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EXECUTION COPY
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BOMBARDIER CREDIT RECEIVABLES CORPORATION,
Depositor,
BOMBARDIER CAPITAL INC.,
Servicer,
and
BANKERS TRUST COMPANY,
Trustee
________________________________________
SERIES 1997-1 SUPPLEMENT
Dated as of January 1, 1997
to
POOLING AND SERVICING AGREEMENT
Dated as of January 1, 1994
________________________________________
BOMBARDIER RECEIVABLES MASTER TRUST I
SERIES 1997-1
$400,000,000 Class A Certificates
$27,125,000 Class B Certificates
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TABLE OF CONTENTS
ARTICLE I
Creation of the Series 1997-1 Certificates Page
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SECTION 1.01. Designation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II
Definitions and Interpretive Provisions
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SECTION 2.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 2.02. Interpretive Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 2.03. Transitional Provisions Relating to Series 1994-1 Final Payment Date . . . . . . . . . . . . . . . 17
ARTICLE III
Servicing Fee
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SECTION 3.01. Servicing Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
ARTICLE IV
Rights of Certificateholders and
Allocation and Application of Collections
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SECTION 4.01A. Allocations; Payments to Holder(s) of the BCRC Certificate and any Supplemental Certificate(s) . 18
SECTION 4.01B. Collections and Allocations for Series 1997-1 . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 4.02. Monthly Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 4.03. Determination of Monthly Principal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 4.04. Establishment of Reserve Fund and Excess Funding Account . . . . . . . . . . . . . . . . . . . . . 23
SECTION 4.05. Deficiency Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 4.06. Application of Investor Non-Principal Collections, Investment Proceeds and Available Investor
Principal Collections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 4.07. Application of Reserve Fund and Available Subordinated Amount . . . . . . . . . . . . . . . . . . 28
SECTION 4.08. Investor Charge-Offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 4.09. Excess Servicing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
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Page
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SECTION 4.10. Principal Collections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 4.11. Excess Funding Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 4.12. Initial Principal Payment Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
ARTICLE V
Distributions and Reports to
Series 1997-1 Certificateholders
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SECTION 5.01. Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 5.02. Reports and Statements to Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
ARTICLE VI
Early Amortization Events
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SECTION 6.01. Additional Early Amortization Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
ARTICLE VII
Optional Repurchase
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SECTION 7.01. Optional Repurchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
ARTICLE VIII
Final Distributions
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SECTION 8.01. Sale of Certificates Pursuant to Section 2.03 of the Agreement; Distributions Pursuant to
Section 7.01 of this Series Supplement or Section 2.03 or 12.02(c) of the Agreement . . . . . . . . 37
SECTION 8.02. Distribution of Proceeds of Sale, Disposition or Liquidation of the Receivables Pursuant
to Section 9.02 of the Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
ARTICLE IX
Miscellaneous Provisions
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SECTION 9.01. Ratification of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 9.02. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
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Page
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SECTION 9.03. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 9.04. Covenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
EXHIBITS AND SCHEDULES
Exhibit A Form of Class A Certificates
Exhibit B Form of Class B Certificates
Exhibit C Form of Distribution Date Statement
Schedule 1 List of Series 1997-1 Accounts
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SERIES 1997-1 SUPPLEMENT dated as of January 1, 1997 (the
"Series Supplement"), among BOMBARDIER CREDIT RECEIVABLES CORPORATION, a
Delaware corporation, as Depositor, BOMBARDIER CAPITAL INC., a Massachusetts
corporation, as Servicer, and BANKERS TRUST COMPANY, a New York banking
corporation, as Trustee.
Pursuant to Section 6.03 of the Pooling and Servicing
Agreement dated as of January 1, 1994 (as amended and supplemented, the
"Agreement"), among the Depositor, the Servicer and the Trustee, the Depositor
may from time to time direct the Trustee to issue, on behalf of the Trust, one
or more new Series of Investor Certificates representing fractional undivided
interests in the Trust. The Principal Terms of any new Series are to be set
forth in a Supplement to the Agreement.
Pursuant to this Series Supplement, the Depositor and the
Trustee shall create a new Series of Investor Certificates and specify the
Principal Terms thereof.
ARTICLE I
Creation of the Series 1997-1 Certificates
SECTION 1.01. Designation.
(a) There is hereby created a Series of Investor
Certificates to be issued pursuant to the Agreement and this Series Supplement
to be known as the "Series 1997-1 Certificates." The Series 1997-1
Certificates will consist of two classes of beneficial ownership interests
entitled "Class A Certificates" and "Class B Certificates." The Class A
Certificates shall be substantially in the form of Exhibit A and the Class B
Certificates shall be substantially in the form of Exhibit B.
(b) In the event that any term or provision contained
herein shall conflict with or be inconsistent with any term or provision
contained in the Agreement, the terms and provisions of this Series Supplement
shall govern.
ARTICLE II
Definitions and Interpretive Provisions
SECTION 2.01. Definitions. Whenever used in this Series
Supplement, the following words and phrases shall have the following meanings.
"Additional Interest" shall mean with respect to any
Distribution Date, the sum of Class A Additional Interest, if any, or Class B
Additional Interest, if any.
"Adjusted Invested Amount" shall mean on any date of
determination an amount equal to (a) the Initial Principal Amount plus (b) the
amount of any withdrawals from
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the Excess Funding Account pursuant to Section 4.11(b) or (c) hereof in
connection with an increase in the Pool Balance, and less (c) the amount of any
additions to the Excess Funding Account pursuant to Section 4.01(B)(b)(i),
4.01(B)(b)(ii), 4.06(b)(i), 4.06(b)(ii) or 4.06(d)(iii) hereof in connection
with a reduction in the Pool Balance.
"Adjusted Series 1997-1 Allocation Percentage" for a
Collection Period shall mean the percentage derived from the fraction the
numerator of which is the Invested Amount on the last Business Day preceding
such Collection Period and the denominator of which is the sum of the Pool
Invested Amount and the Variable Funding Amount on the last Business Day
preceding such Collection Period.
"Adjustment Date" shall mean the second London Business Day
preceding the first day of the related Interest Period.
"Allocable Miscellaneous Payments" shall mean, with respect
to any Distribution Date, the product of (a) the Series 1997-1 Investor
Allocation Percentage for the related Collection Period and (b) Miscellaneous
Payments with respect to the related Collection Period.
"Amortization Period" shall mean, unless an Early
Amortization Period or an Initial Amortization Period shall have commenced
prior thereto (other than an Early Amortization Period which has ended as
described in clause (c) of the definition thereof), the period commencing on
October 1, 2001, and ending upon the first to occur of (a) the commencement of
an Early Amortization Period or an Initial Amortization Period, (b) the payment
in full to Series 1997-1 Certificateholders of the principal balance of the
Series 1997-1 Certificates and (c) the Series 1997-1 Termination Date.
"Available Investor Principal Collections" shall mean, with
respect to any Distribution Date, the sum of:
(a) the product of (i) the Floating Allocation Percentage,
with respect to the Revolving Period, or the Principal Allocation
Percentage, with respect to the Amortization Period, any Early
Amortization Period or any Initial Amortization Period, for the
related Collection Period and (ii) Principal Collections received by
the Servicer during the related Collection Period; plus
(b) the amount, if any, of Investor Non-Principal
Collections, funds in the Reserve Fund and Series 1997-1 Available
Retained Collections applied in respect of the Investor Default
Amount, any unpaid Adjustment Payments allocated to the Certificates
or previously unreimbursed Investor Charge-Offs; plus
(c) Allocable Miscellaneous Payments with respect to such
Distribution Date; plus
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(d) Series 1997-1 Excess Principal Collections on deposit
in the Collection Account for such Distribution Date; plus
(e) if an Early Amortization Period or an Initial
Amortization Period began during the related Collection Period, all
funds on deposit in the Excess Funding Account; plus
(f) on the Series 1997-1 Termination Date, any funds in
the Reserve Fund after giving effect to Section 4.07 hereof.
provided, however, that in the case of clause (a), if for any date the
sum of the Floating Allocation Percentage (if the Revolving Period is
in effect), the Principal Allocation Percentage (if the Early
Amortization Period, Initial Amortization Period or the Amortization
Period is in effect), the floating allocation percentages for all
other outstanding Series of Investor Certificates in their revolving
periods and the principal allocation percentages for all other
outstanding Series of Certificates in their early amortization or
amortization periods exceeds 100%, then Principal Collections shall be
allocated among such Series (including the Certificates) pro rata on
the basis of such floating allocation percentages and principal
allocation percentages.
"Available Retained Collections" shall mean, with respect
to any Deposit Date, the sum of (a) the Available Retained Non-Principal
Collections for such Deposit Date and (b) the Available Retained Principal
Collections for such Deposit Date; provided, however, that the Available
Retained Collections shall be zero for any Collection Period with respect to
which the Available Subordinated Amount is zero for the Distribution Date
occurring in such Collection Period.
"Available Retained Non-Principal Collections" shall mean,
with respect to any Deposit Date, an amount equal to the product of (a) the
excess of (i) the Retained Percentage for the related Collection Period (or,
after the Series 1994-1 Final Payment Date, for such Deposit Date) over (ii)
the Excess Retained Percentage for such Collection Period (or, after the Series
1994-1 Final Payment Date, for such Deposit Date) multiplied by (b)
Non-Principal Collections for such Deposit Date.
"Available Retained Principal Collections" shall mean, with
respect to any Deposit Date, an amount equal to the result obtained by
multiplying (a) the excess of (i) the Retained Percentage for the related
Collection Period (or, after the Series 1994-1 Final Payment Date, for such
Deposit Date) over (ii) the Excess Retained Percentage for such Collection
Period (or, after the Series 1994-1 Final Payment Date, for such Deposit Date)
by (b) Principal Collections for such Deposit Date.
"Available Subordinated Amount" for any date of
determination during the period from the Closing Date through the first
Distribution Date shall mean an amount equal to the Required Subordinated
Amount on such date of determination. The Available Subordinated Amount for
any subsequent date of determination shall mean an amount equal to the sum of:
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(i) the lesser
(x) the Available Subordinated Amount for the
preceding Distribution Date, minus
(A) the Required Subordination Draw
Amount with respect to such preceding
Distribution Date or, if such date of
determination is a Distribution Date,
with respect to such Distribution Date,
to the extent provided in Section 4.07(b)
hereof, minus
(B) the amount of any deposits in the
Reserve Fund from Series 1997-1 Available
Retained Collections pursuant to Section
4.07 hereof for the purpose of
reimbursing any withdrawals from the
Reserve Fund applied to cover any portion
of the Investor Default Amount on such
preceding Distribution Date or, if such
date of determination is a Distribution
Date, with respect to such Distribution
Date (but excluding any other deposits to
the Reserve Fund from Series 1997-1
Available Retained Collections), minus
(C) an amount equal to the Defaulted
Amount for the immediately preceding
Collection Period multiplied by a
fraction, the numerator of which is the
Available Subordinated Amount as of the
close of business on the last day of the
preceding Collection Period (or in the
case of the first Distribution Date, the
Required Subordinated Amount as of the
Closing Date) and the denominator of
which is the Pool Balance as of the close
of business on the last day of the
preceding Collection Period (or in the
period from the Closing Date through the
first Distribution Date, the Pool Balance
as of the Closing Date), plus
(D) the aggregate amount of Excess
Servicing paid to the Holder of the BCRC
Certificate or to the Holder of any
Supplemental Certificate(s) pursuant to
Section 4.09(c) hereof on the preceding
Distribution Date, minus
(E) the Incremental Subordinated Amount
for the second preceding Distribution
Date, or if such date of determination is
a Distribution Date, the preceding
Distribution Date, plus
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(F) the Incremental Subordinated Amount
for the immediately preceding
Distribution Date, or if such date of
determination is a Distribution Date,
such Distribution Date, plus
(G) the Subordinated Percentage
multiplied by the aggregate amount of any
increases in the Invested Amount
resulting from any withdrawals from the
Excess Funding Account since the
preceding Distribution Date; and
(y) the Required Subordinated Amount for such
date of determination; plus
(ii) the amount of any optional increase in the Available
Subordinated Amount exercised by the Holder of the
BCRC Certificate pursuant to Section 4.07(b) hereof;
provided, however, that if the Required Subordination Draw Amount
exceeds Available Retained Collections for any Distribution Date, the
Available Subordinated Amount shall be further reduced by an amount
equal to the sum of (A) the amount of such excess (but not by more
than the Investor Default Amount for such Distribution Date) and (B)
the amount of unpaid Adjustment Payments allocated to the Certificates
as described in Section 4.05(a)(vi) hereof.
"Calculation Agent" shall mean the Trustee or any other
Calculation Agent selected by the Depositor which is reasonably acceptable to
the Trustee.
"Certificateholders" shall mean the Holders of the
Certificates.
"Certificates" shall mean, collectively, Class A
Certificates and Class B Certificates.
"Class A Additional Interest" shall have the meaning
specified in Section 4.02(a) hereof.
"Class A Amortization Date" shall mean each Distribution
Date with respect to the Amortization Period.
"Class A Amortization Period Length" means six months.
"Class A Carry-Over Amount" shall mean, with respect to
Class A Certificates and for any Distribution Date with respect to which the
Class A Certificate Rate is calculated on the basis of the Net Receivables
Rate, the excess of (a) the Class A Monthly Interest for such Distribution Date
determined as if such Class A Certificate Rate were calculated on the basis of
the LIBOR formula set forth in clause (a) of the definition of Class A
Certificate Rate over (b) the actual Class A Monthly Interest for such
Distribution Date.
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"Class A Certificate" shall mean any one of the
certificates executed and authenticated by the Trustee, substantially in the
form of Exhibit A hereto.
"Class A Certificate Rate" shall mean, with respect to any
Interest Period, the lesser of (a) the sum of (i) LIBOR and (ii) 0.12% per
annum and (b) the Net Receivables Rate for the Adjustment Date immediately
preceding such Interest Period.
"Class A Controlled Amortization Amount" shall mean, with
respect to any Class A Amortization Date, an amount equal to the principal
balance of the Class A Certificates as of the October 2001 Distribution Date
divided by the number of months comprising the Class A Amortization Period
Length.
"Class A Controlled Distribution Amount" shall mean, with
respect to any Class A Amortization Date, the Class A Controlled Amortization
Amount plus any Class A Controlled Amortization Amounts that were not paid on
any previous Class A Amortization Date.
"Class A Expected Final Payment Date" shall mean the April
2002 Distribution Date.
"Class A Interest Shortfall" shall have the meaning
specified in Section 4.02(a) hereof.
"Class A Monthly Interest" shall have the meaning specified
in Section 4.02(a) hereof.
"Class B Additional Interest" shall have the meaning
specified in Section 4.02(b) hereof.
"Class B Carry-Over Amount" shall mean, with respect to
Class B Certificates and for any Distribution Date with respect to which Class
B Certificate Rate is calculated on the basis of the Net Receivables Rate, the
excess of (a) the Class B Monthly Interest for such Distribution Date
determined as if such Class B Certificate Rate were calculated on the basis of
the LIBOR formula set forth in clause (a) of the definition of Class B
Certificate Rate over (b) the actual Class B Monthly Interest for such
Distribution Date.
"Class B Certificate" shall mean any one of the
certificates executed and authenticated by the Trustee, substantially in the
form of Exhibit B hereto.
"Class B Certificate Rate" shall mean, with respect to any
Interest Period, the lesser of (a) the sum of (i) LIBOR and (ii) 0.33% per
annum and (b) the Net Receivables Rate for the Adjustment Date immediately
preceding such Interest Period.
"Class B Expected Payment Date" shall mean the April 2002
Distribution Date.
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"Class B Interest Shortfall" shall have the meaning
specified in Section 4.02(b) hereof.
"Class B Monthly Interest" shall have the meaning specified
in Section 4.02(b) hereof.
"Closing Date" shall mean January 23, 1997.
"Daily Allocation" shall have the meaning specified in
Section 4.01B(a)(i).
"Daily Principal Allocation" shall have the meaning
specified in Section 4.01B(b)(i), (ii) and (iii).
"Deficiency Amount" shall have the meaning specified in
Section 4.05 hereof.
"Designated Manufacturer Overconcentrations," on any
Distribution Date means the excess of (x) the aggregate amount of Eligible
Receivables created in connection with the financing of products manufactured
by the Designated Manufacturer which Eligible Receivables are included in the
Pool on the last day of the Collection Period immediately preceding such
Distribution Date over (y) 50% of the Pool Balance on the last day of such
immediately preceding Collection Period, where the "Designated Manufacturer"
is, collectively, Bombardier Inc. and its subsidiaries; provided, however, that
the percentage specified in clause (y) of this definition and the entities
included as Designated Manufacturer may be adjusted from time to time and no
such adjustment shall be deemed an amendment of the terms hereof, but shall be
an adjustment made in accordance with the terms hereof if, prior to each
adjustment, the Rating Agency Condition is satisfied for such adjustment.
"Distribution Date Statement" shall have the meaning
specified in Section 5.02(a) hereof.
"Early Amortization Event" shall mean any Early
Amortization Event specified in Section 9.01 of the Agreement, together with
any additional Early Amortization Event specified in Section 6.01 hereof.
"Effective Distribution Date" shall have the meaning
specified in Section 4.12 hereof.
"Excess Funded Amount," for any Distribution Date prior to
and including the Series 1994-1 Final Payment Date, shall mean an amount equal
to the product of (a) the excess, if any, of (i) the Required Pool Balance on
the day immediately prior to such Distribution Date over (ii) the Pool Balance
at the end of the preceding Collection Period and (b) a fraction the numerator
of which is the Series 1997-1 Required Balance and the denominator of which is
the aggregate of the required balances (including the Series 1997-1 Required
Balance) for all Series providing for excess funding accounts or similar
arrangements that are in their revolving periods.
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"Excess Funded Amount," for any date after the Series
1994-1 Final Payment Date, shall mean an amount equal to the product of (a) the
excess, if any, of (i) the Required Pool Balance as of the end of the
immediately preceding day over (ii) the Pool Balance as of the end of such
immediately preceding day and (b) a fraction the numerator of which is the
Series 1997-1 Required Balance and the denominator of which is the aggregate of
the required balances (including the Series 1997-1 Required Balance) for all
Series providing for excess funding amounts or similar arrangements that are in
their revolving periods or, if applicable, their amortization periods, all
calculated as of the end of the immediately preceding day.
"Excess Funding Account" shall have the meaning specified
in Section 4.04(b)(i) hereof.
"Excess Principal Collections" for all Series other than
Series 1997-1, shall have the meanings specified in the Supplements for such
Series and for Series 1997-1, shall have the meaning specified in Section
4.06(b)(i) or (ii) hereof.
"Excess Reserve Fund Required Amount" shall mean, for any
Distribution Date with respect to an Early Amortization Period, an amount equal
to the greater of (a) 5% of the Initial Principal Amount of the Certificates
and (b) the excess of (i) the Required Pool Balance (after giving effect to any
changes thereto on such Distribution Date) over (ii) the Pool Balance (after
giving effect to changes thereto on such Distribution Date); provided, however,
that the Excess Reserve Fund Required Amount shall in no event exceed the
Available Subordinated Amount for such Distribution Date.
"Excess Retained Percentage" prior to and including the
Series 1994-1 Final Payment Date shall mean for any Collection Period, (x) the
Retained Percentage for such Collection Period minus (y) the percentage
equivalent of a fraction the numerator of which is equal to the Pool Available
Subordinated Amount for the Distribution Date preceding such Collection Period
and the denominator of which is the Pool Balance at the end of the preceding
Collection Period and, after the Series 1994-1 Final Payment Date, Excess
Retained Percentage shall have the meaning assigned in the Agreement.
"Excess Servicing" for any Distribution Date shall mean the
amount, if any, specified pursuant to Section 4.06(a)(ix) hereof.
"Floating Allocation Percentage," prior to and including
the Series 1994-1 Final Payment Date, shall mean, with respect to any
Collection Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Invested Amount as of
the last day of the immediately preceding Collection Period and the denominator
of which is the Pool Balance as of such last day; provided, however, that, with
respect to the first Collection Period, the Floating Allocation Percentage
shall mean the percentage equivalent of a fraction, the numerator of which is
the Invested Amount and the denominator of which is the Pool Balance on the
Series Cut-Off Date giving pro forma effect as of the Series Cut-Off Date to
the issuance of the Certificates; provided further, that for
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purposes of allocating Principal Collections, when calculating the Floating
Allocation Percentage, the Invested Amount shall be reduced by the
Pre-Allocated Investment Amount.
"Floating Allocation Percentage," after the Series 1994-1
Final Payment Date, shall mean, as of any day, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is
the Invested Amount as of the close of business on the immediately preceding
day and the denominator of which is the Pool Balance as of the close of
business on such immediately preceding day.
"Incremental Subordinated Amount" shall mean, with respect
to any Distribution Date, the result obtained by multiplying (a) a fraction,
the numerator of which is the sum of the Invested Amount on the last day of the
immediately preceding Collection Period (or with respect to the first
Distribution Date, the Invested Amount on the Closing Date) and the Available
Subordinated Amount for such Distribution Date (calculated without subtracting
or adding the Incremental Subordinated Amount for such Distribution Date as
described in clause (x) of the definition of Available Subordinated Amount or
clause (b) of the definition of Required Subordinated Amount), and the
denominator of which is the Pool Balance on such last day by (b) the
Overconcentration Amount on such Distribution Date.
"Industry Overconcentrations" shall mean on any
Distribution Date the excess of (x) the aggregate amount of Eligible
Receivables created in connection with the financing of products manufactured
by manufacturing entities that are part of the same industry (i.e., producing
the same principal product, provided that products manufactured by Bombardier
Inc. and its Affiliates shall not be included in the calculation of Industry
Overconcentration), which Eligible Receivables are in the Pool on the last day
of the Collection Period immediately preceding such Distribution Date over (y)
an amount equal to 35% of the Pool Balance on the last day of such immediately
preceding Collection Period; provided, however, that with respect to each
industry specified below, the percentage in clause (y) of this definition shall
be deemed to equal the percentage set forth opposite such industry:
Industry Percentage
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Marine Products 45%
Recreational Vehicles 15%
Lawn and Garden 10%
Consumer Electronics and Appliances 10%
provided further, that some or all of the percentages specified in this
definition of Industry Overconcentrations may be adjusted from time to time
without the consent of the Certificateholders and no such adjustment shall be
deemed an amendment of the terms hereof, but shall be an adjustment in
accordance with the terms hereof if prior to each adjustment the Rating Agency
Condition has been satisfied.
"Initial Amortization Period" shall mean, if BCI elects not
to extend the Initial Principal Payment Date, the period from the date the
notice that the Initial Principal Payment Date will not be extended is mailed
by the Trustee to the holders of the Certificates
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(which date shall also be the end of the Revolving Period or, if the
Amortization Period is then in effect, the end of the Amortization Period)
until the Certificates have been paid in full.
"Initial Principal Amount" shall mean $427,125,000.
"Initial Principal Payment Date" shall mean the February
2000 Distribution Date; provided, that unless BCI elects not to extend the
Initial Principal Payment Date in accordance with the terms of Section 4.12,
the Initial Principal Payment Date shall be extended successively and
automatically from one Distribution Date to the next to, but not later than,
the Class A Expected Final Payment Date.
"Interest Period" shall mean, with respect to any
Distribution Date, the period from and including the Distribution Date
immediately preceding such Distribution Date (or, in the case of the first
Distribution Date, from and including the Closing Date) to but excluding such
Distribution Date.
"Invested Amount" shall mean, on any date of determination,
an amount equal to (a) the Adjusted Invested Amount, minus (b) the amount,
without duplication, of principal payments (except (i) principal payments made
from the Excess Funding Account and (ii) any transfers from the Excess Funding
Account to the Collection Account) made on the Certificates prior to such date,
minus (c) the excess, if any, of the aggregate amount of Investor Charge-Offs
over Investor Charge-Offs reimbursed pursuant to Section 4.08 hereof prior to
such date.
"Investment Proceeds" shall mean, with respect to any
Distribution Date, all interest and other investment earnings (net of losses
and investment expenses) on funds on deposit in the Series 1997-1 Accounts,
together with an amount equal to the Series 1997-1 Investor Allocation
Percentage of the net interest and other investment earnings on funds held in
the Collection Account credited as of such date to the Collection Account
pursuant to Section 4.02 of the Agreement.
"Investor Charge-Offs" shall have the meaning specified in
Section 4.08 hereof.
"Investor Default Amount" shall mean, with respect to any
Distribution Date, an amount equal to the sum of the product of (a) the
Defaulted Amount for each day of the related Collection Period and (b) the
Floating Allocation Percentage for each such day.
"Investor Non-Principal Collections" shall mean, with
respect to any Distribution Date, the sum for each Deposit Date in the related
Collection Period of an amount equal to the product of (i) the Floating
Allocation Percentage for each such Deposit Date and (ii) Non-Principal
Collections received by the Servicer on each such Deposit Date.
"LIBOR" shall mean, with respect to any Interest Period,
the offered rates for deposits in United States dollars having a maturity of
one month (the "Index Maturity") commencing on the related Adjustment Date
which appears on Telerate Page 3750 as of 11:00
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A.M., London time, on such date of calculation. If such rate does not appear
on Telerate Page 3750, LIBOR with respect to such Interest Period will be
determined at approximately 11:00 A.M., London time, on such Adjustment Date 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 Calculation
Agent) to prime banks in the London interbank market for a period equal to the
Index Maturity and in a principal amount equal to an amount of not less than
U.S. $1,000,000 and that is representative for a single transaction in such
market at such time. The Calculation Agent 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, LIBOR will be the arithmetic mean (rounded
upwards or downwards, as the case may be, to the nearest whole multiple of
0.0625% per annum; provided, however, that any amount falling in the middle
shall be rounded up to the nearest whole multiple of 0.0625%) of such
quotations. If fewer than two quotations are provided, LIBOR with respect to
such Interest Period will be the arithmetic mean (rounded upwards or downwards
as aforesaid) of the rates quoted at approximately 11:00 A.M., New York City
time, on such Adjustment Date by three major banks in New York, New York
selected by the Calculation Agent for loans in United States dollars to leading
European banks having the Index Maturity and in a principal amount equal to an
amount of not less than U.S. $1,000,000 and that is representative for a
single transaction in such market at such time; provided, however, that if the
banks selected as aforesaid are not quoting as mentioned in this sentence,
LIBOR in effect for the applicable period will be LIBOR in effect for the
previous period.
"London Business Day" shall mean any day on which dealings
in deposits in United States dollars are transacted in the London interbank
market.
"Manufacturer Overconcentrations," on any Distribution Date
means the excess of (x) the aggregate amount of Eligible Receivables created in
connection with the financing of products manufactured by any single
manufacturing entity (other than the Designated Manufacturer described in the
definition of "Designated Manufacturer Overconcentrations"), which Eligible
Receivables are included in the Pool on the last day of the Collection Period
immediately preceding such Distribution Date over (y) 15% of the Pool Balance
on the last day of such immediately preceding Collection Period; provided, that
the percentage specified in clause (y) may be adjusted from time to time
without the consent of the Certificateholders and no such adjustment shall be
deemed an amendment of the terms hereof, but shall be an adjustment in
accordance with the terms hereof if, prior to each adjustment, the Rating
Agency Condition is satisfied for such adjustment.
"Monthly Interest" shall mean with respect to any
Distribution Date, the sum of Class A Monthly Interest and Class B Monthly
Interest.
"Monthly Payment Rate" shall mean, for any Collection
Period, the percentage obtained by dividing the aggregate Principal Collections
for such Collection Period by the average daily Pool Balance for such
Collection Period.
"Monthly Principal" shall mean, with respect to any
Distribution Date, the amount specified in Section 4.03 hereof.
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"Monthly Servicing Fee" shall have the meaning specified in
Section 3.01 hereof.
"Net Receivables Rate" shall mean, for any Adjustment Date,
(a) the weighted average interest rates borne by the Receivables included in
the Pool for the preceding Collection Period minus (b) 2%, if BCI is the
Servicer or, if BCI is not the Servicer, 3%.
"Net Servicing Fee" shall have the meaning specified in
Section 3.01 hereof.
"Net Servicing Fee Rate" shall mean 1%, if BCI is the
Servicer, 2%, if BCI is not the Servicer, or for any Distribution Date in
respect of which the Monthly Servicing Fee has been waived, 0%.
"Notice Not to Extend" shall have the meaning specified in
Section 4.12 hereof.
"Obligor Overconcentrations" shall mean, on any
Distribution Date and with respect to any Account, the excess of (a) the
aggregate principal amount of Eligible Receivables in such Account on the last
day of the Collection Period immediately preceding such Distribution Date over
(b) 2% of the Pool Balance with respect to Specified Obligors and 1.5% of the
Pool Balance with respect to all other Obligors, in each case such
concentrations calculated with respect to the Pool Balance on the last day of
such immediately preceding Collection Period. As used in this definition,
"Specified Obligors" shall mean any Obligor with respect to one of the six
largest Accounts in the Trust calculated on the basis of the amount of
Principal Receivables in such Account. The percentages specified in this
definition and the manner of determining the Specified Obligors may be adjusted
from time to time without the consent of the Certificateholders and no such
adjustment shall be deemed an amendment of the terms hereof, but shall be an
adjustment in accordance with the terms hereof if, prior to each adjustment,
the Rating Agency Condition is satisfied for such adjustment.
"Overconcentration Amount," on any Distribution Date, shall
mean the sum of (without duplication) the Obligor Overconcentrations, the
Manufacturer Overconcentrations, the Designated Manufacturer Overconcentrations
and the Industry Overconcentrations for such Distribution Date.
"Pool Factor" shall mean, with respect to any Distribution
Date, a number carried out to eleven decimals representing the ratio of the
Invested Amount as of such Distribution Date (determined after taking into
account any increases or decreases in the Invested Amount which will occur on
such Distribution Date) to the Adjusted Invested Amount.
"Pre-Allocated Invested Amount" prior to and including the
Series 1994-1 Final Payment Date, shall mean the sum of $251,000,000 plus the
aggregate amount of all principal payments made with respect to the Series
1994-1 Certificates since the Closing Date, and, after the Series 1994-1 Final
Payment Date, shall mean zero.
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"Principal Allocation Percentage," prior to and including
the Series 1994-1 Final Payment Date, shall mean, with respect to any
Collection Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Invested Amount as of
the last day of the Revolving Period minus the Pre-Allocated Invested Amount
and the denominator of which is the Pool Balance as of the last day of the
immediately preceding Collection Period.
"Principal Allocation Percentage," after the Series 1994-1
Final Payment Date, shall mean, with respect to any date, the percentage
equivalent (which percentage shall never exceed 100%) of a fraction, the
numerator of which is the Invested Amount as of the last day of the Revolving
Period and the denominator is the Pool Balance as of the close of business the
day immediately preceding the day of calculation.
"Reassignment Amount" shall mean, with respect to any
Distribution Date, after giving effect to any deposits and distributions
otherwise to be made on such Distribution Date, the sum of (i) the principal
balance of the Certificates on such Distribution Date, (ii) accrued and unpaid
interest on the unpaid principal balances of the Certificates (calculated on
the basis of the outstanding principal balance of the Class A Certificates and
Class B Certificates at the Class A Certificate Rate and Class B Certificate
Rate, respectively, through the day preceding such Distribution Date), (iii)
the amount of Additional Interest, if any, for such Distribution Date and any
Additional Interest previously due but not distributed on the Certificates on a
prior Distribution Date, and (iv) the Class A Carry-Over Amount and Class B
Carry-Over Amount, if any, for such Distribution Date and any Class A
Carry-Over Amount and Class B Carry-Over Amount previously due but not
distributed on the Certificates on a prior Distribution Date.
"Required Investor Percentage" shall mean, with respect to
the Certificates, 104%; provided, however, that the Depositor may adjust the
Required Investor Percentage without the consent of the Certificateholders and
such adjustment shall not be deemed an amendment of the terms hereof, but shall
be an adjustment in accordance with the terms hereof if, prior to each
adjustment, the Rating Agency Condition is satisfied.
"Required Subordinated Amount" shall mean, as of any date
of determination, the sum of (a) the product of (i) the Subordinated Percentage
and (ii) the Invested Amount on such date and (b) the Incremental Subordinated
Amount for the immediately preceding Distribution Date or, if such date of
determination is a Distribution Date, for such date; provided, however, that
for any date prior to the end of the Revolving Period, the Required
Subordinated Amount shall in no event be less than an amount equal to the sum
of (x) 3.75% of the Initial Principal Amount of the Certificates and (y) the
Incremental Subordinated Amount for the immediately preceding Distribution Date
or, if such date of determination is a Distribution Date, for such date;
provided further, that upon the commencement of the Initial Amortization Period
or the Amortization Period or if an Early Amortization Event occurs, the
Required Subordinated Amount for each date of determination thereafter shall
equal the Required Subordinated Amount as of the close of business on the day
preceding the first day of the Initial Amortization Period or the Amortization
Period or the day
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on which such Early Amortization Event occurs. On the Closing Date, the
Required Subordinated Amount shall be $35,451,117.98.
"Required Subordination Draw Amount" shall have the meaning
specified in Section 4.05 hereof.
"Reserve Fund" shall have the meaning specified in Section
4.04(a)(i) hereof.
"Reserve Fund Deposit Amount" shall mean, with respect to
any Distribution Date, the amount, if any, by which (i) the Reserve Fund
Required Amount for such Distribution Date exceeds (ii) the amount of funds on
deposit in the Reserve Fund after giving effect to any withdrawals therefrom on
such Distribution Date.
"Reserve Fund Required Amount" shall mean, with respect to
any Distribution Date, an amount equal to the product of (a) 0.50% and (b) the
outstanding principal balance of the Certificates for such Distribution Date
(after giving effect to any reduction thereof on such Distribution Date).
"Retained Percentage," prior to and including the Series
1994-1 Final Payment Date, for any Collection Period shall mean (i) with
respect to Non-Principal Collections, 100% minus the sum of (a) the aggregate
of the floating allocation percentages for each outstanding Series of
Certificates and (b) the Variable Funding Percentage for such Collection Period
and (ii) with respect to Principal Collections, 100% minus the sum of (a) the
aggregate of the floating allocation percentages for each outstanding Series of
Certificates in their revolving periods, (b) the aggregate of the principal
allocation percentages for all Series that are not in their revolving periods
and (c) the Variable Funding Percentage for such Collection Period, but in any
case the Retained Percentage shall not be less than 0%, and, after the Series
1994-1 Final Payment Date, Retained Percentage shall have the meaning assigned
in the Agreement.
"Revolving Period" shall mean the period beginning at the
opening of business on the Series Cut-Off Date and ending on the earliest of
(a) the last day of the Collection Period ending on September 30, 2001, (b) the
day on which the Trustee mails notice to the Certificateholders that BCI has
elected not to extend the Initial Principal Payment Date, and (c) the close of
business on the Business Day immediately preceding the day on which an Early
Amortization Period commences; provided, however, that if any Early
Amortization Period ends as described in clause (c) of the definition thereof,
the Revolving Period will recommence as of the close of business on the day
such Early Amortization Period ends.
"Series Cut-Off Date" shall mean January 1, 1997.
"Series Issuance Date" shall mean, for Series 1997-1, the
Closing Date.
"Series 1994-1 Final Payment Date" shall mean the date on
which the full amount of the principal amount of the Series 1994- 1
Certificates and all interest accrued
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thereon has been paid in full and the Series 1994-1 Certificates have been
fully discharged and have no further interest in the Trust.
"Series 1997-1 Accounts" shall have the meaning specified
in Section 4.04(c)(i) hereof.
"Series 1997-1 Available Retained Collections" shall mean,
with respect to any Deposit Date, an amount equal to the product of (a) the
Available Retained Collections for such Deposit Date and (b) a fraction, the
numerator of which is the Available Subordinated Amount and the denominator of
which is the Pool Available Subordinated Amount, in each case on such Deposit
Date.
"Series 1997-1 Excess Principal Collections" shall mean
that portion of Excess Principal Collections allocated to Series 1997-1
pursuant to Section 4.10 hereof.
"Series 1997-1 Investor Allocation Percentage" for any
Collection Period shall mean the percentage derived from the fraction the
numerator of which is the Invested Amount as of the last Business Day preceding
such Collection Period and the denominator of which is the Pool Invested Amount
on the last Business Day preceding such Collection Period.
"Series 1997-1 Principal Shortfall" shall have the meaning
specified in Section 4.10 hereof.
"Series 1997-1 Required Balance," prior to and including
the Series 1994-1 Final Payment Date, shall mean, for any Distribution Date,
the sum of (i) (x) the Required Investor Percentage multiplied by the Adjusted
Invested Amount immediately prior to such date minus (y) the Pre-Allocated
Invested Amount and (ii) the Available Subordinated Amount for the immediately
preceding Distribution Date.
"Series 1997-1 Required Balance," after the Series 1994-1
Final Payment Date, shall mean, as of any date of determination, the sum of (i)
the Required Investor Percentage multiplied by the Adjusted Invested Amount as
of the close of business on the immediately preceding day and (ii) the
Available Subordinated Amount as of the close of business on such immediately
preceding day.
"Series 1997-1 Termination Date" shall mean the April 2004
Distribution Date.
"Servicing Fee Rate" shall mean, with respect to the
Certificates, 2% or, for any Distribution Date in respect of which the Monthly
Servicing Fee has been waived, 0%.
"Subordinated Percentage" shall equal the percentage
equivalent of a fraction, the numerator of which is 5.5% and the denominator
will be the excess of 100% over 5.5%.
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"Telerate Page 3750" shall mean the display page currently
so designated on the Dow Xxxxx Telerate Service (or such other page as may
replace that page on that service for the purpose of displaying comparable
rates or prices).
"Termination Proceeds" shall mean any Termination Proceeds
arising out of a sale of Receivables (or interests therein) pursuant to Section
12.02(c) of the Agreement with respect to Series 1997-1.
"Variable Funding Percentage," prior to and including the
Series 1994-1 Final Payment Date, shall mean for any Collection Period, a
percentage (which percentage shall never be less than 0% nor more than 100%)
equal to the Variable Funding Amount as of the last day of the immediately
preceding Collection Period divided by the Pool Balance as of such last day (or
as of the Series Cut-Off Date with respect to the first Collection Period);
provided, however, that for purposes of allocating Principal Collections
following the occurrence of a Liquidation Event, the Variable Funding
Percentage will be calculated on the basis of the Variable Funding Amount as of
the last day immediately preceding the date of such Liquidation Event; and
provided further, that following a Liquidation Event, the relative interest of
the Variable Funding Certificate in further allocations of Non-Principal
Collections will not be less than the relative interest thereof as of the
Liquidation Event, and, after the Series 1994-1 Final Payment Date, Variable
Funding Percentage shall have the meaning assigned in the Agreement.
SECTION 2.02. Interpretive Provisions.
(a) Notwithstanding anything to the contrary in this
Series Supplement or the Agreement, the term "Rating Agency" shall mean,
whenever used in this Series Supplement or the Agreement with respect to the
Certificates, Standard & Poor's and Xxxxx'x. As used in this Series Supplement
and in the Agreement with respect to the Certificates, "highest investment
category" shall mean (i) in the case of Standard & Poor's, AAA and A-1+, as
applicable, and (ii) in the case of Xxxxx'x, Aaa and P-1, as applicable.
(b) All capitalized terms used herein and not otherwise
defined herein have the meanings ascribed to them in the Agreement. The
definitions in Section 2.01 of this Series Supplement are applicable to the
singular as well as the plural forms of such terms and to the masculine as well
as to the feminine and neuter genders of such terms.
(c) For purposes of calculating the Required Pool Balance
under the Agreement, (I) the amount for Series 1997-1 to be used in clause (i)
of the definition of Required Pool Balance contained in Section 1.01 of the
Agreement shall be calculated as follows: (A) the product of (x) the Required
Investor Percentage and (y) the Adjusted Invested Amount minus (B) the
Pre-Allocated Invested Amount and (II) the amount for Series 1997-1 to be used
in clause (iii) of the definition of Required Pool Balance in Section 1.01 of
the Agreement shall be calculated as the amount equal to the positive
difference, if any, between the amount on deposit in the Reserve Fund and the
Reserve Fund Required Amount.
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(d) The words "hereof," "herein" and "hereunder" and words
of similar import when used in this Series Supplement shall refer to this
Series Supplement as a whole and not to any particular provision of this Series
Supplement; references to any Article, Section or Exhibit are references to
Articles, Sections and Exhibits in or to this Series Supplement unless
otherwise specified; and the term "including" means "including without
limitation."
SECTION 2.03. Transitional Provisions Relating to Series
1994-1 Final Payment Date. Whenever in this Series Supplement calculations are
required to be made for a Collection Period during which the Series 1994-1
Final Payment Date occurred, allocations with respect to Collections received
from the first day of such Collection Period through the Series 1994-1 Final
Payment Date shall be deemed to have been deposited and the Deposit Date with
respect thereto shall be the first Business Day following the Series 1994-1
Final Payment Date.
ARTICLE III
Servicing Fee
SECTION 3.01. Servicing Compensation. The monthly
servicing fee hereunder shall be payable to the Servicer, in arrears, on each
Distribution Date in respect of any Collection Period (or portion thereof)
occurring prior to the earlier of the Series 1997-1 Termination Date and the
first Distribution Date on which the Invested Amount is zero. An amount equal
to one-twelfth of the product of (a) the Servicing Fee Rate and (b) the
Invested Amount as of the last day of the Collection Period second preceding
such Distribution Date (the "Monthly Servicing Fee") shall be paid on behalf of
the Certificateholders pursuant to Sections 4.06(a)(iii) and (vi); provided,
however, that with respect to the first Distribution Date, the Monthly
Servicing Fee shall be equal to $213,562.50. A portion of the Monthly
Servicing Fee (the "Net Servicing Fee") will be payable in the priority set
forth in Section 4.06(a) and, on each such Distribution Date shall be an amount
equal to one-twelfth of the product of (a) the Net Servicing Fee Rate and (b)
the Invested Amount as of the last day of the Collection Period second
preceding such Distribution Date; provided, however, that with respect to the
first Distribution Date the Net Servicing Fee shall be $106,781.25. The
remaining portion of the Servicing Fee not allocable to the Certificates shall
be paid by the Holder of the BCRC Certificate, the Holder(s) of any
Supplemental Certificates(s), the Holder of the Variable Funding Certificate
and the Holders of other outstanding Series of Investor Certificates, and in no
event shall the Trust, the Trustee or the Holders of the Certificates be liable
for any such remaining portion. The Monthly Servicing Fee shall be payable to
the Servicer solely to the extent amounts are available for distribution in
accordance with the terms of this Series Supplement.
The Servicer will be permitted, in its sole discretion, to
waive the Monthly Servicing Fee for any Distribution Date by written notice
given to the Trustee at least two Business Days prior to such Distribution
Date; provided, however, that the Servicer believes that sufficient
Non-Principal Collections will be available on any future Distribution Date to
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pay the Monthly Servicing Fee relating to the amount thereof so waived. If the
Servicer so waives the Monthly Servicing Fee for any Distribution Date, the
Monthly Servicing Fee (including the Net Servicing Fee) for such Distribution
Date shall be deemed to be zero for all purposes of this Series Supplement and
the Agreement; and provided further, that such Monthly Servicing Fee shall be
paid on a future Distribution Date solely to the extent amounts are available
therefor pursuant to Section 4.09(b) hereof.
ARTICLE IV
Rights of Certificateholders and
Allocation and Application of Collections
SECTION 4.01A. Allocations; Payments to Holder(s) of the
BCRC Certificate and any Supplemental Certificate(s). The provisions of this
Section 4.01A shall apply only prior to and including the Series 1994-1 Final
Payment Date.
(a) Except as otherwise provided by the terms of the
Agreement, the Servicer, as promptly as possible following receipt, but in no
event later than two (2) Business Days following such receipt, shall deposit
all Collections (which may be deposited net of the sum of (i) the Variable
Funding Percentage of such Collections and (ii) the Excess Retained Percentage
of such Collections) into the Collection Account; provided, however, that if
Collections are not deposited net of the foregoing amounts, the withdrawals to
be made from the Collection Account pursuant to this Article IV do not apply to
funds on deposit in the Collection Account with respect to such net amounts.
Except as otherwise provided in Article VII or Article VIII hereof, Non-
Principal Collections and Principal Collections, Miscellaneous Payments and
Defaulted Amounts, as they relate to the Certificates, shall be allocated and
distributed as set forth in this Article IV.
(b) On each Deposit Date with respect to any Collection
Period, the Servicer may instruct the Trustee in writing to withdraw from the
Collection Account (or, to the extent not required to be deposited therein
pursuant to Section 4.03 of the Agreement, to otherwise make available) and pay
to the Holder(s) of the BCRC Certificate and any Supplemental Certificate(s),
pro rata in accordance with the respective percentage interests thereof, an
amount equal to (i) the Excess Retained Percentage of all Collections deposited
in the Collection Account for such Deposit Date plus (ii) the Available
Retained Collections deposited in the Collection Account for such Deposit Date,
if the Pool Balance (determined after giving effect to any Principal
Receivables transferred to the Trust on any such Deposit Date) exceeds the
Required Pool Balance for the immediately preceding Distribution Date (after
giving effect to the allocations, distributions, withdrawals and deposits to be
made on the Distribution Date immediately following such Determination Date);
provided, however, that Available Retained Collections shall be paid to the
Holder(s) of the BCRC Certificate and any Supplemental Certificate(s) with
respect to any Collection Period only after an amount equal to the sum of (x)
the Deficiency Amount, if any, relating to the immediately preceding
Distribution Date and (y) the excess, if any, of the Reserve Fund Required
Amount over the
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amount in the Reserve Fund on the immediately preceding Distribution Date
(after giving effect to the allocations of, distributions from, and deposits
in, the Reserve Fund on the following Distribution Date), has been deposited in
the Collection Account from such Available Retained Collections.
The withdrawals to be made from the Collection Account
pursuant to this Section 4.01A(b) do not apply to deposits into the Collection
Account that do not represent Collections, including Miscellaneous Payments,
payment of the purchase price for the Certificates pursuant to Section 2.03 of
the Agreement, payment of the purchase price for the Certificates pursuant to
Section 7.01 hereof and proceeds from the sale, disposition or liquidation of
Receivables pursuant to Section 9.02 or Section 12.02 of the Agreement.
(c) The Servicer shall, no later than four (4) Business
Days prior to each Distribution Date, instruct the Trustee in writing to
withdraw from the Collection Account and deposit into the Reserve Fund on such
Distribution Date, with respect to the Revolving Period, the Available Retained
Collections on deposit in the Collection Account, up to the amount of the
excess, if any, determined pursuant to Section 4.01A(b)(y) hereof.
SECTION 4.01B. Collections and Allocations for Series
1997-1. The provisions of this Section 4.01B shall apply only after the Series
1994-1 Final Payment Date.
(a) Allocations of Non-Principal Collections and Series
1997-1 Available Retained Collections. The Servicer shall, on or prior to the
close of business on each Deposit Date, allocate the following amounts as set
forth below:
(i) During the Revolving Period, the Amortization Period
and any Initial Amortization Period, the Servicer shall allocate to
Series 1997-1 an amount equal to the sum of (1) the product of (x) the
Floating Allocation Percentage for such Deposit Date and (y) the
aggregate amount of Non-Principal Collections on such Deposit Date and
(2) the Series 1997-1 Available Retained Collections for such Deposit
Date (such amount for any Deposit Date, the "Daily Allocation"), and
of that allocation, deposit and retain in the Collection Account an
amount not less than the lesser of (I) the Daily Allocation on such
Deposit Date and (II) the difference between (q) the sum of (1)
Monthly Interest, any Class A Carry-Over Amount and any Class B
Carry-Over Amount for the related Distribution (provided that prior to
the Adjustment Date, the Servicer shall calculate such Monthly
Interest in good faith assuming that the Class A Certificate Rate and
the Class B Certificate Rate for the Interest Period commencing during
such Collection Period are the same as the corresponding rates for the
Interest Period ending during such Collection Period), (2) if BCI is
not the Servicer, the Monthly Servicing Fee for the current Collection
Period, (3) the sum for each day through such Deposit Date of the
Floating Allocation Percentage of the Defaulted Amount, and (4) the
Reserve Fund Deposit Amount, if any, for the immediately preceding
Distribution Date (after giving effect to any withdrawals from or
deposits to the Reserve Fund on such Deposit Date and (r) the amounts
previously deposited in the Collection Account for the current
Collection Period pursuant to this Section
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4.01B(a)(i) and the remainder of such Daily Allocation shall be
retained by the Servicer for allocation pursuant to Sections 4.01B(c),
4.06(a) and 4.07 hereof.
(ii) During the Amortization Period, allocate to Series
1997-1 and deposit and retain in the Collection Account an amount
equal to the Daily Allocation for such Deposit Date.
(b) Allocations of Principal Collections. The Servicer
shall, on or prior to the close of business on each Deposit Date, allocate the
following amounts, as set forth below:
(i) During the Revolving Period, allocate to Series
1997-1 an amount equal to the product of (x) the Floating Allocation
Percentage for such Deposit Date and (y) the aggregate amount of
Principal Collections on such Deposit Date (such product for any
Deposit Date, the "Daily Principal Allocation"), which amount shall be
retained by the Servicer for application in accordance with Section
4.06(b); provided, however, that the Daily Principal Allocation for
any Deposit Date shall be retained by the Servicer only if the Pool
Balance for the immediately preceding Business Day (determined after
giving effect to any Principal Receivables transferred to
the Trust through the close of business on such Business Day) exceeds
the Required Pool Balance for such Business Day (calculated before
giving effect to any deposits to the Excess Funding Account and any
excess funding account for any other Series in their revolving period
or, if applicable, their amortization period through the close of
business on such Business Day) and otherwise shall be deposited in the
Excess Funding Account in an amount up to the Excess Funded Amount
for such Deposit Date minus the amount then on deposit in the Excess
Funding Account and the remainder shall be retained by the Servicer for
application in accordance with Section 4.06(b) hereof.
(ii) During the Amortization Period, allocate to Series
1997-1 and deposit and retain in the Collection Account an amount
equal to the Daily Principal Allocation (which, during the
Amortization Period, shall be an amount equal to the product of (x)
the Principal Allocation Percentage for such Deposit Date and (y) the
aggregate amount of Principal Collections on such Deposit Date);
provided, however, that if the sum of the Daily Principal Allocations
for the same Collection Period exceeds the Class A Controlled
Distribution Amount for the related Class A Amortization Date plus,
for the Collection Period immediately preceding the Class B Expected
Payment Date, the outstanding principal balance of the Class B
Certificates, then such excess shall not be deposited in the
Collection Account but shall be retained by the Servicer for
application in accordance with Section 4.06(d) hereof; provided
further, however, that such excess for any Deposit Date shall be
retained by the Servicer only if the Pool Balance for the immediately
preceding Business Day (determined after giving effect to any
Principal Receivables transferred to the Trust through the close of
business on such Business Day) exceeds the Required Pool Balance for
such Business Day (calculated before giving effect to any deposits to
the Excess Funding Account and any excess funding account for any
other Series in their revolving period or, if applicable, their
amortization period through the close of business on such Business
Day) and otherwise shall be deposited in the Excess Funding Account in
an amount up to the Excess
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Funded Amount for such Deposit Date minus the amount then on deposit
in the Excess Funding Account and the remainder shall be retained by
the Servicer for application in accordance with Section 4.06(c)
hereof.
(iii) During any Initial Amortization Period or Early
Amortization Period, allocate to Series 1997-1 and deposit and
retain in the Collection Account an amount equal to the Daily
Principal Allocation (which, during any Initial Amortization Period or
Early Amortization Period shall be an amount equal to the product of
(x) the Principal Allocation Percentage for such Deposit Date and (y)
the aggregate amount of Principal Collections on such Deposit Date);
provided, however, that after the date on which an amount of such
Daily Principal Allocations equal to the outstanding principal balance
of the Class A Certificates and the Class B Certificates has been
deposited into the Collection Account and allocated to Series 1997-1,
the amount determined in accordance with this subparagraph (iii) in
excess thereof shall be retained by the Servicer for application in
accordance with Section 4.06(c) hereof.
(c) On the second Business Day preceding each
Distribution Date with respect to the Revolving Period, the Initial
Amortization Period or the Amortization Period, the Servicer shall deposit in
the Collection Account an amount equal to the sum of (1) the excess, if any, of
any Daily Allocation (or portion thereof) consisting of the Floating Allocation
Percentage of Non-Principal Collections retained by the Servicer and not
deposited in the Collection Account during the related Collection Period over
the amounts required to be distributed on the related Distribution Date
pursuant to clauses (i) through (viii) of Section 4.06(a), provided that if BCI
is the Servicer, BCI may make such deposit net of the Monthly Servicing Fee and
(2) the excess, if any, of any Daily Allocation (or portion thereof) consisting
of the sum of the Series 1997-1 Available Retained Collections for the related
Collection Period retained by the Servicer and not deposited in the Collection
Account over the amounts required to be distributed on the related Distribution
Date out of Series 1997-1 Available Retained Collections pursuant to Section
4.07.
The withdrawals to be made from the Collection Account
pursuant to this Section 4.01B do not apply to deposits into the Collection
Account that do not represent Collections,including Miscellaneous Payments,
payment of the purchase price for the Certificates pursuant to Section 2.03 of
the Agreement, payment of the purchase price for the Certificates pursuant to
Section 7.01 hereof and proceeds from the sale, disposition or liquidation of
Receivables pursuant to Section 9.02 or 12.02 of the Agreement.
SECTION 4.02. Monthly Interest.
(a) The amount of monthly interest with respect to the
Class A Certificates ("Class A Monthly Interest") on any Distribution Date shall
be an amount equal to (x) the actual number of days elapsed in the related
Interest Period divided by 360 days, multiplied by (y) the product of (i) the
Class A Certificate Rate and (ii) the outstanding principal balance of the
Class A Certificates as of the close of business on the preceding Distribution
Date (after
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giving effect to all repayments of principal allocated to the Class A
Certificates on such preceding Distribution Date, if any); provided, however,
with respect to the first Distribution Date, Class A Monthly Interest shall be
equal to $1,605,500.
Two Business Days prior to each Distribution Date, the
Servicer shall determine and notify the Trustee in the Distribution Date
Statement of the excess, if any, of (x) the sum of Class A Monthly Interest for
the Interest Period applicable to such Distribution Date plus the amount, if
any, of the Class A Interest Shortfall which was due but not paid on the prior
Distribution Date over (y) the amount which will be available to be distributed
with respect to the Class A Certificates on such Distribution Date in respect
thereof pursuant to this Series Supplement (such excess, the "Class A Interest
Shortfall"). If, on any Distribution Date, the Class A Interest Shortfall is
greater than zero, then an additional amount ("Class A Additional Interest")
equal to (x) the actual number of days in the Interest Period commencing on
such Distribution Date divided by 360 days multiplied by (y) the product of (i)
the Class A Certificate Rate for such Interest Period and (ii) such Class A
Interest Shortfall shall be payable as provided herein with respect to the
Class A Certificates on the Distribution Date following such Distribution Date.
Notwithstanding anything to the contrary herein, Class A Additional Interest
shall be distributed with respect to the Class A Certificates only to the
extent permitted by applicable law.
(b) The amount of monthly interest with respect to the
Class B Certificates ("Class B Monthly Interest") on any Distribution Date
shall be an amount equal to (x) the actual number of days elapsed in the
related Interest Period divided by 360 days multiplied by (y) the product of
(i) the Class B Certificate Rate and (ii) the outstanding principal balance of
the Class B Certificates as of the close of business on the preceding
Distribution Date (after giving effect to all repayments of principal allocated
to the Class B Certificates on such preceding Distribution Date, if any);
provided, however, with respect to the first Distribution Date, Class B Monthly
Interest shall be equal to $112,986.93.
Two Business Days prior to each Distribution Date, the
Servicer shall determine and notify the Trustee in the Distribution Date
Statement of the excess, if any, of (x) the sum of the Class B Monthly Interest
for the Interest Period applicable to such Distribution Date plus the amount,
if any, of the Class B Interest Shortfall which was due but not paid on the
prior Distribution Date over (y) the amount which will be available to be
distributed with respect to the Class B Certificates on such Distribution Date
in respect thereof pursuant to this Series Supplement (such excess, the "Class
B Interest Shortfall"). If, on any Distribution Date, the Class B Interest
Shortfall is greater than zero, then an additional amount ("Class B Additional
Interest") equal to (x) the actual number of days in the Interest Period
commencing on such Distribution Date divided by 360 days multiplied by (y) the
product of (i) the Class B Certificate Rate for such Interest Period and (ii)
such Class B Interest Shortfall shall be payable as provided herein with
respect to the Class B Certificates on the Distribution Date following such
Distribution Date. Notwithstanding anything to the contrary herein, Class B
Additional Interest shall be distributed only to the extent permitted by
applicable law.
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(c) Any and all determinations made by the Servicer
pursuant to this Section 4.02 shall be communicated in writing and delivered to
the Trustee no later than the Business Day preceding the relevant Distribution
Date.
SECTION 4.03. Determination of Monthly Principal. The
amount of Monthly Principal distributable with respect to the Certificates on
each Distribution Date with respect to an Early Amortization Period or an
Initial Amortization Period shall be equal to the Available Investor Principal
Collections with respect to such Distribution Date; provided, however, that
Monthly Principal shall in no event exceed the outstanding principal balance of
the applicable Class of Certificates. The amount of Monthly Principal
distributable with respect to the Certificates on each Distribution Date with
respect to the Amortization Period shall be equal to the Available Investor
Principal Collections with respect to such Distribution Date; provided,
however, that Monthly Principal distributable to the Holders of the Class A
Certificates on any Class A Amortization Date shall in no event exceed the
Class A Controlled Distribution Amount; and provided further, that Monthly
Principal distributable to the Holders of the Class A Certificates and the
Class B Certificates shall in no event exceed in the aggregate the outstanding
principal balances of the Class A Certificates and the Class B Certificates,
respectively.
SECTION 4.04. Establishment of Reserve Fund and Excess
Funding Account.
(a)(i) The Servicer, for the benefit of the
Certificateholders, shall cause the Trustee to establish and maintain
with an Eligible Institution, to be held on behalf of the Trust, an
Eligible Deposit Account (the "Reserve Fund") which shall be
identified as the "Reserve Fund for the Bombardier Receivables Master
Trust, Series 1997-1" and shall bear a designation clearly indicating
that the funds deposited therein are held for the benefit of the
Certificateholders.
(ii) At the written direction of the Servicer, funds on
deposit in the Reserve Fund shall be invested by the Trustee in
Eligible Investments selected by the Servicer that will mature so that
such funds will be available at the close of business on or before the
Business Day next preceding the following Distribution Date. All
Eligible Investments shall be held in the Reserve Fund for the benefit
of the Certificateholders. On each Distribution Date, all interest
and other investment earnings (net of losses and investment expenses)
on funds on deposit in the Reserve Fund received prior to such
Distribution Date shall be applied as set forth in Section 4.06(a)
hereof. Funds deposited in the Reserve Fund on a Business Day (which
immediately precedes a Distribution Date) upon the maturity of any
Eligible Investments are not required to be invested overnight.
(b)(i) The Servicer, for the benefit of the
Certificateholders, shall establish and maintain in the name of the
Trustee with an Eligible Institution, on behalf of the Trust, an
Eligible Deposit Account (the "Excess Funding Account"), which shall
be identified as the "Excess Funding Account for Bombardier
Receivables Master Trust,
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Series 1997-1" and shall bear a designation clearly indicating that
the funds deposited therein are held for the benefit of the
Certificateholders.
(ii) At the written direction of the Servicer, funds on
deposit in the Excess Funding Account shall be invested by the Trustee
in Eligible Investments selected by the Servicer. All such Eligible
Investments shall be held by the Trustee for the benefit of the
Certificateholders. On each Distribution Date, all interest and other
investment earnings (net of losses and investment expenses) of funds
on deposit in the Excess Funding Account shall be applied as set forth
in Section 4.06(a) hereof.
(c)(i) The Trustee shall possess all right, title and
interest in and to all funds on deposit from time to time in, and all
Eligible Investments credited to, the Reserve Fund and the Excess
Funding Account (collectively the "Series 1997-1 Accounts") and in all
proceeds thereof. The Trustee shall possess all right, title and
interest in and to all funds on deposit from time to time in, and all
Eligible Investments credited to, the Series 1997-1 Accounts and in
all proceeds thereof. The Series 1997-1 Accounts shall be under the
sole dominion and control of the Trustee for the benefit of the
Certificateholders. If, at any time, any of the Series 1997- 1
Accounts ceases to be an Eligible Deposit Account, the Trustee (or the
Servicer on its behalf) shall within ten (10) Business Days (or such
longer period, not to exceed thirty (30) calendar days, as to which
each Rating Agency may consent) establish a new Series 1997-1 Account
meeting the conditions specified in subsection (a)(i) or (b)(i), as
applicable, as an Eligible Deposit Account and shall transfer any cash
and/or any investments to such new Series 1997-1 Account. Neither the
Depositor, the Servicer nor any person or entity claiming by, through
or under the Depositor, the Servicer or any such person or entity
shall have any right, title or interest in, or any right to withdraw
any amount from, any Series 1997-1 Account, except as expressly
provided herein. Schedule I hereto, which is hereby incorporated into
and made part of this Series Supplement, identifies each Series 1997-1
Account by setting forth the Eligible Institution with which the
Series 1997-1 Account is established, the account number of each such
account and the account designation of each such account. If a
substitute Series 1997-1 Account is established pursuant to this
Section 4.04, the Servicer shall provide to the Trustee an amended
Schedule I, setting forth the relevant information for such substitute
Series 1997-1 Account.
(ii) Pursuant to the authority granted to the Servicer in
Section 3.01(a) of the Agreement, the Servicer shall have the power,
revocable by the Trustee, to make withdrawals and payments or to
instruct the Trustee to take withdrawals and payments from the Series
1997-1 Accounts for the purposes of carrying out the Servicer's or
Trustee's duties hereunder.
SECTION 4.05. Deficiency Amount. With respect to each
Distribution Date, on the related Determination Date, the Servicer shall
determine the amount (the "Deficiency Amount"), if any, by which:
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(a) the sum of:
(i) Monthly Interest for such Distribution Date,
(ii) any Monthly Interest previously due but not
distributed with respect to the Certificates on a prior Distribution
Date,
(iii) Additional Interest, if any, for such Distribution
Date and any Additional Interest previously due (to the extent
permitted under applicable law) but not distributed on the
Certificates on a prior Distribution Date,
(iv) the Net Servicing Fee for such Distribution Date,
(v) the Investor Default Amount, if any, for such
Distribution Date, and
(vi) the Series 1997-1 Investor Allocation Percentage of
the amount of any Adjustment Payment required to be deposited in the
Collection Account pursuant to Section 3.09(a) of the Agreement with
respect to the related Collection Period that has not been so
deposited as of such Determination Date,
exceeds, (b) the sum of:
(i) Investor Non-Principal Collections plus any Investment
Proceeds with respect to such Distribution Date, and
(ii) the amount of funds in the Reserve Fund which are
available pursuant to Section 4.07(a) hereof to cover any portion of
the amount, if any, by which the amount of clause (a) exceeds the
amount of clause (b)(i).
The "Required Subordination Draw Amount" shall be the lesser of (x) the
Deficiency Amount and (y) the Available Subordinated Amount on the related
Determination Date.
SECTION 4.06. Application of Investor Non-Principal
Collections, Investment Proceeds and Available Investor Principal Collections.
The Servicer shall cause the Trustee to make the following distributions on
each Distribution Date based on the information contained in the Distribution
Date Statement.
(a) On each Distribution Date, an amount equal to the sum
of Investor Non-Principal Collections and any Investment Proceeds with respect
to such Distribution Date shall be distributed in the following priority:
(i) first, an amount equal to Class A Monthly
Interest for such Distribution Date, plus the amount
of any Class A Monthly Interest previously due but
not distributed to the Class A Certificateholders on
a prior Distribution Date, plus, but only to the
extent permitted under applicable law, the amount of
any Class A Additional
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Interest for such Distribution Date and any Class A
Additional Interest previously due but not distributed
to the Class A Certificateholders on a prior
Distribution Date, shall be distributed to the Class A
Certificateholders;
(ii) second, an amount equal to Class B
Monthly Interest for such Distribution Date, plus the
amount of any Class B Monthly Interest previously due
but not distributed to the Class B Certificateholders
on a prior Distribution Date, plus, but only to the
extent permitted under applicable law, the amount of
any Class B Additional Interest for such Distribution
Date and any Class B Additional Interest previously
due but not distributed to the Class B
Certificateholders on a prior Distribution Date,
shall be distributed to the Class B
Certificateholders;
(iii) third, an amount equal to the Net
Servicing Fee for such Distribution Date shall be
distributed to the Servicer (unless such amount has
been netted against deposits to the Collection
Account or waived);
(iv) fourth, an amount equal to the Reserve
Fund Deposit Amount, if any, for such Distribution
Date shall be deposited in the Reserve Fund;
(v) fifth, an amount equal to the Investor
Default Amount, if any, for such Distribution Date
shall be treated as a portion of Available Investor
Principal Collections for such Distribution Date and
distributed as provided in Section 4.06(b), 4.06(c),
or 4.06(d) below, as applicable;
(vi) sixth, an amount equal to the
remainder of the Monthly Servicing Fee for such
Distribution Date, if any, due but not paid the
Servicer shall be paid to the Servicer (unless such
amount has been netted against deposits to the
Collection Account or waived);
(vii) seventh, an amount equal to the Class
A Carry-Over Amount, if any, for such Distribution
Date, plus the amount of any Class A Carry-Over
Amount previously due but not distributed with
respect to the Class A Certificates on a prior
Distribution Date, shall be distributed to the Class
A Certificateholders;
(viii) eighth, an amount equal to the Class
B Carry-Over Amount, if any, for such Distribution
Date, plus the amount of any Class B Carry-Over
Amount previously due but not distributed on Class B
Certificates on a prior Distribution Date, shall be
distributed to the Class B Certificateholders; and
(ix) ninth, the balance, if any, shall
constitute Excess Servicing and shall be allocated
and distributed as set forth in Section 4.09 hereof.
(b) On each Distribution Date with respect
to the Revolving Period, an amount equal to the Available Investor Principal
Collections for such Distribution Date shall be distributed as follows:
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(i) prior to and including the Series 1994-1
Final Payment Date, the Trustee shall apply such
Available Investor Principal Collections first, if
the Pool Balance at the end of the preceding
Collection Period is less than the Required Pool
Balance for such Distribution Date (calculated before
giving effect to any deposits to the Excess Funding
Account and any excess funding account for any other
Series in their revolving periods to be made on such
Distribution Date), to make a deposit into the Excess
Funding Account in an amount equal to the Excess
Funded Amount as of such Distribution Date minus the
amount then on deposit in the Excess Funding Account
(after taking into account any amounts deposited into
the Excess Funding Account pursuant to Section 4.12
of this Supplement), and second, an amount equal to
the balance (such balance being part of "Excess
Principal Collections"), if any, of such Available
Investor Principal Collections shall be applied in
accordance with Section 4.04 of the Agreement.
(ii) after the Series 1994-1 Final Payment
Date, the Trustee shall apply such Available Investor
Principal Collections, in accordance with the written
directions of the Servicer, first, to make a deposit
into the Excess Funding Account in an amount equal to
the Excess Funded Amount as of the close of business
on the preceding Business Day minus the amount then
on deposit in the Excess Funding Account, and second,
an amount equal to the balance (such balance being
part of "Excess Principal Collections"), if any, of
such Available Investor Principal Collections shall
be applied in accordance with Section 4.04 of the
Agreement.
(c) On each Distribution Date with respect
to an Early Amortization Period or an Initial Amortization Period, an amount
equal to Available Investor Principal Collections for such Distribution Date
shall be distributed in the following order of priority:
(i) first, an amount equal to the Monthly
Principal for such Distribution Date will be
distributed first to the holders of the Class A
Certificates until the principal amount thereof is
reduced to zero, and then to the holders of the Class
B Certificates until the principal amount thereof is
reduced to zero; and
(ii) second, an amount equal to the balance
(such balance being part of "Excess Principal
Collections"), if any, of such Available Investor
Principal Collections shall be applied in accordance
with Section 4.04 of the Agreement.
(d) On each Distribution Date with respect
to the Amortization Period, an amount equal to Available Investor Principal
Collections for such Distribution Date shall be distributed in the following
order of priority:
(i) on each Class A Amortization Date, to
the Class A Certificates, an amount equal to the
lesser of (x) the Class A Controlled Distribution
Amount for such date and (y) the Available Investor
Principal Collections for such date until the
principal balance of the Class A Certificates has
been reduced to zero;
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(ii) on each Distribution Date commencing on
the Distribution Date on which the principal balance
of the Class A Certificates has been reduced to zero,
to the Class B Certificates, an amount equal to the
lesser of (x) the outstanding principal balance of
the Class B Certificates and (y) the Available
Investor Principal Collections for such date (after
giving effect to any portion thereof distributable to
the Class A Certificates pursuant to clause (i)
above);
(iii) an amount equal to the lesser of (x)
the Excess Funded Amount as of the close of business
on the preceding Business Day minus the amount then
on deposit in the Excess Funding Account and (y) the
Available Investor Principal Collections for such
date (after giving effect to any portion thereof
distributable to the Class A Certificates or the
Class B Certificates pursuant to clauses (i) and (ii)
above); and
(iv) an amount equal to the balance
including, on each Class A Amortization Date,
Available Investor Principal Collections not used to
make principal distributions on the Class A
Certificates pursuant to clause (i) above (such
balance being part of "Excess Principal
Collections"), if any, of such Available Investor
Principal Collections shall be applied in accordance
with Section 4.04 of the Agreement.
(e) The distributions to be made pursuant to
this Section 4.06 are subject to the provisions of Section 2.03, Section 9.02,
Section 10.01 and Section 12.02 of the Agreement and Section 8.01 and Section
8.02 of this Series Supplement.
SECTION 4.07. Application of Reserve Fund and
Available Subordinated Amount.
(a) If the Investor Non-Principal Collections and
Investment Proceeds on any Distribution Date are not sufficient to make the
entire distributions required on such Distribution Date by clauses (i), (ii),
(iii) and (v) of Section 4.06(a) hereof, the Servicer shall by written
instruction cause the Trustee to withdraw funds from the Reserve Fund to the
extent available therein, and apply such funds to complete the distributions
pursuant to clauses (i), (ii), (iii) and (v) of Section 4.06(a) hereof.
(b) If there is a Deficiency Amount for such
Distribution Date, the Servicer shall, subject to the following paragraph,
apply or cause the Trustee to apply the aggregate amount of Series 1997-1
Available Retained Collections for the related Collection Period, but only up
to the amount of the Required Subordination Draw Amount, to make up the
shortfall in the distributions required by clauses (i), (ii), (iii) and (v) of
Section 4.06(a) hereof that have not been made through the application of funds
from the Reserve Fund in accordance with subsection (a) of this Section 4.07.
Any such Series 1997-1 Available Retained Collections remaining after the
application thereof pursuant to the preceding sentence shall be treated as a
portion of Available Investor Principal Collections for such Distribution Date,
but only up to the amount of unpaid Adjustment Payments allocated to the
Certificates as described in Section 4.05(a)(vi) hereof. The Holder of the
BCRC Certificate may elect to increase the Available Subordinated Amount, up to
a maximum aggregate increase equal to 1% of the Initial
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Principal Amount in order to avoid the occurrence of an Early Amortization
Event pursuant to Section 6.01(a) hereof.
Prior to the Series 1994-1 Final Payment Date, if for such
Distribution Date the sum of the Required Subordination Draw Amount and the
aggregate of the required subordination draw amounts for all other Series
outstanding exceeds the Available Retained Collections on deposit in the
Collection Account on such Distribution Date, then such Available Retained
Collections shall be allocated to such Series (including the Certificates) pro
rata on the basis of such required subordination draw amounts (including the
Required Subordination Draw Amount).
(c) After giving effect to the allocations of,
distributions from, and deposits to, the Reserve Fund made pursuant to Section
4.01A(c), Section 4.04 and Section 4.06(a) hereof and subsections (a) and (d)
of this Section 4.07, (i) if the amount in the Reserve Fund is greater than the
Reserve Fund Required Amount (or, for any Distribution Date with respect to an
Early Amortization Period, the Excess Reserve Fund Required Amount) for such
Distribution Date, then the Servicer shall direct the Trustee in writing to
withdraw and distribute such excess amount (or otherwise make such amount
available) to the Holder of the BCRC Certificate and (ii) if the amount in the
Reserve Fund is less than such Reserve Fund Required Amount, then the Trustee
shall, subject to the following paragraph, transfer to the Eligible Institution
holding the Reserve Fund any remaining Series 1997-1 Available Retained
Collections (to the extent of the Available Subordinated Amount) for the
related Collection Period for deposit into the Reserve Fund until the amount in
the Reserve Fund is equal to such Reserve Fund Required Amount. If the
outstanding principal balance of the Certificates is greater than zero on the
Series 1997-1 Termination Date, any funds in the Reserve Fund will be treated
as Available Investor Principal Collections for the Distribution Date occurring
on the Series 1997-1 Termination Date. Upon payment in full of the outstanding
principal balance of the Certificates, any funds remaining on deposit in the
Reserve Fund shall be paid (or made available) to the Holder(s) of the BCRC
Certificate and any Supplemental Certificate(s), pro rata in accordance with
the respective percentage interests thereof.
Prior to the Series 1994-1 Final Payment Date, if for such
Distribution Date the sum of the amount required to be deposited into the
Reserve Fund and the aggregate of the amounts required to be deposited into the
reserve funds for all other Series outstanding exceeds the Available Retained
Collections that remain available to make such deposits on such Distribution
Date, then such remaining Available Retained Collections shall be allocated to
such Series (including the Certificates) pro rata on the basis of the amounts
required to be deposited in each such reserve fund (including the Reserve
Fund).
(d) If, for any Distribution Date with respect to an Early
Amortization Period, after giving effect to the allocations of, distributions
from, and deposits in, the Reserve Fund made pursuant to Section 4.01A(c),
Section 4.04 and Section 4.06(a) hereof and subsection (a) of this Section
4.07, the amount in the Reserve Fund is less than the Excess Reserve Fund
Required Amount for such Distribution Date, the Trustee shall, subject to the
following paragraph, deposit any remaining Series 1997-1 Available Retained
Collections (to the extent of the Available Subordinated Amount) for the
related Collection Period into the
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Reserve Fund until the amount in the Reserve Fund is equal to such Excess
Reserve Fund Required Amount.
Prior to the Series 1994-1 Final Payment Date, if for any
Distribution Date the sum of the amount required to be deposited into the
Reserve Fund to fund the Excess Reserve Fund Required Amount and the aggregate
of the amounts required to be deposited into the reserve funds for all other
Series outstanding to fund the excess reserve fund required amounts for such
Series exceeds the remaining Available Retained Collections available to make
such deposits for such Distribution Date, then such remaining Available
Retained Collections shall be allocated to such Series (including the
Certificates) pro rata on the basis of such amounts required to be deposited in
each such reserve fund (including the Reserve Fund) to fund the excess reserve
fund required amount.
(e) The balance of the Series 1997-1 Available Retained
Collections for the related Collection Period on any Distribution Date, after
giving effect to any distributions thereof pursuant to subsections (b), (c) and
(d) of this Section 4.07 and the distributions in respect of other Series
referred to in subsections (b), (c) and (d) of this Section 4.07, shall be
distributed to the Holder(s) of the BCRC and any Supplemental Certificate(s),
pro rata in accordance with the respective percentage interests thereof, on
such Distribution Date.
SECTION 4.08. Investor Charge-Offs. If, on any
Distribution Date on which the Available Subordinated Amount (after giving
effect to the allocations, distributions, withdrawals and deposits to be made
on such Distribution Date) is zero and the Deficiency Amount for such
Distribution Date is greater than zero, the Invested Amount shall be reduced by
the excess of such Deficiency Amount over any remaining Available Subordinated
Amount on the related Determination Date, but not by more than the Investor
Default Amount for such Distribution Date (an "Investor Charge-Off"). Investor
Charge-Offs shall thereafter be reimbursed (but not by an amount in excess of
the aggregate unreimbursed Investor Charge-Offs) on any Distribution Date by
the sum of (a) Allocable Miscellaneous Payments with respect to such
Distribution Date and (b) the amount of Excess Servicing allocated and
available for that purpose pursuant to Section 4.09(a) hereof.
SECTION 4.09. Excess Servicing. The Servicer shall by
written instruction cause the Trustee to apply to the extent not already so
distributed, on each Distribution Date, Excess Servicing with respect to the
Collection Period immediately preceding such Distribution Date, to make the
following distributions in the following priority:
(a) an amount equal to the aggregate amount of Investor
Charge-Offs which have not been previously reimbursed as provided in Section
4.08 hereof (after giving effect to the allocation on such Distribution Date of
any amount for that purpose pursuant to Section 4.08(a) hereof) shall be
treated as a portion of Available Investor Principal Collections with respect
to such Distribution Date;
(b) an amount equal to the aggregate outstanding amounts
of any Monthly Servicing Fees which have been previously waived pursuant to
Section 3.01 hereof and which
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have not been previously paid pursuant to this Section 4.09(b) shall be
distributed to the Servicer; and
(c) the balance, if any, shall be distributed (or
otherwise made available) to the Holder(s) of the BCRC Certificate and any
Supplemental Certificate(s), pro rata in accordance with the respective
percentage interests thereof.
SECTION 4.10. Principal Collections.
(a) The "Series 1997-1 Excess Principal Collections," with
respect to any Distribution Date, shall mean Excess Principal Collections for
all Series for such Distribution Date in an amount equal to the lesser of (a)
the Series 1997-1 Principal Shortfall, if any, for such Distribution Date and
(b) an amount equal to the product of (x) Excess Principal Collections for all
Series for such Distribution Date and (y) a fraction, the numerator of which is
the Series 1997-1 Principal Shortfall for such Distribution Date and the
denominator of which is the aggregate amount of Principal Shortfalls for all
Series for such Distribution Date.
(b) The "Series 1997-1 Principal Shortfall" for:
(x) any Class A Amortization Date shall equal the
excess of (i) the Class A Controlled Distribution Amount
plus, on the Class B Expected Payment Date, the outstanding
principal balance of the Class B Certificates over (ii)
Available Investor Principal Collections for such Class A
Amortization Date);
(y) any Distribution Date with respect to an Early
Amortization Period or an Initial Amortization Period shall
equal the excess, if any, of (i) the Invested Amount (plus,
in the case of the first Distribution Date following the
end of the Collection Period in which an Early Amortization
Period or an Initial Amortization Period shall have
commenced, any amounts on deposit in the Excess Funding
Account at the end of the Revolving Period) over (ii)
Available Investor Principal Collections for such
Distribution Date.
SECTION 4.11. Excess Funding Account.
(a) Any funds on deposit in the Excess Funding Account
upon the occurrence of an Early Amortization Event or the giving of notice that
BCI has elected not to extend the Initial Principal Payment Date will be
deposited in the Collection Account for application as Available Investor
Principal Collections. In addition, no funds will be deposited in the Excess
Funding Account during any Early Amortization Period or any Initial
Amortization Period.
(b) The provisions of this Section 4.11(b) shall apply
only prior to and including the Series 1994-1 Final Payment Date. If (i) on
any Determination Date during the
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Revolving Period there are any funds in the Excess Funding Account, (ii) the
Pool Balance at the end of the preceding Collection Period is greater than the
Pool Balance at the end of the second preceding Collection Period and (iii) the
Pool Balance at the end of the preceding Collection Period is greater than the
Required Pool Balance as of such Determination Date, then, subject to the other
provisions of this Section 4.11(b) and to subsections (d) and (e) of this
Section 4.11, the Adjusted Invested Amount and the adjusted invested amounts
(but, in each case, not in excess of the initial principal amount of such
Series) for all other outstanding Series that provide for an excess funding
account or similar arrangement and are in their revolving periods shall be
increased such that, after giving effect to such increases, the Required Pool
Balance is equal to the Pool Balance. On such Determination Date the Servicer
shall notify the Trustee in writing of the amount, if any, of such increase in
the Adjusted Invested Amount and the Trustee shall withdraw from the Excess
Funding Account and pay (or otherwise make available) to the Holder(s) of the
BCRC Certificate and any Supplemental Certificate(s), pro rata in accordance
with the respective percentage interests thereof, or allocate to one or more
other Series which are in amortization, early amortization or accumulation
periods, on the immediately succeeding Distribution Date, an amount equal to
the amount of such increase in the Adjusted Invested Amount. Such payment to
the Holder(s) of the BCRC Certificate and any Supplemental Certificate(s) shall
be in payment or partial payment pursuant to the Receivables Purchase Agreement
for additional Principal Receivables transferred to the Trust or allocated to
the Certificates. To the extent that the Adjusted Invested Amount is increased
by any payment to the Holder(s) of the BCRC Certificate and any Supplemental
Certificate(s) or any allocation to one or more other Series which are in
amortization, early amortization or accumulation periods, the Retained
Participation Amount or such other Series' invested amount, as applicable,
shall be reduced by the amount of such payment.
(c) The provisions of this Section 4.11 (c) shall apply
only after the Series 1994-1 Final Payment Date. If (i) on any Business Day
during the Revolving Period or the Amortization Period there are any funds in
the Excess Funding Account and (ii) the Pool Balance at the end of the
preceding Business Day was greater than the Required Pool Balance at the end of
such Business Day, then, subject to the other provisions of this Section
4.11(c) and to subsections (d) and (e) of this Section 4.11, the Adjusted
Invested Amount and the adjusted invested amounts (but, in each case, not in
excess of the initial principal amount of such Series) for all other
outstanding Series that provide for an excess funding account or similar
arrangement and are in their revolving periods or, if applicable, their
amortization periods shall be increased such that, after giving effect to such
increases, the Required Pool Balance is equal to the Pool Balance. On each
such Business Day the Servicer shall notify the Trustee in writing of the
amount, if any, of such increase in the Adjusted Invested Amount and the
Trustee shall withdraw from the Excess Funding Account and pay (or otherwise
make available) to the Holder(s) of the BCRC Certificate and any Supplemental
Certificate(s), pro rata in accordance with the respective percentage interests
thereof, or allocate to one or more other Series which are in amortization,
early amortization or accumulation periods, on such Business Day, an amount
equal to the amount of such increase in the Adjusted Invested Amount. Such
payment to the Holder(s) of the BCRC Certificate and any Supplemental
Certificate(s) shall be in payment or partial payment pursuant to the
Receivables Purchase Agreement for additional Principal Receivables transferred
to the Trust or allocated to the
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Certificates. To the extent that the Adjusted Invested Amount is increased by
any payment to the Holder(s) of the BCRC Certificate and any Supplemental
Certificate(s) or any allocation to one or more other Series which are in
amortization, early amortization or accumulation periods, the Retained
Participation Amount or such other Series' adjusted invested amount, as
applicable, shall be reduced by the amount of such payment.
(d) In the event that other Series issued by the Trust
provide for excess funding accounts or other arrangements similar to the Excess
Funding Account involving fluctuating levels of investments in Principal
Receivables, the allocation of additional Principal Receivables to increase the
Adjusted Invested Amount and the adjusted invested amounts of such other Series
(and the related withdrawals from the Excess Funding Account and the other
excess funding accounts or similar accounts) will be based on the proportion
that the amount on deposit in the Excess Funding Account bears to amounts on
deposit in the excess funding accounts (including the Excess Funding Account)
of all Series providing for excess funding accounts or such similar
arrangements or to amounts otherwise similarly available.
(e) In the event that any other Series is in an
amortization period, early amortization period or accumulation period, the
amounts of any withdrawals from the Excess Funding Account shall be applied
first to satisfy in full any then applicable funding or payment requirements of
such Series and second to make a payment to the Holder(s) of the BCRC
Certificate and any Supplemental Certificate(s). In the event that more than
one other Series is in an amortization period, early amortization period or
accumulation period, the amounts of any withdrawals from the Excess Funding
Account shall be allocated (and, if necessary, reallocated) among such Series
as specified in the related Series Supplement, to meet the funding or payment
requirements of each such Series first to satisfy in full all then applicable
funding or payment requirements of each such Series and second to make a
payment to the Holder(s) of the BCRC Certificate and any Supplemental
Certificate(s).
SECTION 4.12. Initial Principal Payment Date. The Initial
Principal Payment Date will be successively and automatically extended to the
next Distribution Date unless the Servicer elects not to so extend the Initial
Payment Date and provided that the Initial Principal Payment Date shall not be
extended beyond the Class A Expected Final Payment Date. The Servicer shall
effect an election not to extend the Initial Principal Payment Date by
delivering a written notice (the "Notice Not to Extend") to the Trustee stating
that BCI elects, effective as of a Distribution Date stated in the notice (the
"Effective Distribution Date"), that the Initial Principal Payment Date not be
extended beyond such Effective Distribution Date. To be effective, the Notice
Not to Extend shall be delivered to the Trustee not later than the Distribution
Date immediately preceding the Effective Distribution Date.
Upon receipt by the Trustee of the Notice Not to Extend, the Trustee
shall give notice of such election by mailing a copy of such Notice Not to
Extend to each Certificateholder, BCRC and the Rating Agencies. If the Trustee
receives the Notice of Election Not to Extend on or before the Distribution
Date in the calendar month prior to the Effective Distribution Date, the
Trustee shall mail copies of such notice as described in the preceding sentence
not earlier than the first day of the Collection Period preceding the
Collection Period in which the
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Effective Distribution Date will occur and not later than the fifth Business
Day following the Distribution Date immediately preceding the Effective
Distribution Date.
ARTICLE V
Distributions and Reports to
Series 1997-1 Certificateholders
SECTION 5.01. Distributions. On each Distribution Date,
the Trustee shall distribute to the Certificateholders of record on the
preceding Record Date (other than as provided in Section 12.02 of the Agreement
respecting a final distribution) the amounts required to be distributed thereon
pursuant to Article IV hereof. Except as provided in Section 12.02 of the
Agreement with respect to a final distribution, distributions to
Certificateholders hereunder shall be made by wire transfer in immediately
available funds.
SECTION 5.02. Reports and Statements to Certificateholders.
(a) At least four (4) Business Days prior to each
Distribution Date, the Servicer will provide to the Trustee statements,
substantially in the form of Exhibit C hereto (each, a "Distribution Date
Statement"), and on each Distribution Date, the Trustee shall forward to the
Certificateholders such Distribution Date Statement setting forth certain
information relating to the Trust and the Certificates.
(b) On each Distribution Date, a copy of each Distribution
Date Statement provided pursuant to subsection (a) of this Section 5.02 will be
forwarded (or caused to be forwarded) by the Trustee to each Certificateholder.
(c) On or before January 31 of each calendar year,
beginning with January 31, 1998, the Trustee shall furnish or cause to be
furnished to each Person who at any time during the preceding calendar year was
a Certificateholder, a statement prepared by the Servicer containing the
information which is required to be contained in the statement to
Certificateholders as set forth in paragraph (a) above, aggregated for such
calendar year or the applicable portion thereof during which such Person was a
Certificateholder, together with other information as is required to be
provided by an issuer of indebtedness under the Internal Revenue Code and such
other customary information as is necessary to enable the Certificateholders to
prepare their tax returns. Such obligation of the Trustee shall be deemed to
have been satisfied to the extent that substantially comparable information
shall be provided by the Trustee pursuant to any requirements of the Internal
Revenue Code as from time to time in effect. In addition, the Trustee shall
from time to time furnish to each Certificateholder information furnished by
the Servicer regarding material changes in the servicing or crediting
procedures required under this Agreement.
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ARTICLE VI
Early Amortization Events
SECTION 6.01. Additional Early Amortization Events. The
occurrence of any of the following events shall, immediately upon the
occurrence thereof without notice or other action on the part of the Trustee or
the Holders of the Certificates, be deemed to be an "Early Amortization Event"
solely with respect to the Certificates:
(a) on any Distribution Date, the Available Subordinated
Amount shall be less than the Required Subordinated Amount (after giving effect
to the distributions to be made on such Distribution Date); or
(b) on any Distribution Date, the balance of the Reserve
Fund is less than the Reserve Fund Required Amount, in each case after giving
effect to all deposits and distributions on such Distribution Date; or
(c) any Servicer Default occurs; or
(d) any Class A Carry-Over Amount or Class B Carry-Over
Amount is outstanding on six consecutive Distribution Dates; or
(e) the ratio (expressed as a percentage) of (x) the
average for each month of the net losses on the Receivables in the Pool (i.e.,
gross losses less Recoveries on any Receivables (including, without limitation,
recoveries from Collateral Security in addition to the products financed by the
Receivables, recoveries from manufacturers, distributors or importers and
Insurance Proceeds)) during any three (3) consecutive calendar months to (y)
the average of the month-end Pool Balances for such three-month period, exceeds
5% on an annualized basis; provided, however, that this clause (e) may be
revised or waived without the consent of the Certificateholders and no such
revision or waiver shall be deemed an amendment of the terms hereof, but shall
be a revision or waiver made in accordance with the terms hereof if, prior to
each such revision or waiver, the Rating Agency Condition is satisfied; or
(f) the average Monthly Payment Rate (x) with respect to
the three (3) Collection Periods included in the period from January through
March of any calendar year is less than 12.0% and (y) with respect to any other
three (3) consecutive Collection Periods is less than 14.0%; provided, however,
that this clause (f) may be revised or waived without the consent of the
Certificateholders and no such revision or waiver shall be deemed an amendment
of the terms hereof, but shall be a revision or waiver made in accordance with
the terms hereof if, prior to each such reversion or waiver, the Rating Agency
Condition is satisfied; or
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(g) the failure to pay the outstanding principal balance
of the Class A Certificates on the Class A Expected Final Payment Date or the
failure to pay the outstanding principal balance of the Class B Certificates on
the Class B Expected Payment Date; or
(h) the sum of all Eligible Investments and amounts on
deposit in the Excess Funding Account and excess funding accounts for all other
Series represents more than 50% of the total assets of the Trust on each of six
or more consecutive Distribution Dates, after giving effect to all payments
made or to be made on such Distribution Dates; and
(i) either (x) at any time during the period from and
including the Closing Date through May 31, 1998, more than 10% of the aggregate
principal amount of Domestic Inventory Receivables that were included in the
Pool Balance on the Closing Date and are then owned by the Trust have not been
paid in full within 491 days following the date of origination thereof or (y)
at any time after May 31, 1998 during any four month period commencing June 1,
October 1 and February 1 of each year (each, an "Origination Period"), more
than 10% of the aggregate principal amount of Domestic Inventory Receivables
that were originated and transferred to the trust during the four month period
commencing sixteen months prior to such Origination Period and are then owned
by the Trust have not been paid in full within 491 days following the date of
origination thereof.
ARTICLE VII
Optional Repurchase
SECTION 7.01. Optional Repurchase.
(a) On any Distribution Date occurring on or after the
date on which the Invested Amount is reduced to 10% or less of the aggregate
principal amount of the Certificates on the Closing Date, the Depositor shall
have the option, subject to the condition set forth in subsection (c) of this
Section 7.01, to purchase the entire amount of, but not less than the entire
amount of, the Certificates, at a purchase price equal to the Reassignment
Amount for such Distribution Date.
(b) The Depositor shall give the Servicer and the Trustee
at least ten (10) days' prior written notice of the Distribution Date on which
the Depositor intends to exercise such purchase option. On the Business Day
immediately prior to such Distribution Date the Depositor shall deposit the
Reassignment Amount into the Collection Account in immediately available funds.
Such purchase option is subject to payment in full of the Reassignment Amount.
The Reassignment Amount shall be distributed as set forth in Section 8.01(b)
hereof.
(c) If at the time the Depositor exercises its purchase
option hereunder the Depositor's long-term unsecured debt has a rating lower
than the lowest investment grade rating of the Rating Agency, the Depositor
shall deliver to the Trustee on such Distribution Date an Opinion of Counsel
(which must be an independent outside counsel) to the effect that,
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in reliance on certain certificates to the effect that the Certificates
purchased by the Depositor constitute fair value for the consideration paid
therefor and as to the solvency of the Depositor, the purchase of the
Certificates would not be considered a fraudulent conveyance under applicable
law.
ARTICLE VIII
Final Distributions
SECTION 8.01. Sale of Certificates Pursuant to Section
2.03 of the Agreement; Distributions Pursuant to Section 7.01 of this Series
Supplement or Section 2.03 or 12.02(c) of the Agreement.
(a) The amount to be paid by the Depositor to the
Collection Account with respect to the Certificates in connection with a
purchase of the Certificates pursuant to Section 2.03 of the Agreement shall
equal the Reassignment Amount for the Distribution Date on which such
repurchase occurs.
(b) With respect to the Reassignment Amount deposited into
the Collection Account pursuant to Section 7.01 of this Series Supplement or
Section 2.03 of the Agreement allocable to the Series 1997-1 Certificates or
any Termination Proceeds allocable to the Series 1997-1 Certificates deposited
into the Collection Account pursuant to Section 12.02(c) of the Agreement, the
Trustee shall, not later than 12:00 noon, New York City time, on the
Distribution Date on which such amounts are deposited (or, if such date is not
a Distribution Date, on the immediately following Distribution Date) apply such
amounts in the following priority: (i) deposit an amount equal to the
Reassignment Amount on such date into the Collection Account and (ii) pay the
remainder of any Termination Proceeds allocable to the Series 1997-1
Certificates to the Holder(s) of the BCRC Certificate and any Supplemental
Certificate(s), pro rata in accordance with the respective percentage interests
thereof.
(c) Notwithstanding anything to the contrary in this
Series Supplement or the Agreement, the entire amount deposited in the
Collection Account pursuant to Section 7.01 of this Series Supplement and
Section 2.03 of the Agreement allocable to the Series 1997-1 Certificates and
all other amounts on deposit therein shall be distributed in full on the
Certificates (up to the remaining outstanding principal amount thereof together
with all accrued and unpaid interest thereon) on such date and any distribution
made pursuant to paragraph (b) above shall be deemed to be a final distribution
pursuant to Section 12.02 of the Agreement with respect to the Certificates.
SECTION 8.02. Distribution of Proceeds of Sale,
Disposition or Liquidation of the Receivables Pursuant to Section 9.02 of the
Agreement.
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(a) Not later than 12:00 noon, New York City time, on the
Distribution Date following the date on which the Trust Liquidation Proceeds
are deposited into the Collection Account pursuant to Section 9.02(b) of the
Agreement, the Trustee at the written direction of the Servicer shall first (in
each case, after giving effect to any deposits and distributions otherwise to
be made on such Distribution Date) deduct an amount equal to the Invested
Amount on such Distribution Date from the portion of the Trust Liquidation
Proceeds allocated to the Series 1997-1 Certificates and distribute such amount
first to Holders of Class A Certificates until the principal balance is reduced
to zero and the remainder to Holders of Class B Certificates up to the
principal balance thereof; provided that the amount of such distribution shall
not exceed the product of the Trust Liquidation Proceeds allocated to Principal
Receivables and the Adjusted Series 1997-1 Allocation Percentage. The
remainder of the portion of the Trust Liquidation Proceeds allocated to the
Principal Receivables shall be allocated as provided in Section 9.02(b) of the
Agreement.
(b) Not later than 12:00 noon, New York City time, on such
Distribution Date, the Trustee shall (in each case, after giving effect to any
deposits and distributions otherwise to be made on such Distribution Date)
deduct an amount equal to the sum of (i) Monthly Interest for such Distribution
Date, (ii) any Monthly Interest previously due but not distributed on the
Certificates on any prior Distribution Date, (iii) the amount of Additional
Interest, if any, for such Distribution Date and any Additional Interest
previously due but not distributed on the Certificates on a prior Distribution
Date, and (iv) any Class A Carry-Over Amount and any Class B Carry-Over Amount
for such Distribution Date and any Class A Carry-Over Amount and any Class B
Carry-Over Amount previously due but not distributed to the Certificateholders
on a prior Distribution Date, from the portion of the Trust Liquidation
Proceeds allocated to Series 1997-1 and distribute such amount first to Class A
Certificates to the extent of such due and unpaid amounts and then to Class B
Certificates to the extent of such due and unpaid amounts provided that the
amount of such distribution shall not exceed the product of Trust Liquidation
Proceeds allocated to Non-Principal Receivables and the Adjusted Series 1997-1
Allocation Percentage (calculated without taking into account the Pre-Allocated
Invested Amount). The remainder of the portion of the Trust Liquidation
Proceeds allocated to Non-Principal Receivables shall be allocated as provided
in Section 9.02(b) of the Agreement.
(c) Notwithstanding anything to the contrary in this
Series Supplement or the Agreement, any distribution made pursuant to this
Section 8.02 shall be deemed to be a final distribution pursuant to Section
12.02 of the Agreement with respect to the Certificates.
ARTICLE IX
Miscellaneous Provisions
SECTION 9.01. Ratification of Agreement. As supplemented
by this Series Supplement, the Agreement is in all respects ratified and
confirmed and the Agreement as so supplemented by this Series Supplement shall
be read, taken and construed as one and the same instrument.
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SECTION 9.02. Counterparts. This Series Supplement may be
executed in two or more counterparts (and by different parties on separate
counterparts), each of which shall be an original, but all of which together
shall constitute one and the same instrument.
SECTION 9.03. GOVERNING LAW. THIS SERIES SUPPLEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
SECTION 9.04. Covenant. The Depositor hereby covenants
that any Receivables removed from the Trust pursuant to Section 2.12(a)(ii) of
the Agreement shall not be sold, transferred or otherwise conveyed to the
Servicer.
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IN WITNESS WHEREOF, the Depositor, 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.
BOMBARDIER CREDIT RECEIVABLES
CORPORATION, as Depositor,
By: /s/ Xxxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President and Treasurer
By: /s/ Xxxxxx Xxxxxxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Assistant Treasurer
BOMBARDIER CAPITAL INC., as Servicer,
By: /s/ Xxxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President and Treasurer
By: /s/ Xxxxxx Xxxxxxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Assistant Treasurer
BANKERS TRUST COMPANY, as Trustee,
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Assistant Vice President
[Signature Page to Series 1997-1 Supplement]
45
EXHIBIT A
FORM OF FACE OF CLASS A CERTIFICATE
Initial
REGISTERED Principal Amount:
Certificate No. A-[____] $________________
BOMBARDIER RECEIVABLES MASTER TRUST
SERIES 1997-1
CLASS A
FLOATING RATE ASSET BACKED CERTIFICATES
evidencing a fractional undivided interest in certain
assets of the
BOMBARDIER RECEIVABLES MASTER TRUST I
the corpus of which consists primarily of a pool of receivables (the
"Receivables") generated from time to time in the ordinary course of business
in a portfolio of revolving financing arrangements entered into by Bombardier
Capital Inc. ("BCI") or an Affiliate of BCI with certain dealers located in the
United States to finance such dealers' consumer, recreational and commercial
product inventory and the corpus of which may, subject to satisfaction of
certain conditions, consist of Receivables arising from extensions of credit
made by BCI or an Affiliate of BCI to a dealer to finance such dealer's working
capital needs or to a manufacturer or distributor to finance manufacturing,
production or inventory of consumer, recreational or commercial products. Such
Receivables may also include financing arrangements otherwise meeting the
description set forth above, but originated by another lender and acquired by
BCI or an Affiliate of BCI upon satisfying BCI's customary underwriting
standards. This certificate (a "Certificate") does not represent any interest
in, or obligation of, Bombardier Credit Receivables Corporation ("BCRC") or any
Affiliate thereof.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
referred to on the reverse side hereof or be valid for any purpose.
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
46
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed on behalf of the Trust.
BOMBARDIER RECEIVABLES MASTER TRUST I
By: BANKERS TRUST COMPANY, not
in its individual capacity but
solely as Trustee on behalf of
the Trust
By: ________________________
Authorized Officer
Dated: __________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates described in the within-mentioned Pooling and
Servicing Agreement.
BANKERS TRUST COMPANY,
as Trustee,
by ________________________
Authorized Officer
A-2
47
FORM OF THE REVERSE OF CLASS A CERTIFICATE
This certifies that ____________________ (the "Holder"), is
the registered owner of a fractional undivided interest in certain assets of
the BOMBARDIER RECEIVABLES MASTER TRUST I (the "Trust") created pursuant to a
Pooling and Servicing Agreement dated as of January 1, 1994, as amended and
supplemented from time to time, among Bombardier Capital Inc., as Servicer,
Bombardier Credit Receivables Corporation, as Depositor, and BANKERS TRUST
COMPANY, as trustee (the "Trustee"), that are allocated to the interest
represented by those Floating Rate Class A Asset Backed Certificates, Series
1997-1 (the "Class A Certificates") pursuant to the Pooling and Servicing
Agreement and the Series 1997-1 Supplement dated as of January 1, 1997 (the
"Series Supplement"). The Pooling and Servicing Agreement dated as of January
1, 1994, as amended by Amendment Number 1 to Pooling and Servicing Agreement
dated as of January 1, 1997 and as otherwise from time to time amended and
supplemented, the Variable Funding Supplement dated as of January 1, 1994 (as
amended from time to time, the "Variable Funding Supplement") and the Series
Supplement are herein collectively referred to as the "Pooling and Servicing
Agreement." The corpus of the Trust will include (a) certain Receivables
existing under the Accounts at the close of business on January 1, 1994 (the
"Initial Cut-off Date"), certain Receivables generated under the Accounts from
time to time thereafter, as well as certain Receivables generated in any
Accounts added to the Trust from time to time after the Initial Cut-Off Date,
(b) all funds collected or to be collected in respect of such Receivables, (c)
all funds on deposit in certain accounts of the Trust, (d) an assignment of
BCRC's rights, as purchaser, under the Receivables Purchase Agreement, and (e)
an assignment of a security interest, if any, in certain consumer, recreational
and commercial products financed by the Receivables securing the Receivables
and any other security interest granted to secure the Receivables. Prior to
the issuance of the Class A Certificates, two Series of Investor Certificates
have been issued pursuant to the Pooling and Servicing Agreement, and,
simultaneously with the Class A Certificates, the Floating Rate Class B Asset
Backed Certificates, Series 1997-1 (the Class B Certificates") will be issued.
Additional Series of Investor Certificates may be issued in the future. In
addition, the Variable Funding Certificate and the BCRC Certificate have been
issued and Supplemental Certificates may be issued in the future. The Variable
Funding Certificate, the BCRC Certificate and any Supplemental Certificates
will represent interests in the Trust Assets not represented by the Class A
Certificates or the Class B Certificates or other Series of Investor
Certificates.
The Receivables consist of advances made directly or
indirectly by BCI or an Affiliate of BCI to finance consumer, recreational and
commercial products for dealers located in the United States and may, subject
to the satisfaction of certain conditions, consist of extensions of credit made
by BCI or Affiliates of BCI to dealers to finance working capital needs or to
manufacturers or distributors to finance the manufacturing, production or
inventory of consumer, recreational or commercial products. Such Receivables
may also include financing arrangements otherwise meeting the description set
forth in this paragraph, but originated by another lender and acquired by BCI
or an Affiliate of BCI upon satisfying BCI's customary underwriting standards.
A-3
48
Subject to the terms and conditions of the Pooling and
Servicing Agreement, the Depositor may from time to time direct the Trustee, on
behalf of the Trust, to issue one or more new Series, which will represent
fractional undivided interests in certain of the Trust Assets.
This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement to which, as
amended and supplemented from time to time, the Holder by virtue of the
acceptance hereof assents and is bound. Although a summary of certain
provisions of the Pooling and Servicing Agreement is set forth below, this
Certificate does not purport to summarize the Pooling and Servicing Agreement
and reference is made to the Pooling and Servicing Agreement for information
with respect to the interests, rights, benefits, obligations, proceeds and
duties evidenced hereby and the rights, duties and obligations of the Trustee.
A copy of the Pooling and Servicing Agreement (without schedules) may be
requested from the Trustee by writing to the Trustee at Four Xxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust & Agency Group, Structured
Finance Team. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to them in the Pooling and Servicing
Agreement.
The Depositor has entered into the Pooling and Servicing
Agreement and the Class A Certificates and the Class B Certificates
(collectively, the "Certificates") have been issued with the intention that the
Certificates will qualify under applicable tax law as indebtedness of the
Depositor secured by the Receivables. The Depositor and each Holder, by the
acceptance of its Certificate, agrees to treat the Certificates as indebtedness
of the Depositor secured by the Receivables for Federal income taxes, state and
local income and franchise taxes and any other taxes imposed on or measured by
income.
On each Distribution Date, the Trustee shall distribute on
behalf of the Trust to each Holder of record at the close of business on the
day preceding the Distribution Date (each a "Record Date" unless Definitive
Certificates have been issued, in which case Record Date shall be the last day
of the month preceding such Distribution Date) such Holder's pro rata share
(based on the aggregate fractional undivided interest represented by the Class
A Certificates held by such Holder, except as otherwise provided in the Pooling
and Servicing Agreement) of such amounts on deposit in the Collection Account
or the Series 1997-1 Accounts as are payable in respect of such Class A
Certificate pursuant to the Pooling and Servicing Agreement on such
Distribution Date. Distributions with respect to this Certificate will be made
by the Trustee by wire transfer in immediately available funds (except for the
final distribution in respect of this Certificate). Final payment of this
Certificate will be made only upon presentation and surrender of this
Certificate at the office or agency specified in the notice of final
distribution delivered by the Trustee to the Certificateholder in accordance
with the Pooling and Servicing Agreement.
On any Distribution Date occurring on or after the date on
which the Invested Amount is reduced to 10% or less of the aggregate original
principal amount of the Certificates, the Depositor has the option, subject to
the condition set forth in Section 7.01(c) of the Series Supplement, to
purchase the entire amount of the Certificates. The purchase price will be
equal to the Reassignment Amount (as defined in the Series Supplement).
A-4
49
This Certificate does not represent an obligation of, or an
interest in BCI, BCRC or any Affiliate of any of them and is not insured or
guaranteed by any governmental agency or instrumentality. This Certificate is
limited in right of payment to certain Collections with respect to the
Receivables (and certain other amounts), all as more specifically set forth
herein and in the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement may be amended from time
to time in accordance with the terms thereof.
As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register of the Trustee upon surrender of this
Certificate for registration of transfer at the office or agency of the
Transfer Agent and Registrar in New York City, accompanied by a written
instrument of transfer in form satisfactory to the Trustee or the Transfer
Agent and Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized, and thereupon one or more new Certificates of
authorized denominations evidencing the same aggregate fractional undivided
interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement.
As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class evidencing like aggregate fractional undivided
interests as requested by the Holder surrendering such Certificates. No
service charge may be imposed for any such exchange but the 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 Depositor, the Servicer, the Trustee, the Transfer Agent
and Registrar and any agent of any of them, may treat the person in whose name
this Certificate is registered as the owner hereof for all purposes, and
neither the Depositor, the Servicer nor the Trustee, the Transfer Agent and
Registrar, nor any agent of any of them, shall be affected by notice to the
contrary except in certain circumstances described in the Pooling and Servicing
Agreement.
A-5
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ASSIGNMENT
Social Security or other identifying number of assignee:
______________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ____________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: ____________________ ____________________________*
Signature Guaranteed:
______________________________
__________________________________
* NOTE: The signature to this assignment must correspond with the name
of the registered owner as it appears on the reverse of the within
Certificate in every particular, without alteration, enlargement or
any change whatsoever.
A-6
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EXHIBIT B
FORM OF FACE OF CLASS B CERTIFICATE
Initial
REGISTERED Principal Amount:
Certificate No. B-[____] $________________
BOMBARDIER RECEIVABLES MASTER TRUST
SERIES 1997-1
CLASS B
FLOATING RATE ASSET BACKED CERTIFICATES
evidencing a fractional undivided interest in certain
assets of the
BOMBARDIER RECEIVABLES MASTER TRUST I
the corpus of which consists primarily of a pool of receivables (the
"Receivables") generated from time to time in the ordinary course of business
in a portfolio of revolving financing arrangements entered into by Bombardier
Capital Inc. ("BCI") or an Affiliate of BCI with certain dealers located in the
United States to finance such dealers' consumer, recreational and commercial
product inventory and the corpus of which may, subject to satisfaction of
certain conditions, consist of Receivables arising from extensions of credit
made by BCI or an Affiliate of BCI to a dealer to finance such dealer's working
capital needs or to a manufacturer or distributor to finance manufacturing,
production or inventory of consumer, recreational or commercial products. Such
Receivables may also include financing arrangements otherwise meeting the
description set forth above, but originated by another lender and acquired by
BCI or an Affiliate of BCI upon satisfying BCI's customary underwriting
standards. This certificate (a "Certificate") does not represent any interest
in, or obligation of, Bombardier Credit Receivables Corporation ("BCRC") or any
Affiliate thereof.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
referred to on the reverse side hereof or be valid for any purpose.
52
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAWS PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
B-2
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IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed on behalf of the Trust.
BOMBARDIER RECEIVABLES MASTER TRUST I
By: BANKERS TRUST COMPANY, not
in its individual capacity but
solely as Trustee on behalf of
the Trust
By: ________________________
Authorized Officer
Dated: ____________________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates described in the within-mentioned Pooling and
Servicing Agreement.
BANKERS TRUST COMPANY,
as Trustee,
by ________________________
Authorized Officer
B-3
54
FORM OF THE REVERSE OF CLASS B CERTIFICATE
This certifies that ____________________ (the "Holder"), is
the registered owner of a fractional undivided interest in certain assets of
the BOMBARDIER RECEIVABLES MASTER TRUST I (the "Trust") created pursuant to a
Pooling and Servicing Agreement dated as of January 1, 1994, as amended and
supplemented from time to time, among Bombardier Capital Inc., as Servicer,
Bombardier Credit Receivables Corporation, as Depositor, and BANKERS TRUST
COMPANY, as trustee (the "Trustee"), that are allocated to the interest
represented by those Floating Rate Class B Asset Backed Certificates, Series
1997-1 (the "Class B Certificates") pursuant to the Pooling and Servicing
Agreement and the Series 1997-1 Supplement dated as of January 1, 1997 (the
"Series Supplement"). The Pooling and Servicing Agreement dated as of January
1, 1994, as amended by Amendment Number 1 to Pooling and Servicing Agreement
dated as of January 1, 1997 and as otherwise from time to time amended and
supplemented, the Variable Funding Supplement dated as of January 1, 1994 (as
amended from time to time, the "Variable Funding Supplement") and the Series
Supplement are herein collectively referred to as the "Pooling and Servicing
Agreement." The corpus of the Trust will include (a) certain Receivables
existing under the Accounts at the close of business on January 1, 1994 (the
"Initial Cut-off Date"), certain Receivables generated under the Accounts from
time to time thereafter, as well as certain Receivables generated in any
Accounts added to the Trust from time to time after the Initial Cut-Off Date,
(b) all funds collected or to be collected in respect of such Receivables, (c)
all funds on deposit in certain accounts of the Trust, (d) an assignment of
BCRC's rights, as purchaser, under the Receivables Purchase Agreement, and (e)
an assignment of a security interest, if any, in certain consumer, recreational
and commercial products financed by the Receivables securing the Receivables
and any other security interest granted to secure the Receivables. Prior to
the issuance of the Class B Certificates, two Series of Investor Certificates
have been issued pursuant to the Pooling and Servicing Agreement, and,
simultaneously with the Class B Certificates, the Floating Rate Class A Asset
Backed Certificates, Series 1997-1 (the "Class A Certificates") will be issued.
Additional Series of Investor Certificates may be issued in the future. In
addition, the Variable Funding Certificate and the BCRC Certificate have been
issued and Supplemental Certificates may be issued in the future. The Variable
Funding Certificate, the BCRC Certificate and any Supplemental Certificate will
represent interests in the Trust Assets not represented by the Class B
Certificates or the Class A Certificates or other Series of Investor
Certificates.
The Receivables consist of advances made directly or
indirectly by BCI or an Affiliate of BCI to finance consumer, recreational and
commercial products for dealers located in the United States and may, subject
to the satisfaction of certain conditions, consist of extensions of credit made
by BCI or Affiliates of BCI to dealers, to finance working capital needs or to
manufacturers or distributors to finance the manufacturing, production or
inventory of consumer, recreational or commercial products. Such Receivables
may also include financing arrangements otherwise meeting the description set
forth in this paragraph, but originated by another lender and acquired by BCI
or an Affiliate of BCI upon satisfying BCI's customary underwriting standards.
B-4
55
Subject to the terms and conditions of the Pooling and
Servicing Agreement, the Depositor may from time to time direct the Trustee, on
behalf of the Trust, to issue one or more new Series, which will represent
fractional undivided interests in certain of the Trust Assets.
This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement to which, as
amended and supplemented from time to time, the Holder by virtue of the
acceptance hereof assents and is bound. Although a summary of certain
provisions of the Pooling and Servicing Agreement is set forth below, this
Certificate does not purport to summarize the Pooling and Servicing Agreement
and reference is made to the Pooling and Servicing Agreement for information
with respect to the interests, rights, benefits, obligations, proceeds and
duties evidenced hereby and the rights, duties and obligations of the Trustee.
A copy of the Pooling and Servicing Agreement (without schedules) may be
requested from the Trustee by writing to the Trustee at Four Xxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust & Agency Group, Structured
Finance Team. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to them in the Pooling and Servicing
Agreement.
The Depositor has entered into the Pooling and Servicing
Agreement and the Class A Certificates and the Class B Certificates
(collectively, the "Certificates") have been issued with the intention that the
Certificates will qualify under applicable tax law as indebtedness of the
Depositor secured by the Receivables. The Depositor and each Holder, by the
acceptance of its Certificate, agrees to treat the Certificates as indebtedness
of the Depositor secured by the Receivables for Federal income taxes, state and
local income and franchise taxes and any other taxes imposed on or measured by
income.
On each Distribution Date, the Trustee shall distribute on
behalf of the Trust to each Holder of record at the close of business on the
day preceding the Distribution Date (each a "Record Date" unless Definitive
Certificates have been issued, in which case, Record Date shall be the last day
of the month preceding such Distribution Date) such Holder's pro rata share
(based on the aggregate fractional undivided interest represented by the Class
B Certificates held by such Holder, except as otherwise provided in the Pooling
and Servicing Agreement and provided that payment of the Class B Certificates
is subordinate to payment of the Class A Certificates to the extent provided in
the Pooling and Servicing Agreement) of such amounts on deposit in the
Collection Account or the Series 1997-1 Accounts as are payable in respect of
such Class B Certificate pursuant to the Pooling and Servicing Agreement on
such Distribution Date. Distributions with respect to this Certificate will be
made by the Trustee by wire transfer in immediately available funds (except for
the final distribution in respect of this Certificate). Final payment of this
Certificate will be made only upon presentation and surrender of this
Certificate at the office or agency specified in the notice of final
distribution delivered by the Trustee to the Certificateholder in accordance
with the Pooling and Servicing Agreement.
On any Distribution Date occurring on or after the date on
which the Invested Amount is reduced to 10% or less of the aggregate original
principal amount of the Certificates, the Depositor has the option, subject to
the condition set forth in Section 7.01(c) of the Series Supplement, to
purchase the entire amount of the Certificates. The purchase price will be
equal to the Reassignment Amount (as defined in the Series Supplement).
B-5
56
This Certificate does not represent an obligation of, or an
interest in BCI, BCRC or any Affiliate of any of them and is not insured or
guaranteed by any governmental agency or instrumentality. This Certificate is
limited in right of payment to certain Collections with respect to the
Receivables (and certain other amounts), all as more specifically set forth
herein and in the Pooling and Servicing Agreement and is limited to the extent,
that, under the terms of the Pooling and Servicing Agreement, the Class B
Certificates share in the distribution of Collections is subordinated to the
rights of the holders of the Class A Certificates.
The Pooling and Servicing Agreement may be amended from time
to time in accordance with the terms thereof.
As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register of the Trustee upon surrender of this
Certificate for registration of transfer at the office or agency of the
Transfer Agent and Registrar in New York City, accompanied by a written
instrument of transfer in form satisfactory to the Trustee or the Transfer
Agent and Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized, and thereupon one or more new Certificates of
authorized denominations evidencing the same aggregate fractional undivided
interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement.
As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class evidencing like aggregate fractional undivided
interests as requested by the Holder surrendering such Certificates. No
service charge may be imposed for any such exchange but the 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 Depositor, the Servicer, the Trustee, the Transfer Agent
and Registrar and any agent of any of them, may treat the person in whose name
this Certificate is registered as the owner hereof for all purposes, and
neither the Depositor, the Servicer nor the Trustee, the Transfer Agent and
Registrar, nor any agent of any of them, shall be affected by notice to the
contrary except in certain circumstances described in the Pooling and Servicing
Agreement.
B-6
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ASSIGNMENT
Social Security or other identifying number of assignee:
________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
______________________________________________________________________________
______________________________________________________________________________
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ____________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: ____________________ __________________________*
Signature Guaranteed:
____________________________
_______________________
* NOTE: The signature to this assignment must correspond with the name
of the registered owner as it appears on the reverse of the within
Certificate in every particular, without alteration, enlargement or
any change whatsoever.
B-7
58
EXHIBIT C
FORM OF DISTRIBUTION DATE STATEMENT(1)
Distribution Date: __________, [199__] [200_]
1. Amount of principal paid or distributed:
(a) Class A Certificates: $__________
($____ per $1,000 original principal amount
of Class A Certificates)
(b) Class B Certificates: $__________
($____ per $1,000 original principal amount
of Class B Certificates)
2. Floating Allocation Percentage for such
Collection Period(2):
3. Principal Allocation Percentage for such
Collection Period(2):
4. Amount of interest paid or distributed:
(a) Class A Certificates: $__________
($____ per $1,000 original principal amount
of Class A Certificates)
(b) Class B Certificates: $__________
($____ per $1,000 original principal amount
of Class B Certificates)
5. Investor Default Amount for such Distribution
Date: $__________
6. Required Subordination Draw Amount, if any,
for the preceding Collection Period (or for
such Distribution Date): $__________
__________________________________
1 To be prepared by the Servicer at least 4 Business Days prior to each
Distribution Date and forwarded by the Trustee to each
Certificateholder of record on each Distribution Date pursuant to
Section 5.02(a) of this Series Supplement.
2 After the Series 1994-1 Final Payment Date, such percentage for any
Collection Period shall be the average thereof for each Deposit Date
in the Collection Period.
59
7. Amount of:
(a) Investor Charge-Offs for the preceding
Collection Period: $__________
(b) reimbursements of Investor Charge-Offs
for the preceding Collection Period: $__________
8. Amount of Class A Carryover Amount being paid
or distributed (if any) and amount remaining
(if any):
(a) Distributed: $__________
($____ per $1,000 original principal amount
of Class A Certificates)
(b) Balance: $__________
($____ per $1,000 original principal amount
of Class A Certificates)
9. Amount of Class B Carryover Amount being paid
or distributed (if any) and amount remaining
(if any): $__________
(a) Distributed: $__________
($____ per $1,000 original principal amount
of Class B Certificates)
(b) Balance: $__________
($_____ per $1,000 original principal amount
of Class B Certificates)
10. Pool Balance at end of related Collection
Period: $__________
11. After giving affect to distributions on this
Distribution Date:
(a) Outstanding principal amount of Class A
Certificates: $__________
(b) Outstanding principal amount of Class B
Certificates: $__________
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60
(c) Certificate Balance: $__________
(d) Pool Factor for Class A Certificates(3): __________
(e) Pool Factor for Class B Certificates(4): __________
12. Applicable Interest Rate:
(a) In general:
(1) LIBOR for the period from the
previous Distribution Date to
this Distribution Date was
____%; and
(2) the Net Receivables Rate
was ____%
(b) Class A Rate: LIBOR plus 0.12%
(c) Class B Rate: LIBOR plus 0.33%
13. (a) Amount of Monthly Servicing Fee for the
preceding Collection Period: $__________
($____ per $1,000 original principal amount
of Certificates)
__________________________________
3 Consisting of an eleven-digit decimal expressing the Invested Amount
allocable to the Class A Certificates for such Distribution Date
(determined after taking into account any reduction in the Invested
Amount allocable to the Class A Certificates which will occur on such
Distribution Date) as a percentage of the Adjusted Invested Amount
allocable to the Class A Certificates.
4 Consisting of an eleven-digit decimal expressing the Invested Amount
allocable to the Class B Certificates for such Distribution Date
(determined after taking into account any reduction in the Invested
Amount allocable to the Class B Certificates which will occur on such
Distribution Date) as a percentage of the Adjusted Invested Amount
allocable to the Class B Certificates.
C-3
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(b) Amount of Excess Servicing Fee being
distributed and remaining balance (if
any):
(1) Distributed: $__________
($____ per $1,000 original principal amount
of Certificates)
(2) Balance: $__________
($____ per $1,000 original principal amount
of Certificates)
14. Invested Amount on this Distribution Date
(after giving effect to all distributions
which will occur on such Distribution Date): $__________
15. The Available Subordinated Amount
on the immediately preceding
Distribution Date: $__________
On this Distribution Date: $__________
16. The Incremental Subordinated Amount on the
immediately preceding Distribution Date: $__________
17. The Reserve Fund balance for this
Distribution Date: $__________
18. The Excess Funding Account Balance for this
Distribution Date: $__________(5)
[19. Amount in the Excess Funding Account at the
beginning of an Early Amortization Period or
Initial Amortization Period to be distributed
as a payment of principal in respect to:
(a) Class A Certificates: $__________
__________________________________
5 To be included for each Distribution Date during the Revolving Period
and the Amortization Period.
C-4
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(b) Class B Certificates (only if Class A
Certificates have been paid in full): $__________](6)
20. The Collection Account balance with respect $___________
to this Distribution Date:
21. An Early Amortization Event has occurred: Yes/No
22. The Servicer has elected not to extend the
Initial Principal Payment Date: Yes/No
23. The ratio (expressed as a percentage) of (x)
the average for each month of the net losses
on the Receivables in the Pool(7) during any 3
consecutive calendar months to (y) the
average of the month-end Pool Balances for
such three-month period is: ____%(8)
24. Three-Month Payment Rate for the three (3)
consecutive Collection Periods included in
the period from _______ through ________
Three month Payment Rate:
November
%
__________________________________
(6) To be included for the first Distribution Date in any Early
Amortization Period or Initial Amortization Period.
(7) i.e., gross losses less Recoveries on any Receivables (including,
without limitation, recoveries from Collateral Security in addition to
the products financed by the Receivables, recoveries from
manufacturers, distributors or importers and Insurance Proceeds).
(8) An Early Amortization Event will occur if this ratio exceeds 5% on an
annualized basis unless the ratio requirement is amended or waived
after the Rating Agency Condition has been satisfied.
C-5
63
December %
January: %
Three month Average Payment Rate: %
A Three-Month Payment Rate Trigger has
occurred: No/Yes
25. Portfolio Yield %
26. Inventory Aging as of the end of the
Collection Period:
0 - 120 days %
120 - 180 days %
181 - 270 days %
Over 270 %
27. Optional removal of Receivables aged greater
than 450 days 0.00%
28. Eligible Investments on deposit in the Excess
Funding Account and amounts on deposit in the
Excess Funding Accounts for all other Series
on the Distribution Date as a percentage of
the assets of the Trust:
____%
Has an asset composition Event Occurred:
No
29. Cumulative amount of 491 Day Aged Receivables
made ineligible during Collection Period:
$_________
Cumulative amount of 491 Day Aged Receivables
made Ieligibles from Closing Date to current
Collection Period (pre June 1, 1998) or
during current Origination Period (post
May 31, 1998):
Put Limit: $_________
Has an Early Amortization Event Occurred: $_________
No
C-6
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30. Principal Amount of Receivables subject to a
Participation Interest at end of Collection
Period: $ 0
31. Product Line Breakdown
Bombardier: %
Marine: %
Recreational Vehicles: %
CEA: %
Manufactured Housing: %
Other: %
Total: %
32. Overconcentration Amounts: 0
Designated Manufacturer Concentration:
Industry Overconcentrations: 0
Dealer Overconcentrations: 0
Manufacturer Overconcentrations: 0
Total Overconcentration Amounts: 0
0
33. Total Investor Default Amount allocable to
1997-1 for Collection Period: $________
34. Total Investor Default Amount at end of
Collection Period relating to non payment of
at least $150 of interest due more than 90
days: $________
35. Amount of Receivable purchased by the trust
at a discount during Collection Period: $ 0
36. Has an automatic Addition of Accounts
Occurred: No
37. Pool data on Receivables added as Automatic
Account Additions
C-7
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SCHEDULE 1
Name of Series Depository Institution
1997-1 Account and Account No.
---------------------- ---------------------------
Excess Funding Account Bankers Trust Company/21781
Reserve Fund Bankers Trust Company/21780
