without the presentation or surrender of this
Class B Certificate or the making of any notation thereon, except that with
respect to Class B Certificates registered in the name of CEDE & CO., the
nominee registrant for The Depository Trust Company, distributions will be
made in the form of immediately available funds.
This Class B Certificate does not represent an obligation of, or
an interest in, SRFG or the Servicer. This Class B Certificate is limited
in right of payment to certain Collections respecting the Receivables, all
as more specifically set forth hereinabove and in the Pooling and Servicing
Agreement and the Series Supplement.
The Pooling and Servicing Agreement permits, with certain
exceptions, the amendment and modification of the rights and obligations of
the Servicer, and the rights of Investor Certificateholders under the
Pooling and Servicing Agreement and Series Supplement, at any time by the
Servicer, the Seller and the Trustee in certain cases (some of which
require written confirmation from the Rating Agencies that such amendment
will not cause a Ratings Event) without the consent of the Investor
Certificateholders, and in all other cases with the consent of the Investor
Certificateholders owning Fractional Undivided Interests aggregating not
less than 66-2/3% of the Class Invested Amount of each such affected Class
(and with written confirmation from the Rating Agencies that such amendment
will not cause a Ratings Event); provided, however, that no such amendment
shall (a) increase or reduce in any manner the amount of, or delay the
timing of, distributions which are required to be made on any Investor
Certificate without the consent of the affected Investor Certificateholders
or (b) reduce the aforesaid percentage required to consent to any such
amendment, without the consent of each Investor Certificateholder of each
affected Class then of record. Any such amendment and any such consent by
the Class B Certificateholder shall be conclusive and binding on such Class
B Certificateholder and upon all future Holders of this Class B Certificate
and of any Class B Certificate issued in exchange hereof or in lieu hereof
whether or not notation thereof is made upon this Class B Certificate.
The transfer of this Class B Certificate shall be registered in
the Certificate Register upon surrender of this Investor Certificate for
registration of transfer at any office or agency maintained by the Transfer
Agent and Registrar accompanied by a written instrument of transfer in a
form satisfactory to the Trustee and the Transfer Agent and Registrar duly
executed by the Class B Certificateholder or such Class B
Certificateholder's attorney duly authorized in writing, and thereupon one
or more new Class B Certificates of authorized denominations and for the
same aggregate Fractional Undivided Interest will be issued to the
designated transferee or transferees.
The transfer of this Class B Certificate is subject to certain
restrictions set forth in the Pooling and Servicing Agreement. In no event
shall this Class B Certificate, or any interest herein, be transferred to
an employee benefit plan, trust or account subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or described
in Section 4975(e)(1) of the Internal Revenue Code. Any Holder of this
Class B Certificate, by its acceptance hereof, shall be deemed to represent
and warrant that it is not (i) an employee benefit plan (as defined in
Section 3(3) of ERISA), that is subject to Title I of ERISA, (ii) a plan
described in Section 4975(e)(1) of the Internal Revenue Code, and not
excepted under Section 4975(g), or (iii) an entity using assets to purchase
such Certificate which constitute plan assets by reason of a plan's
investment in such Holder.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Class B Certificates are
exchangeable for new Class B Certificates evidencing like aggregate
Fractional Undivided Interests, as requested by the Class B
Certificateholder surrendering such Class B Certificates. No service
charge may be imposed for any such exchange but the Servicer or Transfer
Agent and Registrar may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection
therewith.
The Servicer, the Trustee, the Paying Agent and the Transfer
Agent, and any agent of any of them, may treat the person in whose name
this Class B Certificate is registered as the owner hereof for all
purposes, and neither the Servicer, the Trust nor the Trustee, the Paying
Agent, the Transfer Agent, nor any agent of any of them or any such agent
shall be affected by notice to the contrary except in certain circumstances
described in the Pooling and Servicing Agreement.
Subject to certain conditions in the Pooling and Servicing
Agreement and the Series Supplement, if the principal of the Investor
Certificates has not been paid in full prior to the Series Termination
Date, the obligations created by the Pooling and Servicing Agreement and
the Series Supplement with respect to the Investor Certificates shall
terminate on the Series Termination Date.
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Class B Certificates referred to in the within
mentioned Pooling and Servicing Agreement and Series Supplement.
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee
By:_______________________________________
Authorized Officer
EXHIBIT A-5
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. $70,250,000
CLASS C MASTER TRUST CERTIFICATE, SERIES 1996-5
SEARS CREDIT ACCOUNT MASTER TRUST II
SEARS RECEIVABLES FINANCING GROUP, INC.
SELLER
SEARS, ROEBUCK AND CO.
SERVICER
(NOT AN INTEREST IN OR OBLIGATION OF SEARS RECEIVABLES FINANCING GROUP,
INC., SEARS NATIONAL BANK OR SEARS, ROEBUCK AND CO.)
This certifies that Sears Receivables Financing Group, Inc., a
Delaware corporation ("SRFG"), is the registered owner of a Fractional
Undivided Interest in Sears Credit Account Master Trust II (the "Trust"),
the corpus of which consists of a portfolio of receivables (the
"Receivables") existing as of the Cut-Off Date (or, with respect to
Receivables in Additional Accounts, as of the applicable Additional Account
Cut-Off Date) or thereafter created under certain open-end retail charge
plans for specified Persons (the "Accounts") originated by Sears, Roebuck
and Co., a New York corporation ("Sears") or its affiliates, and
transferred to SRFG, all monies due or to become due with respect thereto,
all Participation Interests, if any, all benefits under any Credit
Enhancement with respect to any series of investor certificates issued from
time to time, to the extent applicable, all proceeds (as defined in Article
9 of the Uniform Commercial Code as in effect in the State of New York) of
such Receivables, and Insurance Proceeds, if any, relating thereto,
pursuant to a Pooling and Servicing Agreement, dated as of July 31, 1994,
as amended (the "Pooling and Servicing Agreement"), by and among Sears as
Servicer, SRFG as Seller and The First National Bank of Chicago, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which
is set forth below. Reference is hereby made to the further provisions of
this Class C Certificate set forth on the reverse hereof, and such further
provisions shall for all purposes have the same effect as if set forth at
this place.
This Class C Certificate shall not be entitled to any benefit
under the Pooling and Servicing Agreement or any amendment thereto, or the
Series Supplement, dated as of December 16, 1996 (the "Series Supplement"),
by and among the Trustee, Sears and SRFG or any amendment thereto, or
become vested or obligatory for any purpose until the certificate of
authentication hereon shall have been signed by or on behalf of the Trustee
under the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, SRFG has caused this Class C Certificate to be
duly executed and authenticated.
SEARS RECEIVABLES FINANCING GROUP, INC.
By:__________________________________________
Name:
Title:
[FORM OF THE REVERSE OF THE CLASS C CERTIFICATES]
[For an Amortizing Structure]
It is the intent of SRFG and the Investor Certificateholders that,
for United States 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 United States federal, state and local income and
franchise tax purposes as indebtedness secured by the Receivables and other
assets held in the Trust.
To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement or
the Series Supplement. This Class C Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement and the Series Supplement, to which Pooling and
Servicing Agreement and Series Supplement, as each may be amended from time
to time, SRFG by virtue of the acceptance hereof assents and by which SRFG
is bound.
This Class C Certificate is one of a series of Certificates
entitled "Class C Master Trust Certificates, Series 1996-5" (the "Class C
Certificates"), each of which represents a Fractional Undivided Interest in
the Trust, including the right to receive the Collections and other amounts
at the times and in the amounts specified in the Pooling and Servicing
Agreement and the Series Supplement to be deposited in the Investor
Accounts with respect to Sears Credit Account Master Trust II, Series 1996-
5 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 1996-5" (the "Class A
Certificates") and "Floating Rate Class B Master Trust Certificates,
Series 1996-5" (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 $70,250,000. The
Class C Invested Amount on any Distribution Date will be an amount equal to
the Class C Initial Investor Interest minus the sum of (a) the aggregate
amount of payments of Certificate Principal paid to SRFG prior to such
Distribution Date and (b) the Investor Loss for such Class, if any, at the
beginning of such Distribution Date. In addition to the Investor
Certificates, a Seller Certificate has been issued pursuant to the Pooling
and Servicing Agreement which represents, at any time, the undivided
interest in the Trust not represented by the Investor Certificates or the
investor certificates of any other series of investor certificates then
outstanding. Subject to the terms and conditions of the Pooling and
Servicing Agreement, the Seller may from time to time direct the Trustee,
on behalf of the Trust, to issue one or more new series of investor
certificates, which will represent Fractional Undivided Interests in the
Trust.
During the Revolving Period, which begins on the day following the
Series Cut-Off Date, Certificate Interest will be distributed on the 15th
day of each calendar month with respect to interest accrued during the
preceding Interest Accrual Period, commencing in January 1997, or if such
15th day is not a Business Day, on the next succeeding Business Day (each,
a "Distribution Date"), to SRFG. During the Controlled Amortization
Period, which will begin on the first day of the Due Period related to the
Distribution Date in January 2006 unless a Rapid Amortization Event occurs
prior to such date, and during the Rapid Amortization Period, if any,
Certificate Interest and Certificate Principal collected by the Servicer
will be distributed to SRFG on the Distribution Date of each calendar
month, commencing in the month following the commencement of the earlier of
the Controlled Amortization Period or the Rapid Amortization Period;
provided, however, that, except as otherwise set forth in the Series
Supplement, no Certificate Principal will be distributed to SRFG in respect
of this Class C Certificate (except Certificate Principal distributed to
SRFG in respect of the Class C Permitted Controlled Amortization Amount, if
any) until the Class A Investor Interest and the Class B Investor Interest
have been reduced to zero. The rights of SRFG to receive distributions to
which it would otherwise be entitled on the Receivables will be
subordinated to the rights of the Class A Certificateholders, the Class B
Certificateholders and the Servicer to the extent described in the Pooling
and Servicing Agreement and Series Supplement. In any event, the final
payment of principal will be made no later than the day following the
Distribution Date in December 2011 (the "Series Termination Date").
The amount to be distributed on each Distribution Date to the
holder of this Class C Certificate will be equal to the product of (a) the
percentage equivalent of a fraction, the numerator of which is the portion
of the Class C Initial Investor Interest evidenced by this Class C
Certificate and the denominator of which is the Class C Initial Investor
Interest and (b) the aggregate of all payments to be made to SRFG on such
Distribution Date. Distributions with respect to this Class C Certificate
will be made by the Paying Agent by check mailed to the address of SRFG
(except for the final distribution in respect of this Class C Certificate)
without the presentation or surrender of this Class C Certificate or the
making of any notation thereon.
This Class C Certificate does not represent an obligation of, or
an interest in, SRFG or the Servicer. This Class C Certificate is limited
in right of payment to certain Collections respecting the Receivables, all
as more specifically set forth hereinabove and in the Pooling and Servicing
Agreement and the Series Supplement.
The Pooling and Servicing Agreement permits, with certain
exceptions, the amendment and modification of the rights and obligations of
the Servicer, and the rights of Investor Certificateholders under the
Pooling and Servicing Agreement and Series Supplement, at any time by the
Servicer, the Seller and the Trustee in certain cases (some of which
require written confirmation from the Rating Agencies that such amendment
will not cause a Ratings Event) without the consent of the Investor
Certificateholders, and in all other cases with the consent of the Investor
Certificateholders owning Fractional Undivided Interests aggregating not
less than 66-2/3% of the Class Invested Amount of each such affected Class
(and with written confirmation from the Rating Agencies that such amendment
will not cause a Ratings Event); provided, however, that no such amendment
shall (a) increase or reduce in any manner the amount of, or delay the
timing of, distributions which are required to be made on any Investor
Certificate without the consent of the affected Investor Certificateholders
or (b) reduce the aforesaid percentage required to consent to any such
amendment, without the consent of each Investor Certificateholder of each
affected Class then of record. Any such amendment and any such consent by
SRFG shall be conclusive and binding on such Class C Certificateholder and
upon all future Holders of this Class C Certificate and of any Class C
Certificate issued in exchange hereof or in lieu hereof whether or not
notation thereof is made upon this Class C Certificate.
The transfer of this Class C Certificate shall be registered in
the Certificate Register upon surrender of this Investor Certificate for
registration of transfer at any office or agency maintained by the Transfer
Agent and Registrar accompanied by a written instrument of transfer in a
form satisfactory to the Trustee and the Transfer Agent and Registrar duly
executed by SRFG or such Class C Certificateholder's attorney duly
authorized in writing, and thereupon one or more new Class C Certificates
of authorized denominations and for the same aggregate Fractional Undivided
Interest will be issued to the designated transferee or transferees.
The transfer of this Class C Certificate is subject to certain
restrictions set forth in the Pooling and Servicing Agreement. In no event
shall this Class C Certificate, or any interest therein, be transferred to
an employee benefit plan, trust or account subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or described
in Section 4975(e)(1) of the Internal Revenue Code. Any Holder of this
Class C Certificate, by its acceptance hereof, shall be deemed to represent
and warrant that it is not (i) an employee benefit plan (as defined in
Section 3(3) of ERISA), that is subject to Title I of ERISA, (ii) a plan
described in Section 4975(e)(1) of the Internal Revenue Code, and not
excepted under Section 4975(g), or (iii) an entity using assets to purchase
such Certificate which constitute plan assets by reason of a plan's
investment in such Holder.
The transfer of this Class C Certificate is subject to certain
further restrictions and the fulfillment of certain conditions as set forth
in the Series Supplement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Class C Certificates are
exchangeable for new Class C Certificates evidencing like aggregate
Fractional Undivided Interests, as requested by SRFG. No service charge
may be imposed for any such exchange but the Servicer or Transfer Agent and
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.
The Servicer, the Trustee, the Paying Agent and the Transfer
Agent, and any agent of any of them, may treat the person in whose name
this Class C Certificate is registered as the owner hereof for all
purposes, and neither the Servicer, the Trust nor the Trustee, the Paying
Agent, the Transfer Agent, nor any agent of any of them or any such agent
shall be affected by notice to the contrary except in certain circumstances
described in the Pooling and Servicing Agreement.
Subject to certain conditions in the Pooling and Servicing
Agreement and the Series Supplement, if the principal of the Investor
Certificates has not been paid in full prior to the Series Termination
Date, the obligations created by the Pooling and Servicing Agreement and
the Series Supplement with respect to the Investor Certificates shall
terminate on the Series Termination Date.
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Class C Certificates referred to in the within
mentioned Pooling and Servicing Agreement and Series Supplement.
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee
By:_______________________________________
Authorized Officer
EXHIBIT B
Form of Investor Certificateholders' Monthly Statement
Sears Credit Account Master Trust II
Series 1996-5 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,
Roebuck and Co., Sears Receivables Financing Group, Inc. and The First
National Bank of Chicago as Trustee, the Trustee is required to prepare
certain information each month regarding current distributions to
Certificateholders and the performance of the Trust. The information for
the Due Period and the Distribution Date listed above is set forth below.
1. Payments or Allocations to Series 1996-5 Investors this Due Period
Total Interest
Principal
Series 1996-5
Class A $____________ $____________
$____________
Class B $____________ $____________
$____________
Class C $____________ $____________
$____________
2. Applicable Interest Rate for this Interest Accrual Period
Class A ____________%
Class B ____________%
3. Amounts Due from Counterparties this Due Period $____________
4. Principal Receivables at the end of the Due Period
(a) TOTAL PRINCIPAL RECEIVABLES IN TRUST
$____________
Aggregate Investor Interest $____________
Seller Interest $____________
(b) INVESTOR INTEREST BY GROUPS
Group One Investor Interest $____________
(c) INVESTOR INTEREST BY SERIES
Series 1994-1 Investor Interest $____________
Series 1994-2 Investor Interest $____________
Series 1995-1 Investor Interest $____________
Series 1995-2 Investor Interest $____________
Series 1995-3 Investor Interest $____________
Series 1995-4 Investor Interest $____________
Series 1995-5 Investor Interest $____________
Series 1996-1 Investor Interest $____________
Series 1996-2 Investor Interest $____________
Series 1996-3 Investor Interest $____________
Series 1996-4 Investor Interest $____________
Series 1996-5 Investor Interest $____________
(d) INVESTOR INTEREST BY CLASS (SERIES 1996-5)
Class A Investor Interest $____________
Class B Investor Interest $____________
Class C Investor Interest $____________
TOTAL CLASS INVESTOR INTEREST $____________
5. Allocation of Collections During the Due Period
(a) TOTAL COLLECTIONS $____________
Principal Receivables Collected $____________
Finance Charge Receivables Collected $____________
Finance Charge Principal Yield
Collections Collections Collections
------------- ----------- -----------
(b) ALLOCATION OF COLLECTIONS WITH
RESPECT TO THE INVESTOR INTEREST
AND THE SELLER INTEREST
Aggregate Investor
Allocation (Aggregate
Investor Percentage
multiplied by total
Collections received
during the Due Period) $____________ $___________ N/A
Seller Allocation (Seller
Percentage multiplied
by total Collections
received during the Due
Period) $____________ $___________ N/A
(c) Group One Allocation $____________ $___________ N/A
(d) Series 1996-5 Allocation $____________ $___________ N/A
(e) Reallocations of
Collections to Series
1996-5 from other series
in Group One $____________ $___________ N/A
6. Information Concerning Controlled Amortization Amount
Amount Distributed Total Distributions
this Due Period through this Due Period
------------------ -----------------------
SERIES 1996-5 BY CLASS
(a) Class A $____________ $___________
(b) Class B $____________ $___________
(c) Class C $____________ $___________
7. Investor Charged-Off Amounts
This Due Period
---------------
(a) Group One (the sum of Series Investor
Charged-Off Amounts for
all Series in Group One) $___________
(b) Series 1996-5 (the sum of the Class
Investor Charged-Off Amounts
for all Classes in Series 1996-5) $___________
(c) Series 1996-5 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) $___________
8. Investor Losses
Total
------
(a) Group One $___________
(b) Series 1996-5 $___________
(c) Series 1996-5 by Class
Class A $___________
Class B $___________
Class C $___________
9. Monthly Servicing Fee Payable This Due Period
SELLER SERVICING FEE $___________
INVESTOR SERVICING FEE
(a) Group One $___________
(b) Series 1996-5 $___________
10. Performance Analysis
(a) Portfolio Yield (Finance Charge
Collections during the Due Period
divided by Principal Receivables
in the Trust as of the first day
of the Due Period) ___________%
(b) Charge-Offs (Charged-Off Amounts
during the Due Period divided
by Principal Receivables in the
Trust as of the first day of the Due
Period) ___________%
(c) Investor Servicing Fee Percentage
(weighted average of Investor
Servicing Fees for Series 1996-5) ___________%
(d) Weighted Average Certificate Rate
(weighted average certificate
rates for all classes of
Series 1996-5) ___________%
(e) Series Excess Servicing Percentage
(Portfolio Yield minus the sum of
Charge-Offs, the Investor Servicing
Fee Percentage and the
Weighted Average Certificate Rate
plus the Series Additional
Allocable Amounts divided by the
Series Invested Amounts) ___________%
(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) ___________%
11. Summary Delinquency Aging Information
The aging of delinquent receivables with respect to the Sears
Portfolio is summarized as follows (1):
[month/year]
Delinquencies as a % of balances
80-89 days past due.................... ____%
90-119 days past due................... ____%
120 days or more past due............ ____%
Total Delinquencies ____%
(1) An account is considered delinquent when it is past due a
total of three or more scheduled monthly payments. Delinquencies as of the
end of each month are divided by balances at the beginning of each such
month. Excludes accounts from Puerto Rico, which were not included
in the Account.
Swap Applicable to this Series Yes__ No__
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee
By:__________________________________________________
EXHIBIT C
Sears Credit Account Master Trust II
Monthly Servicer Certificate
CREDIT ACCOUNT
MASTER TRUST CERTIFICATES
The undersigned, a duly authorized representative of Sears,
Roebuck and Co. ("Sears"), as Servicer pursuant to the Pooling and
Servicing Agreement dated as of July 31, 1994, as amended (the "Pooling and
Servicing Agreement") by and among Sears, Sears Receivables Financing
Group, Inc. and The First National Bank of Chicago, as Trustee, does hereby
certify as follows with respect to the Series outstanding for the
Distribution Date occurring on _______________:
1. Sears is Servicer under the Pooling and Servicing Agreement.
2. The undersigned is a Servicing Officer of Sears as Servicer.
Section I: Total Trust Information
3. The aggregate amount of Principal Collections
processed during the related Due period is equal to $______
4. The aggregate amount of Finance Charge
Collections processed during the
related Due Period is equal to $______
5. The aggregate amount of Total Collections
processed during the related Due Period is equal to $______
6. The aggregate amount of Principal Receivables
in the Trust as of the last day of the related Due
Period is equal to $______
7. The aggregate amount of Finance Charge
Receivables in the Trust as of the
last day of the related Due Period is equal to $______
8. The aggregate amount of Total Receivables
in the Trust as of the last day of
the related Due Period is equal to $______
Section II: Series 1994-1
9. The aggregate amount of Series Additional
Allocable Amounts during the related Due Period is
equal to $______
10. The amount of interest payable to the
Class A Certificateholders on the current Distribution
Date is equal to $______
11. The amount of principal payable to the
Class A Certificateholders on the current Distribution
Date is equal to $______
12. The amount of interest payable to the
Class B Certificateholders on the current Distribution
Date is equal to $______
13. The amount of principal payable to the
Class B Certificateholders on the current Distribution
Date is equal to $______
14. The amount of interest payable to the
Class C Certificateholders on the current Distribution
Date is equal to $______
15. The amount of principal payable to the
Class C Certificateholders on the current Distribution
Date is equal to $______
16. The aggregate amount of Reallocated Class B
Principal Collections during the related Due Period
is equal to $______
17. The aggregate amount of Reallocated Class C
Principal Collections during the related Due Period
is equal to $______
Section III: Series 1994-2
18. The aggregate amount of Series Additional
Allocable Amounts during the
related Due Period is equal to $______
19. The amount of interest payable to the
Class A Certificateholders on the
current Distribution Date is equal to $______
20. The amount of principal payable to the
Class A Certificateholders on the
current Distribution Date is equal to $______
21. The amount of interest payable to the
Class B Certificateholders on the
current Distribution Date is equal to $______
22. The amount of principal payable to the
Class B Certificateholders on the
current Distribution Date is equal to $______
23. The amount of interest payable to the
Class C Certificateholders on the
current Distribution Date is equal to $______
24. The amount of principal payable to the
Class C Certificateholders on the
current Distribution Date is equal to $______
25. The aggregate amount of Reallocated
Class B Principal Collections during
the related Due Period is equal to $______
26. The aggregate amount of Reallocated
Class C Principal Collections during
the related Due Period is equal to $______
Section IV: Series 1995-1
27. The aggregate amount of Series Additional
Allocable Amounts during the
related Due Period is equal to $______
28. The amount of interest payable to the
Class A Certificateholders on the
current Distribution Date is equal to $______
29. The amount of principal payable to the
Class A Certificateholders on the
current Distribution Date is equal to $______
30. The amount of interest payable to the
Class B Certificateholders on the
current Distribution Date is equal to $______
31. The amount of principal payable to the
Class B Certificateholders on the
current Distribution Date is equal to $______
32. The amount of interest payable to the
Class C Certificateholders on the
current Distribution Date is equal to $______
33. The amount of principal payable to the
Class C Certificateholders on the
current Distribution Date is equal to $______
34. The aggregate amount of Reallocated
Class B Principal Collections during
the related Due Period is equal to $______
35. The aggregate amount of Reallocated
Class C Principal Collections during
the related Due Period is equal to $______
Section V: Series 1995-2
36. The aggregate amount of Series Additional
Allocable Amounts during the
related Due Period is equal to $______
37. The amount of interest payable to the
Class A Certificateholders on the
current Distribution Date is equal to $______
38. The amount of principal payable to the
Class A Certificateholders on the
current Distribution Date is equal to $______
39. The amount of interest payable to the
Class B Certificateholders on the
current Distribution Date is equal to $______
40. The amount of principal payable to the
Class B Certificateholders on the
current Distribution Date is equal to $______
41. The amount of interest payable to the
Class C Certificateholders on the
current Distribution Date is equal to $______
42. The amount of principal payable to the
Class C Certificateholders on the
current Distribution Date is equal to $______
43. The aggregate amount of Reallocated
Class B Principal Collections during
the related Due Period is equal to $______
44. The aggregate amount of Reallocated
Class C Principal Collections during
the related Due Period is equal to $______
Section VI: Series 1995-3
45. The aggregate amount of Series Additional
Allocable Amounts during the
related Due Period is equal to $______
46. The amount of interest payable to the
Class A Certificateholders on the
current Distribution Date is equal to $______
47. The amount of principal payable to the
Class A Certificateholders on the
current Distribution Date is equal to $______
48. The amount of interest payable to the
Class B Certificateholders on the
current Distribution Date is equal to $______
49. The amount of principal payable to the
Class B Certificateholders on the
current Distribution Date is equal to $______
50. The amount of interest payable to the
Class C Certificateholders on the
current Distribution Date is equal to $______
51. The amount of principal payable to the
Class C Certificateholders on the
current Distribution Date is equal to $______
52. The aggregate amount of Reallocated Class
B Principal Collections during
the related Due Period is equal to $______
53. The aggregate amount of Reallocated Class
C Principal Collections during
the related Due Period is equal to $______
Section VII: Series 1995-4
54. The aggregate amount of Series Additional
Allocable Amounts during the
related Due Period is equal to $______
55. The amount of interest payable to the
Class A Certificateholders on the
current Distribution Date is equal to $______
56. The amount of principal payable to the
Class A Certificateholders on the
current Distribution Date is equal to $______
57. The amount of interest payable to the
Class B Certificateholders on the
current Distribution Date is equal to $______
58. The amount of principal payable to the
Class B Certificateholders on the
current Distribution Date is equal to $______
59. The amount of interest payable to the
Class C Certificateholders on the
current Distribution Date is equal to $______
60. The amount of principal payable to the
Class C Certificateholders on the
current Distribution Date is equal to $______
61. The aggregate amount of Reallocated
Class B Principal Collections during
the related Due Period is equal to $______
62. The aggregate amount of Reallocated
Class C Principal Collections during
the related Due Period is equal to $______
Section VIII: Series 1995-5
63. The aggregate amount of Series Additional
Allocable Amounts during the
related Due Period is equal to $______
64. The amount of interest payable to the
Class A Certificateholders on the
current Distribution Date is equal to $______
65. The amount of principal payable to the
Class A Certificateholders on the
current Distribution Date is equal to $______
66. The amount of interest payable to the
Class B Certificateholders on the
current Distribution Date is equal to $______
67. The amount of principal payable to the
Class B Certificateholders on the
current Distribution Date is equal to $______
68. The amount of interest payable to the
Class C Certificateholders on the
current Distribution Date is equal to $______
69. The amount of principal payable to the
Class C Certificateholders on the
current Distribution Date is equal to $______
70. The aggregate amount of Reallocated
Class B Principal Collections during
the related Due Period is equal to $______
71. The aggregate amount of Reallocated
Class C Principal Collections during
the related Due Period is equal to $______
Section IX: Series 1996-1
72. The aggregate amount of Series Additional
Allocable Amounts during the
related Due Period is equal to $______
73. The amount of interest payable to the
Class A Certificateholders on the
current Distribution Date is equal to $______
74. The amount of principal payable to the
Class A Certificateholders on the
current Distribution Date is equal to $______
75. The amount of interest payable to the
Class B Certificateholders on the
current Distribution Date is equal to $______
76. The amount of principal payable to the
Class B Certificateholders on the
current Distribution Date is equal to $______
77. The amount of interest payable to the
Class C Certificateholders on the
current Distribution Date is equal to $______
78. The amount of principal payable to the
Class C Certificateholders on the
current Distribution Date is equal to $______
79. The aggregate amount of Reallocated
Class B Principal Collections during
the related Due Period is equal to $______
80. The aggregate amount of Reallocated
Class C Principal Collections during
the related Due Period is equal to $______
Section X: Series 1996-2
81. The aggregate amount of Series Additional
Allocable Amounts during the
related Due Period is equal to $______
82. The amount of interest payable to the
Class A Certificateholders on the
current Distribution Date is equal to $______
83. The amount of principal payable to the
Class A Certificateholders on the
current Distribution Date is equal to $______
84. The amount of interest payable to the
Class B Certificateholders on the
current Distribution Date is equal to $______
85. The amount of principal payable to the
Class B Certificateholders on the
current Distribution Date is equal to $______
86. The amount of interest payable to the
Class C Certificateholders on the
current Distribution Date is equal to $______
87. The amount of principal payable to the
Class C Certificateholders on the
current Distribution Date is equal to $______
88. The aggregate amount of Reallocated
Class B Principal Collections during
the related Due Period is equal to $______
89. The aggregate amount of Reallocated
Class C Principal Collections during
the related Due Period is equal to $______
Section XI: Series 1996-3
90. The aggregate amount of Series Additional
Allocable Amounts during the
related Due Period is equal to $______
91. The amount of interest payable to the
Class A Certificateholders on the
current Distribution Date is equal to $______
92. The amount of principal payable to the
Class A Certificateholders on the
current Distribution Date is equal to $______
93. The amount of interest payable to the
Class B Certificateholders on the
current Distribution Date is equal to $______
94. The amount of principal payable to the
Class B Certificateholders on the
current Distribution Date is equal to $______
95. The amount of interest payable to the
Class C Certificateholders on the
current Distribution Date is equal to $______
96. The amount of principal payable to the
Class C Certificateholders on the
current Distribution Date is equal to $______
97. The aggregate amount of Reallocated
Class B Principal Collections during
the related Due Period is equal to $______
98. The aggregate amount of Reallocated
Class C Principal Collections during
the related Due Period is equal to $______
Section XII: Series 1996-4
99. The aggregate amount of Series Additional
Allocable Amounts during the
related Due Period is equal to $______
100. The amount of interest payable to the
Class A Certificateholders on the
current Distribution Date is equal to $______
101. The amount of principal payable to the
Class A Certificateholders on the
current Distribution Date is equal to $______
102. The amount of interest payable to the
Class B Certificateholders on the
current Distribution Date is equal to $______
103. The amount of principal payable to the
Class B Certificateholders on the
current Distribution Date is equal to $______
104. The amount of interest payable to the
Class C Certificateholders on the
current Distribution Date is equal to $______
105. The amount of principal payable to the
Class C Certificateholders on the
current Distribution Date is equal to $______
106. The aggregate amount of Reallocated
Class B Principal Collections during
the related Due Period is equal to $______
107. The aggregate amount of Reallocated
Class C Principal Collections during
the related Due Period is equal to $______
Section XIII: Series 1996-5
108. The aggregate amount of Series Additional
Allocable Amounts during the
related Due Period is equal to $______
109. The amount of interest payable to the
Class A Certificateholders on the
current Distribution Date is equal to $______
110. The amount of principal payable to the
Class A Certificateholders on the
current Distribution Date is equal to $______
111. The amount of interest payable to the
Class B Certificateholders on the
current Distribution Date is equal to $______
112. The amount of principal payable to the
Class B Certificateholders on the
current Distribution Date is equal to $______
113. The amount of interest payable to the
Class C Certificateholders on the
current Distribution Date is equal to $______
114. The amount of principal payable to the
Class C Certificateholders on the
current Distribution Date is equal to $______
115. The aggregate amount of Reallocated
Class B Principal Collections during
the related Due Period is equal to $______
116. The aggregate amount of Reallocated
Class C Principal Collections during
the related Due Period is equal to $______
117. Attached hereto is a true copy of the statement required to be
delivered by the Servicer on the date of this Certificate to the Trustee
pursuant to the Series Supplements.
IN WITNESS WHEREOF, the undersigned has duly executed and
delivered this certificate this ____day of ____________, 19__.
SEARS, ROEBUCK AND CO.,
as Servicer
By:__________________________________________
Name:
Title:
SEARS, ROEBUCK AND CO.
Servicer
SEARS RECEIVABLES FINANCING GROUP, INC.
Seller
and
THE FIRST NATIONAL BANK OF CHICAGO
Trustee
on behalf of the Certificateholders
------------------------
SERIES 1996-5 SUPPLEMENT
Dated as of December 16, 1996
to the
POOLING AND SERVICING AGREEMENT
Dated as of July 31, 1994
----------------------------
$595,250,000
SEARS CREDIT ACCOUNT MASTER TRUST II
MASTER TRUST CERTIFICATES, SERIES 1996-5
TABLE OF CONTENTS
Page
----
SERIES TERM
SHEET.............................................................. i
ANNEX.............................................................. 1
SECTION 1. Definitions............................................. 1
SECTION 2. Subordination........................................... 24
SECTION 3. Representations and Warranties of the Seller............ 24
SECTION 4. Representations and Warranties of the Servicer.......... 24
SECTION 5. Representations and Warranties of the Trustee........... 25
SECTION 6. Authentication of Certificates.......................... 25
SECTION 7. Establishment and Administration of Investor Accounts
and the Third Party Credit Enhancement Account............ 26
SECTION 8. Allocations of Collections.............................. 31
SECTION 9. Payment................................................. 80
SECTION 10. Third Party Credit Enhancement......................... 84
SECTION 11. Calculation of Investor Losses......................... 85
SECTION 12. Servicing Compensation................................. 86
SECTION 13. Class Coupon Cap Agreement............................. 86
SECTION 14. Interest Rate Swaps.................................... 87
SECTION 15. Investor Certificateholders' Monthly Statement......... 87
SECTION 16. Monthly Servicer Certificate........................... 88
SECTION 17. Additional Rapid Amortization Events................... 88
SECTION 18. Purchase of Investor Certificates and
Series Termination..................................... 89
SECTION 19. Variable Accumulation Period........................... 90
SECTION 20. Series Yield Factor.................................... 90
SECTION 21. Issuance of Additional Investor Certificates........... 91
SECTION 22. Sale or Transfer of Seller Retained Classes............ 92
SECTION 23. Paired Series.......................................... 92
SECTION 24. Excess Required Daily Deposits......................... 92
SECTION 25. Fixed Principal Allocation Adjustment.................. 93
SECTION 26. Ratification of Pooling and Servicing Agreement........ 93
SECTION 27. Counterparts........................................... 93
SECTION 28. Book-Entry Certificates................................ 93
SECTION 29. Governing Law.......................................... 93
EXHIBITS
EXHIBIT A-1 Form of Class A Temporary Global Certificate
EXHIBIT A-2 Form of Class B Temporary Global Certificate
EXHIBIT A-3 Form of Class A Permanent Global Certificate
EXHIBIT A-4 Form of Class B Permanent Global Certificate
EXHIBIT A-5 Form of Class C Certificate
EXHIBIT B Form of Investor Certificateholders' Monthly Statement
EXHIBIT C Form of Monthly Servicer Certificate
