EXHIBIT 10.1.16
CHARMING SHOPPES RECEIVABLES CORP.
Seller
SPIRIT OF AMERICA, INC.
Servicer
and
FIRST UNION NATIONAL BANK
Trustee
on behalf of the Series 2000-VFC Certificateholders
SERIES 2000-VFC SUPPLEMENT
Dated as of November 9, 2000
to
SECOND AMENDED AND RESTATED POOLING AND
SERVICING AGREEMENT
Dated as of November 25, 1997
up to $60,122,700
CHARMING SHOPPES MASTER TRUST
SERIES 2000-VFC
SERIES 2000-VFC 2SUPPLEMENT, dated as of November 9,
2000 (this "Supplement"), by and among CHARMING SHOPPES
RECEIVABLES CORP., a Delaware corporation, as Seller (the
"Seller"), SPIRIT OF AMERICA, INC., as Servicer (the "Servicer"),
and FIRST UNION NATIONAL BANK, as Trustee (the "Trustee") under
the Second Amended and Restated Pooling and Servicing Agreement
dated as of November 25, 1997 among the Seller, the Servicer and
the Trustee (as amended from time to time, the "Agreement").
Section 6.9 of the Agreement provides, among other
things, that the Seller, the Servicer and the Trustee may at any
time and from time to time enter into a supplement to the
Agreement for the purpose of authorizing the delivery by the
Trustee to the Seller for the execution and redelivery to the
Trustee for authentication of one or more Series of Certificates.
Pursuant to this Supplement, the Seller and the Trustee
shall create a new Series of Investor Certificates and shall
specify the Principal Terms thereof.
SECTION 1. Designation.
(a) There is hereby created a Series of Investor Certificates to
be issued in two classes pursuant to the Agreement and this
Series Supplement and to be known together as the "Series 2000-
VFC Certificates." The two classes shall be designated the Class
A Floating Rate Asset Backed Certificates, Series 2000-VFC (the
"Class A Certificates") and the Class B Floating Rate Asset
Backed Certificates, Series 2000-VFC (the "Class B
Certificates"). The Class A Certificates and the Class B
Certificate shall be substantially in the form of Exhibits A-1
and A-2, hereto, respectively.
(b) Series 2000-VFC shall be included in Group One. Series 2000-
VFC shall not be subordinated to any other Series.
SECTION 2. Definitions. In the event that any term or
provision contained herein shall conflict with or be inconsistent
with any provision contained in the Agreement, the terms and
provisions of this Supplement shall govern with respect to this
Series. All Article, Section or subsection references herein
shall mean Article, Section or subsections of the Agreement,
except as otherwise provided herein. All capitalized terms not
otherwise defined herein are defined in the Agreement. Each
capitalized term defined herein shall relate only to the Series
2000-VFC Certificates and no other Series of Certificates or
Receivables Purchase Series issued by the Trust.
"Accrued Costs" means, with respect to any Distribution
Date, the sum of (i) the Class A Monthly Interest for such
Distribution Date, plus (ii) the Class A Additional Amounts, if
any, for such Distribution Date.
"Adjusted Excess Yield Percentage" shall mean, with respect
to any Distribution Date, the excess, if any, of (i) the
Portfolio Yield for the related Due Period over (ii) the Base
Rate for such Distribution Date.
"Administrator" shall mean ING Baring (U.S.) Capital Markets
LLC, as administrator for the initial Class A Purchaser.
"Agent" is defined in Section 18.
"Amortization Period" shall mean, unless an Early
Amortization Event shall have occurred prior thereto, the period
commencing at the close of business on the Purchase Expiration
Date (or such later date as shall have been agreed to by the
Seller and each Series 2000-VFC Certificateholder) and ending on
the earlier to occur of (a) the commencement of the Early
Amortization Period, and (b) the Series 2000-VFC Termination
Date, provided that the Seller may, by written notice to the
Trustee and each Series 2000-VFC Certificateholder (and so long
as the Early Amortization Period has not begun), cause the
Amortization Period to begin on any date earlier than the one
otherwise specified above.
"Available Funds" shall mean, with respect to any
Distribution Date, an amount equal to the sum (without
duplication) of (i) all Collections of Finance Charge Receivables
received during the related Due Period and allocated to the
Series 2000-VFC Certificates, (ii) the interest and earnings on
funds on deposit in the Series Cash Collateral Account and the
Spread Account for such Due Period deposited into the Collection
Account pursuant to Sections 4.16 and 4.17 on the related
Distribution Date and (iii) the amount of any Cap Payment with
respect to such Distribution Date and the amount of any payments
due from the Cap Provider but not paid with respect to any prior
date (to the extent received by the Trustee).
"Available Principal Collections" shall mean, (i) with
respect to any Optional Amortization Date that is not also a
Distribution Date, all Collections of Principal Receivables
previously allocated to the Series 2000-VFC Certificateholders
pursuant to Section 4.5(a)(ii), (a)(iii), (b)(ii) and (b)(iii)
then on deposit in the Collection Account and (ii) with respect
to any Distribution Date, the sum of (a) the Principal Allocation
Percentage of all Collections of Principal Receivables for the
related Due Period minus any such Collections of Principal
Receivables used to make an Optional Amortization, minus the
amount of Reallocated Class B Principal Collections with respect
to such Due Period which pursuant to Section 4.12 are required to
fund the Class A Required Amount, (b) any Shared Principal
Collections with respect to other Series in Group One that are
allocated to Series 2000-VFC in accordance with Section 4.15 for
such Distribution Date, and (c) any other amounts which pursuant
to Section 4.9(a) (v), (vi), (vii) and (viii) or Section 4.11 (to
the extent allocable to the Class A Investor Loss Amount or the
Class A Dilution Amount) for such Due Period (other than such
amounts paid from Reallocated Class B Principal Collections) are
to be treated as Available Principal Collections for such
Distribution Date.
"Available Series Cash Collateral Amount" shall mean with
respect to any date, the amount on deposit in the Series Cash
Collateral Account on such date (such amount calculated before
giving effect to any deposit to, or withdrawal from, the Series
Cash Collateral Account to be made with respect to such date).
"Available Shared Principal Collections" shall mean, with
respect to any date, the amount of Shared Principal Collections
available for distribution in connection with an Optional
Amortization.
"Average Class A Funded Amount" shall mean, with respect to
any Interest Period, the quotient of (a) the sum of the Class A
Funded Amount as of each day in such Interest Period, divided by
(b) the number of days in such Interest Period.
"Average Class B Funded Amount" shall mean, with respect to
any Interest Period, the quotient of (a) the sum of the Class B
Funded Amount as of each day in such Interest Period, divided by
(b) the number of days in such Interest Period.
"Average Maximum Class A Funded Amount" shall mean, with
respect to any Interest Period, the quotient of (a) the sum of
the Maximum Class A Funded Amount as of each day in such Interest
Period, divided by (b) the number of days in such Interest
Period.
"Average Maximum Class B Funded Amount" shall mean, with
respect to any Interest Period, the quotient of (a) the sum of
the Maximum Class B Funded Amount as of each day in such Interest
Period, divided by (b) the number of days in such Interest
Period.
"Base Rate" means, with respect to any Distribution Date,
twelve times the percentage equivalent of a fraction, the
numerator of which is the sum of (i) the Accrued Costs for such
Distribution Date, plus (ii) the Investor Monthly Servicing Fee
for the related Due Period plus (iii) the Class B Monthly
Interest and Class B Additional Amounts payable on the Class B
Certificates, in each case, for such Distribution Date, and the
denominator of which is the Weighted Average Investor Interest
for the related Due Period.
"Breakage Payment" is defined in Section 4.6(c).
"Calculation Date" shall mean the date of any Class A
Incremental Funding and each Distribution Date, in each case,
occurring after the second Distribution Date occurring after the
Closing Date.
"Cap Agreement" shall mean the interest rate cap agreement
dated on or prior to the initial Incremental Funding between
Fashion Service Corp. and the Cap Provider and assigned to the
Trust for the benefit of the Series 2000-VFC Certificateholders
in substantially the form attached hereto as Exhibit E, or any
Replacement Interest Rate Cap therefor.
"Cap Payment" shall mean, with respect to a Distribution
Date, the payment, if any, received from the Cap Provider on the
day preceding such Distribution Date, as determined pursuant to
the Cap Agreement.
"Cap Provider" shall mean the initial counterparty under the
Cap Agreement, or any successor or assign thereto appointed as
provided in the Cap Agreement, in its individual capacity
pursuant to the Cap Agreement, or if any Replacement Interest
Rate Cap is obtained therefor pursuant to Section 4.18, such
replacement cap provider, it being understood that the initial
counterparty and any replacement cap provider shall be required
to have short-term debt obligations which are rated at least A-1
by Standard & Poor's and P-1 by Moody's.
"Cap Replacement Event" shall mean (i) (x) any Cap Provider
shall fail to make any payment required to be made by it pursuant
to the Cap Agreement and such failure shall continue for three
Business Days, (y) the withdrawal of or reduction below A-1 in
the senior unsecured, unguaranteed, short-term debt rating of a
Cap Provider by Standard & Poor's or a withdrawal of or reduction
below P-1 of the unsecured, unguaranteed, short-term debt rating
of a Cap Provider by Moody's, or (z) any Cap Agreement shall
terminate or shall not be extended in connection with the
extension of the Purchase Expiration Date and (ii) the Servicer
shall fail to enter into a Replacement Interest Rate Cap within
30 days of the occurrence of any event described in clause (i).
"Certificate Purchase Agreement" shall mean the Certificate
Purchase Agreement among Seller, Servicer, the Conduit Purchaser,
the Administrator and the Class B Certificateholder, as
supplemented by the Fee Letter referred to (and defined) therein
and as the same may be amended or otherwise modified from time to
time. The Certificate Purchase Agreement is hereby designated a
"Transaction Document" for all purposes of the Agreement and this
Supplement.
"Change in Control" means
(a) as to Seller, Servicer or Originator, any person or
group of related persons (excluding Charming Shoppes and its
Affiliates) gains beneficial ownership of a majority in voting
interest of the outstanding voting stock of Seller, Servicer or
Originator or has caused to be elected a majority of the Board of
Directors of Seller, Servicer or Originator; and
(b) as to Charming Shoppes, any Person, or two or more
Persons acting in concert, shall acquire beneficial ownership
(within the meaning of Rule 13D-3 of the Securities and Exchange
Commission) of 25% or more of the outstanding voting shares of
Charming Shoppes.
"Class A Additional Amounts" is defined in Section 4.6(b).
"Class A Certificate Rate" shall mean, for any Interest
Period, a per annum interest rate which if multiplied by the
Class A Investor Interest as of the last day of such Interest
Period would produce, on the basis of a 360 day year (based on
actual days elapsed), as the case may be, an amount equal to the
Cost of Funds (as defined in the Certificate Purchase Agreement)
for such Interest Period.
"Class A Certificateholder" shall mean each Person in whose
name a Class A Certificate is registered in the Certificate
Register.
"Class A Certificates" shall mean any of the certificates
executed by the Seller and authenticated by or on behalf of the
Trustee, substantially in the form of Exhibit A-1 hereto.
"Class A Fixed Allocation Percentage" shall mean, for any
Due Period during the Fixed Allocation Period, the percentage
equivalent (which percentage shall never exceed 100%) of a
fraction, (a) the numerator of which is the Class A Investor
Interest as of the close of business on the last day of the
Revolving Period and (b) the denominator of which is equal to the
Investor Interest as of the close of business on the last day of
the Revolving Period.
"Class A Floating Allocation Percentage" shall mean, for any
Due Period, the percentage equivalent (which percentage shall
never exceed 100%) of a fraction:
(a) the numerator of which is the Class A Investor
Interest as of the close of business on the last day of the
preceding Due Period; and
(b) the denominator of which is equal to the Investor
Interest as of the close of business on the last day of the
preceding Due Period;
provided that with respect to any Due Period in which an
Incremental Funding occurs:
(x) the numerator determined pursuant to clause (a)
shall be (1) the Class A Investor Interest as of the close
of business on the later of the last day of the prior Due
Period or the preceding Reset Date, for the period from and
including the first day of the current Due Period or the
preceding Reset Date, as applicable, to but excluding the
related Reset Date and (2) the Class A Investor Interest as
of the close of business on such Reset Date, for the period
from and including such Reset Date to the earlier of the
last day of such Due Period (in which case such period shall
include such day) or the next succeeding Reset Date (in
which case such period shall not include such succeeding
Reset Date); and
(y) the denominator determined pursuant to clause (b)
shall be (1) the Investor Interest as of the close of
business on the later of the last day of the prior Due
Period or the preceding Reset Date, for the period from and
including the first day of the current Due Period or
preceding Reset Date, as applicable, to but excluding the
related Reset Date and (2) the Investor Interest as of the
close of business on such Reset Date, for the period from
and including such Reset Date to the earlier of the last day
of such Due Period (in which case such period shall include
such day) or the next succeeding Reset Date (in which case
such period shall not include such succeeding Reset Date);
provided further that, with respect to the first Due Period, the
Closing Date shall be treated as the last day of the preceding
Due Period.
"Class A Funded Amount" shall mean, with respect to any date
of determination, an amount equal to the result of (a) the Class
A Initial Investor Interest, plus (b) the aggregate amount of all
Class A Incremental Funded Amounts for all Class A Incremental
Fundings occurring on or prior to such date, minus (c) the
aggregate amount of principal payments made on the Class A
Certificates prior to such date. As applied to any particular
Class A Certificate, the "Class A Funded Amount" means the
portion of the overall Class A Funded Amount represented by that
Certificate.
"Class A Incremental Funded Amount" shall mean the amount of
the increase in the Class A Funded Amount occurring as a result
of any Class A Incremental Funding, which amount shall equal the
aggregate amount of the purchase price paid by the Conduit
Purchaser with respect to that Class A Incremental Funding
pursuant to the Certificate Purchase Agreement and Section 4
hereof.
"Class A Incremental Funding" shall mean any increase in the
Class A Funded Amount during the Revolving Period made pursuant
to the Certificate Purchase Agreement.
"Class A Initial Investor Interest" shall mean the aggregate
initial principal amount of the Class A Certificates, which is
$0.
"Class A Investor Allocation" shall mean, with respect to
any Due Period or any date during any Due Period, as applicable,
(a) with respect to Loss Amounts and the Series 2000-VFC Investor
Dilution Amount, the Weighted Average Class A Floating Allocation
Percentage, (b) with respect to Collections of Finance Charge
Receivables at any time and Collections of Principal Receivables
during the Revolving Period, the Class A Floating Allocation
Percentage and (c) with respect to Collections of Principal
Receivables during the Fixed Allocation Period, the Class A Fixed
Allocation Percentage.
"Class A Investor Charge-Offs" is defined in
subsection 4.10(a).
"Class A Investor Dilution Amount" shall mean, for any
Distribution Date, an amount equal to the product of (a) the
Series 2000-VFC Investor Dilution Amount for such Distribution
Date and (b) the Weighted Average Class A Floating Allocation for
the related Due Period.
"Class A Investor Interest" shall mean, on any date of
determination, an amount equal to (a) the Class A Funded Amount
on that date, minus (b) the excess, if any, of the aggregate
amount of Class A Investor Charge-Offs pursuant to Section
4.10(a) over Class A Investor Charge-Offs reimbursed pursuant to
Section 4.9(a)(vi), 4.11 or 4.16 prior to such date of
determination; provided that the Class A Investor Interest may
not be reduced below zero.
"Class A Investor Loss Amount" shall mean, with respect to
each Distribution Date, an amount equal to the product of (a) the
Investor Loss Amount for the related Due Period and (b) the
Weighted Average Class A Floating Allocation Percentage
applicable for the related Due Period.
"Class A Monthly Interest" shall mean the monthly interest
distributable in respect of the Class A Certificates as
calculated in accordance with subsection 4.6(a).
"Class A Monthly Principal" shall mean the monthly principal
distributable in respect of the Class A Certificates as
calculated in accordance with subsection 4.7(a).
"Class A Non-Use Fee" is defined in Section 4.6(b).
"Class A Optional Amortization" is defined in Section 4(b).
"Class A Optional Amortization Amount" is defined in Section
4(b).
"Class A Required Amount" is defined in subsection 4.8(a).
"Class A Scheduled Final Payment Date" shall mean the
twelfth Distribution Date following the Purchase Expiration Date
(as defined in the Certificate Purchase Agreement).
"Class B Additional Amounts" is defined in Section 4.6(e).
"Class B Certificate Rate" shall mean, for any Interest
Period, the rate specified in the Certificate Purchase Agreement
as the Class B Certificate Rate for such Interest Period.
"Class B Certificateholder" shall mean each Person in whose
name a Class B Certificate is registered in the Certificate
Register.
"Class B Certificates" shall mean any of the certificates
executed by the Seller and authenticated by or on behalf of the
Trustee, substantially in the form of Exhibit A-2 hereto.
"Class B Fixed Allocation Percentage" shall mean, with
respect to any Due Period during a Fixed Allocation Period, the
excess (if any) of 100% over the Class A Fixed Allocation
Percentage for such Due Period.
"Class B Floating Allocation Percentage" shall mean, with
respect to any Due Period, the excess (if any) of 100% over the
Class A Floating Allocation Percentage for such Due Period.
"Class B Funded Amount" shall mean, with respect to any date
of determination, an amount equal to the result of (a) the Class
B Initial Investor Interest, plus (b) the aggregate amount of all
Class B Incremental Funded Amounts for all Class B Incremental
Fundings occurring on or prior to such date, minus (c) the
aggregate amount of principal payments made to the Class B
Certificateholders prior to such date. As applied to any
particular Class B Certificate, the "Class B Funded Amount" means
the portion of the overall Class B Funded Amount represented by
that Certificate.
"Class B Incremental Funded Amount" shall mean the amount of
each increase in the Class B Funded Amount occurring as a result
of any Class B Incremental Funding, which amount shall equal the
aggregate amount of the purchase price paid by the Class B
Certificateholders with respect to that Class B Incremental
Funding pursuant to the Certificate Purchase Agreement and
Section 4 hereof.
"Class B Incremental Funding" shall mean any increase in the
Class B Funded Amount during the Revolving Period made pursuant
to the Certificate Purchase Agreement and Section 4 hereof.
"Class B Initial Investor Interest" shall mean the aggregate
initial principal amount of the Class B Certificates, which is
$0.
"Class B Investor Allocation" shall mean, with respect to
any Due Period or any date during any Due Period, as applicable,
(a) with respect to Loss Amounts and the Series 2000-VFC Investor
Dilution Amount, the Weighted Average Class B Floating Allocation
Percentage, (b) with respect to Collections of Finance Charge
Receivables at any time and Collections of Principal Receivables
during the Revolving Period, the Class B Floating Allocation
Percentage and (c) with respect to Collections of Principal
Receivables during the Fixed Allocation Period, the Class B Fixed
Allocation Percentage.
"Class B Investor Charge-Offs" is defined in
subsection 4.10(b).
"Class B Investor Dilution Amount" shall mean, for any
Distribution Date, an amount equal to the product of (a) the
Series 2000-VFC Investor Dilution Amount for such Distribution
Date and (b) the Weighted Average Class B Floating Allocation for
the related Due Period.
"Class B Investor Interest" shall mean, on any date of
determination, an amount equal to (a) the Class B Funded Amount
on such date, minus (b) the aggregate amount of Class B Investor
Charge-Offs for all prior Distribution Dates pursuant to
subsection 4.10(b), minus (c) the aggregate amount of Reallocated
Class B Principal Collections allocated pursuant to subsection
4.12 on all prior Distribution Dates, minus (d) an amount equal
to the amount by which the Class B Investor Interest has been
reduced on all prior Distribution Dates pursuant to subsection
4.10(a) and plus (e) the aggregate amount of Available Funds and
Shared Excess Finance Charge Collections allocated and available
on all prior Distribution Dates pursuant to subsections 4.9 and
4.11 for the purpose of reimbursing amounts deducted pursuant to
the foregoing clauses (b), (c) and (d); provided, however, that
the Class B Investor Interest may not be reduced below zero.
"Class B Investor Loss Amount" shall mean, with respect to
each Distribution Date, an amount equal to the product of (a) the
Investor Loss Amount for the related Due Period and (b) the
Weighted Average Class B Floating Allocation Percentage
applicable for the related Due Period.
"Class B Monthly Interest" shall mean the monthly interest
distributable in respect of the Class B Certificates as
calculated in accordance with subsection 4.6(d).
"Class B Monthly Principal" shall mean the monthly principal
distributable in respect of the Class B Certificates as
calculated in accordance with subsection 4.7(b).
"Class B Non-Use Fee" is defined in Section 4.6(e).
"Class B Optional Amortization" is defined in Section 4(e).
"Class B Optional Amortization Amount" is defined in Section
4(e).
"Closing Date" shall mean November 9, 2000.
"Conduit Purchaser" shall mean Monte Rosa Capital
Corporation, a Delaware Corporation.
"Controlled Amortization Amount" shall mean for any
Distribution Date with respect to the Amortization Period prior
to the payment in full of the Class A Investor Interest, the
Class A Investor Interest as of the close of business on the last
day of the Revolving Period divided by twelve.
"Controlled Amortization Shortfall" initially shall mean
zero and thereafter shall mean, with respect to any Due Period
during the Amortization Period, the excess, if any, of the
Controlled Payment Amount for the previous Due Period over the
amounts distributed pursuant to Section 4.9(c)(i) with respect to
the Class A Certificates for the previous Due Period.
"Controlled Payment Amount" shall mean, with respect to any
Distribution Date, the sum of (a) the Controlled Amortization
Amount for such Distribution Date and (b) any existing Controlled
Amortization Shortfall; provided that (a) Seller may designate
any amount greater than the foregoing as the Controlled Payment
Amount upon five Business Days' notice to the Series 2000-VFC
Certificateholders prior to the related Distribution Date and (b)
in no event will the Controlled Payment Amount exceed the Class A
Investor Interest.
"Controlling Certificateholders" shall mean (a) on any date
of determination on which the Class A Investor Interest is
greater than zero, Class A Certificateholders owning Class A
Certificates evidencing more than 50% of the sum of the Class A
Investor Interest, and (b) thereafter, Class B Certificateholders
owning Class B Certificates evidencing more than 50% of the Class
B Investor Interest.
"Cumulative Principal Shortfall" shall mean the sum of the
Principal Shortfalls (as such term is defined in each of the
related Supplements or Receivables Purchase Agreement) for each
Series in Group One that are Principal Sharing Series.
"Early Amortization Period" shall mean the period commencing
at the close of business on the Business Day immediately
preceding the day on which an Early Amortization Event with
respect to Series 2000-VFC is deemed to have occurred, and ending
on the Series 2000-VFC Termination Date.
"Enhancement" shall mean with respect to the Class A
Certificates, the subordination of the Class B Certificates, the
Series Cash Collateral Account and the Spread Account.
"Enhancement Provider" shall mean the Class B
Certificateholders.
"Enhancement Surplus" shall mean, with respect to any
Distribution Date, the excess, if any, of (a) the Specified
Enhancement Amount (after giving effect to any reductions made
with respect to such date other than as the result of the
existence of an Enhancement Surplus) over (b) the Required
Enhancement Amount.
"Finance Charge Shortfall" is defined in subsection 4.14(b).
"Fixed Allocation Percentage" shall mean, with respect to
any Due Period, the percentage equivalent of a fraction (a) the
numerator of which is the Investor Interest as of the close of
business on the last day of the Revolving Period and (b) the
denominator of which is the greater of (i) the aggregate amount
of Principal Receivables in the Trust determined as of the close
of business on (A) if only one Series is outstanding the last day
of the Revolving Period and (B) if more than one Series is
outstanding, the last day of the prior Due Period and (ii) the
sum of the numerators used to calculate the Investor Percentages
for allocations with respect to Principal Receivables for all
outstanding Series on such date of determination; provided that
with respect to any Due Period in which a Reset Date occurs, (x)
the denominator determined pursuant to subclause (b)(i) shall be
(1) the aggregate amount of Principal Receivables in the Trust as
of the close of business on the later of the last day of the
prior Due Period or the preceding Reset Date, for the period from
and including the first day of the current Due Period or the
preceding Reset Date, as applicable, to but excluding such Reset
Date and (2) the aggregate amount of Principal Receivables in the
Trust as of the close of business on such Reset Date, for the
period from and including such Reset Date to the later of the
last day of such Due Period (in which case such period shall
include such day) or the next succeeding Reset Date (in which
case such period shall not include such succeeding Reset Date)
and (y) the denominator determined pursuant to subclause (b)(ii)
shall be (1) the sum of the numerators used to calculate the
Investor Percentages for allocations with respect to Principal
Receivables for all outstanding Series as of the close of
business on the later of the last day of the prior Due Period or
the preceding Reset Date, for the period from and including the
first day of the current Due Period or the preceding Reset Date,
as applicable, to but excluding such Reset Date and (2) the sum
of the numerators used to calculate the Investor Percentages for
allocations with respect to Principal Receivables for all
outstanding Series as of the close of business on such Reset
Date, for the period from and including such Reset Date to the
earlier of the last day of such Due Period (in which case such
period shall include such day) or the next succeeding Reset Date
(in which case such period shall not include such succeeding
Reset Date).
"Fixed Allocation Period" shall mean the Amortization Period
or the Early Amortization Period.
"Fixed Period" is defined in Section 4.6(a).
"Fixed Principal Allocation Date" shall mean the earlier of
(a) the date on which an Early Amortization Event with respect to
Series 2000-VFC is deemed to have occurred; and (b) the date on
which the Amortization Period with respect to Series 2000-VFC
commences.
"Floating Allocation Percentage" shall mean, with respect to
any Due Period, the percentage equivalent of a fraction:
(a) the numerator of which is the Investor Interest as
of the close of business on the last day of the preceding
Due Period; and
(b) the denominator of which is the greater of (i) the
aggregate amount of Principal Receivables in the Trust as of
the close of business on the last day of the preceding Due
Period and (ii) the sum of the numerators used to calculate
the Investor/Purchaser Percentages for such Due Period
allocations with respect to Finance Charge Receivables,
Series Dilution Amounts, Principal Receivables or Loss
Amounts, as applicable, for all outstanding Series on such
date of determination in subclause (b)(i);
provided that with respect to any Due Period in which a Reset
Date occurs:
(x) if such Reset Date is the result of an Incremental
Funding, the numerator determined pursuant to clause (a)
shall be (1) the Investor Interest as of the close of
business on the later of the last day of the preceding Due
Period or the preceding Reset Date, for the period from and
including the first day of the current Due Period or the
preceding Reset Date, as applicable, to but excluding such
Reset Date and (2) the Investor Interest as of the close of
business on such Reset Date, for the period from and
including such Reset Date to the earlier of the last day of
such Due Period (in which case such period shall include
such day) or the next succeeding Reset Date (in which case
such period shall not include such succeeding Reset Date);
(y) the denominator determined pursuant to subclause
(b)(i) shall be (1) the aggregate amount of Principal
Receivables in the Trust as of the close of business on the
later of the last day of the preceding Due Period or the
preceding Reset Date, for the period from and including the
first day of the current Due Period or preceding Reset Date,
as applicable, to but excluding such Reset Date and (2) the
aggregate amount of Principal Receivables in the Trust as of
the close of business on such Reset Date, for the period
from and including such Reset Date to the earlier of the
last day of such Due Period (in which case such period shall
include such day) or the next succeeding Reset Date (in
which case such period shall not include such succeeding
Reset Date); and
(z) the denominator determined pursuant to subclause
(b)(ii) shall be (1) the sum of the numerators used to
calculate the Investor/Purchaser Percentages for all
outstanding Series for allocations with respect to Finance
Charge Receivables, Loss Amounts or Principal Receivables,
as applicable, for all such Series as of the close of
business on the later of the last day of the preceding Due
Period or the preceding Reset Date, for the period from and
including the first day of the current Due Period or
preceding Reset Date, as applicable, to but excluding such
Reset Date and (2) the sum of the numerators used to
calculate the Investor/Purchaser Percentages for all
outstanding Series for allocations with respect to Finance
Charge Receivables, Loss Amounts, Series Dilution Amounts or
Principal Receivables, as applicable, for all such Series as
the close of business on such Reset Date, for the period
from and including such Reset Date to the earlier of the
last day of such Due Period (in which case such period shall
include such day) or the next succeeding Reset Date (in
which case such period shall not include such succeeding
Reset Date).
provided further that with respect to the first Due Period, the
Closing Date shall be treated as the last day of the preceding
Due Period.
"Funding Tranche" is defined in Section 4.6(a).
"Group One" shall mean Series 2000-VFC and each other Series
specified in the related Supplement or Receivables Purchase
Agreement to be included in Group One.
"Incremental Funding" shall mean a Class A Incremental
Funding or a Class B Incremental Funding.
"Initial Investor Interest" shall mean the sum of the
Class A Initial Investor Interest and the Class B Initial
Investor Interest.
"Interest Period" shall mean, with respect to any
Distribution Date, the period from and including the previous
Distribution Date through the day preceding such Distribution
Date, except that the initial Interest Period shall be the period
from and including the Closing Date through the day preceding the
initial Distribution Date.
"Investor Interest" shall mean, with respect to any date of
determination, an amount equal to the sum of (a) the Class A
Investor Interest, and (b) the Class B Investor Interest for such
date.
"Investor Loss Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) the
aggregate of the Loss Amounts for the related Due Period and
(b) the Floating Allocation Percentage for such Due Period.
"Investor Monthly Servicing Fee" is defined in Section 3 of
this Supplement.
"Investor/Purchaser Percentage" shall mean, with respect to
Collections of Principal Receivables, the Principal Allocation
Percentage, with respect to Collections of Finance Charge
Receivables, the Floating Allocation Percentage, and with respect
to Loss Amounts or Series Dilution Amounts, the Weighted Average
Investor Floating Allocation Percentage.
"Liquidity Purchaser" is defined in the Certificate Purchase
Agreement.
"Maximum Class A Funded Amount" shall mean, as of any day,
$49,000,000, as such amount may be increased or decreased from
time to time pursuant to Section 6 of this Supplement. As applied
to any particular Class A Certificate, the "Maximum Class A
Funded Amount" means the portion of the overall Maximum Class A
Funded Amount represented by that Certificate.
"Maximum Class B Funded Amount" shall mean, as of any day,
(x) $11,122,700, as such amount may be increased or decreased
from time to time pursuant to the Certificate Purchase Agreement.
As applied to any particular Class B Certificate, the "Maximum
Class B Funded Amount" means the portion of the overall Maximum
Class B Funded Amount represented by that Certificate.
"Minimum Seller Interest" shall mean, for Series 2000-VFC,
zero.
"Monthly Interest" shall mean, with respect to any
Distribution Date, the sum of (a) the Class A Monthly Interest
and (b) the Class B Monthly Interest, each with respect to such
Distribution Date.
"Optional Amortization" shall mean a Class A Optional
Amortization or Class B Optional Amortization.
"Optional Amortization Date" is defined in Section 4(b) of
this Supplement.
"Optional Amortization Notice" is defined in Section 4(b) of
this Supplement.
"Portfolio Yield" shall mean, with respect to any Due
Period, the annualized percentage equivalent of a fraction, the
numerator of which is an amount equal to the sum (without
duplication) of (a) the Floating Allocation Percentage of
Collections of Finance Charge Receivables for such Due Period,
and (b) the amount of any interest and earnings on each of the
Series Cash Collateral Account and the Spread Account deposited
in the Collection Account pursuant to Sections 4.16 and 4.17 on
the related Distribution Date, such sum to be calculated on a
cash basis after subtracting the Investor Loss Amount for such
Due Period, and the denominator of which is the Weighted Average
Investor Interest for such Due Period.
"Principal Allocation Percentage" shall mean, (a) with
respect to any Due Period (including any day within such Due
Period) occurring prior to the Fixed Principal Allocation Date,
the Floating Allocation Percentage for such Due Period, and
(b) with respect to any Due Period (including any day within such
Due Period) occurring on or after the Fixed Principal Allocation
Date, the Fixed Allocation Percentage for such Due Period.
"Principal Shortfall" shall mean, as the context requires,
any of the following: (a) on any Distribution Date with respect
to the Amortization Period, the amount by which the Controlled
Payment Amount for the prior Due Period exceeds the amount of
Available Principal Collections for such Distribution Date
(excluding any portion thereof attributable to Shared Principal
Collections); and (b) on any Distribution Date with respect to
the Early Amortization Period, the amount by which the sum of the
Investor Interest exceeds the Available Principal Collections for
such Distribution Date (excluding any portion thereof
attributable to Shared Principal Collections).
"Purchase Expiration Date" is defined in the Certificate
Purchase Agreement.
"Rating Agency Condition" shall mean for purposes of this
Series 2000-VFC, with respect to any action, that each rating
agency then rating the Commercial Paper (as defined in the
Certificate Purchase Agreement) issued by the Conduit Purchaser
shall have notified the Conduit Purchaser in writing that such
action will not result in a reduction or withdrawal of its rating
on the Commercial Paper; it being understood that the
Administrator shall be deemed to be the "Rating Agency" solely
for purposes of receiving notices of any proposed action that
requires satisfaction of the Rating Agency Condition.
"Reallocated Class B Principal Collections" shall mean, with
respect to any Distribution Date, Collections of Principal
Receivables allocated to the Class B Investor Interest applied in
accordance with subsection 4.12 in an amount not to exceed the
amount described in subsection 4.5(a)(ii) during the Revolving
Period and subsection 4.5(b)(ii) during the Accumulation Period;
provided, however, that such amount shall not exceed the Class B
Investor Interest after giving effect to any Class B Investor
Charge-Offs for such Distribution Date.
"Record Date" shall mean, for purposes of Series 2000-VFC
with respect to any Distribution Date or Optional Amortization
Date, the date falling five Business Days prior to such date.
"Refinancing Date" is defined in Section 4(c).
"Replacement Interest Rate Cap" shall mean any replacement
interest cap having substantially similar terms and conditions as
the Cap Agreement that it replaces.
"Required B Enhancement Multiplier" shall mean (i) if a Cap
Replacement Event shall have occurred, until such time as a
Replacement Interest Rate Cap shall have been entered into,
0.227, and (ii) otherwise 0.19.
"Required CCA Enhancement Multiplier" shall mean (i) if a
Cap Replacement Event shall have occurred, until such time as a
Replacement Interest Rate Cap shall have been entered into,
0.185, and (ii) otherwise 0.160.
"Required Class B Amount" shall mean, as of any date of
determination, the result of the following calculation:
(a) divide the Available Series Cash Collateral Amount by
the Required CCA Enhancement Multiplier;
(b) determine the excess, if any, of the Class A Investor
Interest over the amount determined pursuant to clause
(a);
(c) multiply the amount determined pursuant to clause (b)
by the Required B Enhancement Multiplier, the product
of which multiplication shall be the Required Class B
Amount.
"Required Class B Floor Amount" shall mean, as of any date
of determination, the result of the following calculation:
(a) divide the Available Series Cash Collateral Amount by
0.01;
(b) determine the excess, if any, of the Class A Investor
Interest as of the close of business on the last day of
the Revolving Period over the amount determined
pursuant to clause (a);
(c) multiply the amount determined pursuant to clause (b)
by 0.03, the product of which multiplication shall be
the Required Class B Floor Amount.
"Required Draw Amount" is defined in Section 4.16 of this
Supplement.
"Required Enhancement Amount" shall mean, with respect to
any date of determination, the greater of (i) the sum of (x) the
Available Series Cash Collateral Amount, plus (y) the Required
Class B Amount and (ii) the Required Enhancement Floor.
"Required Enhancement Floor" shall mean, with respect to any
date of determination occurring after the conclusion of the
Revolving Period, an amount equal to the sum of (x) the Available
Series Cash Collateral Amount and (y) the Required Class B Floor
Amount.
"Required Spread Account Amount" means (x) with respect to
any Calculation Date on which the Class A Investor Interest is
greater than zero, (i) the Spread Account Percentage times (ii)
the Investor Interest as of the related Calculation Date (after
giving effect to any Incremental Funding on such date), except
that if the Spread Account Percentage under clause (i) and the
Investor Interest under clause (ii) are calculated on any date
after the conclusion of the Revolving Period, such percentage and
amount shall be calculated as of the close of business on the
last day of the Revolving Period, and (y) otherwise, zero.
"Reset Date" shall mean the occurrence of (a) any Addition
Date, (b) any Removal Date, (c) a date on which an Incremental
Funding occurs, (d) any Optional Amortization Date or (e) any
date on which a new Series is issued.
"Revolving Period" shall mean the period from and including
the Closing Date to, but not including, the earlier of (a) the
day the Amortization Period commences or (b) the day the Early
Amortization Period commences.
"Series Account" means the Series Cash Collateral Account.
"Series Cash Collateral Account" is defined in Section
4.16(a).
"Series Investor Interest" shall mean, on any date of
determination, an amount equal to the sum of (i) the Class A
Investor Interest and (ii) the Class B Investor Interest.
"Series 2000-VFC" shall mean the Series of the Charming
Shoppes Master Trust represented by the Series 2000-VFC
Certificates.
"Series 2000-VFC Certificateholder" shall mean the Holder of
record of any Series 2000-VFC Certificates.
"Series 2000-VFC Certificates" shall mean the Class A
Certificates and the Class B Certificates.
"Series Early Amortization Event" is defined in Section 10
of this Supplement.
"Series 2000-VFC Investor Dilution Amount" shall mean, with
respect to any Distribution Date, an amount equal to the product
of (a) the Series Percentage for the related Due Period and (b)
any Series Dilution Amount remaining after giving effect to any
addition of Accounts and other actions taken pursuant to Sections
4.3(d) and 2.6.
"Series 2000-VFC Termination Date" shall mean the earliest
to occur of (a) the first date following the end of the Revolving
Period on which the Series 2000-VFC Certificates are paid in
full, (b) the forty-second Distribution Date following the Class
A Scheduled Final Payment Date, or (c) the date of termination of
the Trust pursuant to Section 12.1.
"Series 2000-VFC Unfunded Dilution Amount" shall mean, on
any Distribution Date, an amount equal to any unfunded Series
2000-VFC Investor Dilution Amount remaining after application of
Available Funds pursuant to subsection 4.9(a) and Shared Excess
Finance Charge Collections in accordance with Section 4.11.
"Series Servicing Fee Percentage" shall mean 2.0%.
"Shared Excess Finance Charge Collections" shall mean, with
respect to any Distribution Date, as the context requires, either
(a) the aggregate amount of Collections of Finance Charge
Receivables allocated to the Series 2000-VFC Certificates but
available to cover Finance Charge Shortfalls for other Series in
Group One, if any, or (b) the aggregate amount of Collections of
Finance Charge Receivables and other amounts allocable to other
Series in Group One in excess of the amounts necessary to make
required payments with respect to such Series, if any, and
available to cover any Finance Charge Shortfall with respect to
the Series 2000-VFC Certificates as described in Section 4.14.
"Shared Principal Collections" shall mean, as the context
requires, either (a) the amount allocated to the Series 2000-VFC
Certificates which may be applied to cover Principal Shortfalls
with respect to other outstanding Series in Group One, or (b) the
amounts allocated to the Investor Certificates of other Series in
Group One that the applicable Supplements for such Series specify
are to be treated as "Shared Principal Collections" and which may
be applied to cover Principal Shortfalls with respect to the
Series 2000-VFC Certificates pursuant to Section 4.15.
"Specified Enhancement Amount" shall mean, at any time, the
sum of the Available Series Cash Collateral Amount plus the Class
B Investor Interest.
"Spread Account" is defined in Section 4.17 of this
Supplement.
"Spread Account Amount" shall mean with respect to any date,
the amount on deposit in the Spread Account on such date (such
amount calculated before giving effect to any deposit to, or
withdrawal from, the Spread Account to be made with respect to
such date).
"Spread Account Percentage" shall mean, with respect to any
Calculation Date, the "Required Percentage" set forth in the
right column of the table set forth below that corresponds to the
applicable range for the Tested Percentage in effect for the
preceding Distribution Date (or if such Calculation Date is also
a Distribution Date, for such Distribution Date):
Tested Percentage Required Percentage
greater than 5.0% 0.0%
greater than 4.0% but less
than or equal to 5.0% 2.0%
greater than 3.0% but less
than or equal to 4.0% 3.0%
greater than 2.0% but less
than or equal to 3.0% 4.0%
less than or equal to 2.0% 5.0%
*If the "Required Percentage" is increased for any
Distribution Date, the "Required Percentage" for any succeeding
Distribution Date shall not be decreased until the applicable
Tested Percentage falls within the range specified for a lower
"Required Percentage" for three consecutive Distribution Periods;
provided that the Required Percentage shall not be reduced if the
Early Amortization Period shall have commenced.
"Tested Percentage" means, with respect to any Calculation
Date, the average of the Adjusted Excess Yield Percentages for
the three most recent Distribution Dates (including such
Calculation Date).
"Weighted Average Class A Floating Allocation Percentage"
shall mean, for any Due Period, the quotient of (a) the sum of
the Class A Floating Allocation Percentage determined as of each
day in that Due Period, divided by (b) the number of days in that
Due Period.
"Weighted Average Class A Investor Interest" shall mean, for
any Due Period, the quotient of (a) the sum of the Class A
Investor Interest determined as of each day in that Due Period,
divided by (b) the number of days in that Due Period.
"Weighted Average Class B Floating Allocation Percentage"
shall mean, for any Due Period, the quotient of (a) the sum of
the Class B Floating Allocation Percentage determined as of each
day in that Due Period, divided by (b) the number of days in that
Due Period.
"Weighted Average Class B Investor Interest" shall mean, for
any Due Period or Interest Period, as applicable, the quotient of
(a) the sum of the Class B Investor Interest determined as of
each day in that Due Period or Interest Period, as applicable,
divided by (b) the number of days in that Due Period, or Interest
Period, as applicable.
"Weighted Average Investor Floating Allocation Percentage"
shall mean, for any Due Period, the quotient of (a) the sum of
the Floating Allocation Percentages determined as of each day in
that Due Period, divided by (b) the number of days in that Due
Period.
"Weighted Average Investor Interest" shall mean, for any Due
Period, the quotient of (a) the sum of the Investor Interest
determined as of each day in that Due Period, divided by (b) the
number of days in that Due Period.
"Write Down Accrual" shall mean, for any Payment Date, an
amount equal to the product of (x) the Class A Certificate Rate
for the related Interest Period times (y) the Write Down Amount
for the preceding Distribution Date times (z) a fraction, the
numerator of which is the actual number of days in the related
Interest Period and the denominator of which is 360.
"Write Down Amount" shall mean, for any Distribution Date,
the amount, if any, by which the Class A Funded Amount exceeded
the Class A Investor Interest as of such Distribution Date after
giving effect to all payments and allocations of Class A Investor
Charge-Offs on such Distribution Date.
SECTION 3. Servicing Compensation. The share of the Monthly
Servicing Fee allocable to Series 2000-VFC with respect to any
Due Period (the "Investor Monthly Servicing Fee") shall be equal
to one-twelfth of the product of (i) the Series Servicing Fee
Percentage and (ii) the Weighted Average Investor Interest for
such Due Period. The share of the Monthly Servicing Fee
allocable to the Seller or the Certificateholders of other Series
shall be paid from the cash flows of the Trust allocated to the
Seller or Certificateholders of other Series (as provided in the
related Supplements or Receivables Purchase Agreements) and in no
other event shall the Trust, the Trustee or the Investor
Certificateholders be liable therefor. The Investor Monthly
Servicing Fee shall be payable to the Servicer solely to the
extent amounts are available for distribution in respect thereof
pursuant to subsections 4.9(a)(iv) and 4.11.
SECTION 4. Variable Funding Mechanics. (a) Class A
Incremental Fundings. From time to time during the Revolving
Period, the Seller and the Servicer may notify the Agent and the
Conduit Purchaser that a Class A Incremental Funding will occur,
subject to the conditions of the Certificate Purchase Agreement,
on the third or any later subsequent Business Day by delivering a
Notice of Incremental Funding (as defined in the Certificate
Purchase Agreement) executed by the Seller and the Servicer to
the Administrator, specifying the amount of such Class A
Incremental Funding (which shall be a minimum of $100,000 (or, in
the case of the initial funding hereunder, $500,000)) or a higher
integral multiple thereof, except that a Class A Incremental
Funding may be requested in the entire remaining Maximum Class A
Funded Amount) and the Business Day upon which such Class A
Incremental Funding is to occur. Upon the occurrence of any Class
A Incremental Funding, the Class A Floating Allocation
Percentage, the Class A Investor Interest, the Floating
Allocation Percentage, the Investor Interest and the Class A
Funded Amount shall increase as provided herein.
(b) Class A Optional Amortization. On any Business Day in the
Revolving Period or the Amortization Period, the Seller may cause
the Servicer to provide notice to the Trustee and the affected
Holders (an "Optional Amortization Notice") at least three
Business Days prior to any Business Day (the "Optional
Amortization Date") stating its intention to cause a full or
partial amortization of the Class A Certificates (a "Class A
Optional Amortization") with Available Principal Collections
and/or Available Shared Principal Collections on the Optional
Amortization Date, in an amount (the "Class A Optional
Amortization Amount") of not less than $100,000 or a higher
integral multiple thereof, except that the Class A Optional
Amortization Amount may equal the entire Class A Funded Amount.
The Optional Amortization Notice shall state the Optional
Amortization Date, the Class A Optional Amortization Amount and
the allocation of such Class A Optional Amortization Amount among
the various outstanding Funding Tranches. The Class A Optional
Amortization Amount shall be paid from Available Principal
Collections and/or Available Shared Principal Collections.
Allocation of the Class A Optional Amortization Amount among the
various outstanding Funding Tranches shall be at the discretion
of the Seller, and accrued interest and any Class A Additional
Amounts on the affected Funding Tranches shall be payable on the
first Distribution Date on or after the related Optional
Amortization Date. On the Business Day prior to each Optional
Amortization Date, the Servicer shall instruct the Trustee in
writing (which writing shall be substantially in the form of
Exhibit B) to withdraw Available Principal Collections and/or
Available Shared Principal Collections from the Collection
Account in an aggregate amount sufficient to pay the Class A
Optional Amortization Amount on that Optional Amortization Date
and the Trustee, acting in accordance with such instructions,
shall on such Optional Amortization Date distribute such Class A
Optional Amortization Amount to the Class A Certificateholders
pursuant to Section 5.1. Notwithstanding the foregoing, no Class
A Optional Amortization shall be made during any Due Period if
the effect of such Class A Optional Amortization would be to
cause any portion of the Class A Required Amount to remain
unfunded on the related Distribution Date after giving effect to
all applications of funds on such Distribution Date.
(c) Refinanced Optional Amortization. On any Business Day in
the Revolving Period or the Amortization Period, the Seller may,
with the consent of each affected Series 2000-VFC
Certificateholder, cause the Servicer to provide notice to the
Trustee and all Series 2000-VFC Certificateholders at least three
Business Days prior to any Business Day (the "Refinancing Date")
stating its intention to cause the Class A Investor Interest
and/or the Class B Investor Interest to be prepaid in full or in
part on the Refinancing Date by causing the Investor Interest, as
applicable, to be conveyed to one or more Persons (who may be the
Holders of a new Series issued substantially contemporaneously
with such prepayment) for a cash purchase price in an amount
equal to the sum of (i) the Investor Interest (or the portion
thereof that is being conveyed), plus (ii) accrued and unpaid
interest on the Investor Interest (or the portion thereof that is
being conveyed) through the Refinancing Date, plus (iii) any
accrued and unpaid Class A Non-Use Fees and Class A Additional
Amounts in respect of the Class A Investor Interest (or portion
thereof that is being conveyed) through the Refinancing Date,
plus (iv) if any part of the Investor Interest attributable to
the Class B Investor Interest is being conveyed, any accrued and
unpaid Class B Non-Use Fees and Class B Additional Amounts in
respect of the Class B Investor Interest (or portion thereof that
is being conveyed) through the Refinancing Date. In the case of
any such conveyance, the purchase price shall be deposited in the
Collection Account and shall be distributed to the applicable
Series 2000-VFC Holders on the Refinancing Date in accordance
with the terms of this Supplement and the Agreement, except that
any portion of such purchase price may be applied to reduce the
Class B Investor Interest if and only to the extent that the
Specified Enhancement Amount, after giving effect to such
conveyance, other applications of the purchase price, and any
concurrent reduction in the Class A Funded Amount, shall not be
less than the Required Enhancement Amount).
(d) Class B Incremental Fundings. From time to time during the
Revolving Period, the Seller and the Servicer may notify the
Class B Certificateholders that a Class B Incremental Funding
will occur, subject to the conditions of the Certificate Purchase
Agreement, on the next Distribution Date or on the date of any
Class A Incremental Funding pursuant to paragraph (a) above by
delivering a Notice of Incremental Funding (as defined in the
Certificate Purchase Agreement) executed by the Seller and the
Servicer to the Class B Certificateholders, specifying the amount
of such Class B Incremental Funding and the Business Date upon
which such Class B Incremental Funding is to occur. Upon the
occurrence of any Class B Incremental Funding, the Class B
Floating Allocation Percentage, the Class B Investor Interest,
the Floating Allocation Percentage, the Class B Funded Amount and
the Investor Interest shall increase as provided herein.
(e) Class B Optional Amortization. If on any Optional
Amortization Date, the Specified Enhancement Amount (after giving
effect to any Class A Optional Amortization to occur on such
date) will be greater than the Required Enhancement Amount, if so
specified in any Optional Amortization Notice delivered to the
Trustee pursuant to paragraph (b) above, the Seller may cause a
full or partial amortization of the Class B Certificates (a
"Class B Optional Amortization") up to (but not in excess of) the
amount of such Enhancement Surplus with Available Principal
Collections and/or Available Shared Principal Collections on the
Optional Amortization Date, in an amount (the "Class B Optional
Amortization Amount"), except that the Class B Optional
Amortization Amount may equal the entire Class B Funded Amount if
otherwise permitted pursuant to this sentence. The Optional
Amortization Notice shall state the Optional Amortization Date
and the Class B Optional Amortization Amount. The Class B
Optional Amortization Amount shall be paid from Available
Principal Collections and/or Available Shared Principal
Collections. Accrued interest and any Class B Additional Amounts
shall be payable on the first Distribution Date on or after the
related Optional Amortization Date. On the Business Day prior to
each Optional Amortization Date, the Servicer shall instruct the
Trustee in writing (which writing shall be substantially in the
form of Exhibit B) to withdraw Available Principal Collections
and/or Available Shared Principal Collections from the Collection
Account in an aggregate amount sufficient to pay the Class B
Optional Amortization Amount on that Optional Amortization Date
and the Trustee, acting in accordance with such instructions,
shall on such Optional Amortization Date distribute such Class B
Optional Amortization Amount to the applicable Investor
Certificateholders pursuant to Section 5.1. Notwithstanding the
foregoing, no Class B Optional Amortization shall be made during
any Due Period if the effect of such Class B Optional
Amortization would be to cause any portion of the Class A
Required Amount to remain unfunded on the related Distribution
Date after giving effect to all applications of funds on such
Distribution Date.
SECTION 5. Optional Repurchase; Reassignment and Termination
Provisions. The Series 2000-VFC Certificates shall be subject to
transfer to the Servicer at its option on any Distribution Date,
on or after the Distribution Date on which the Investor Interest
is permanently reduced to an amount less than or equal to 10% of
the sum of the Maximum Class A Funded Amount plus the Maximum
Class B Funded Amount by deposit into the Collection Account of a
final distribution for application in accordance with Section
12.3 in an amount which shall be equal to the sum of (i) the
Investor Interest, plus (ii) accrued and unpaid interest on the
Series 2000-VFC Certificates through the day preceding the
Distribution Date on which the purchase occurs, plus (iii) any
accrued and unpaid Class A Non-Use Fees and Class A Additional
Amounts in respect of the Class A Certificates through the day
preceding the Distribution Date on which the repurchase occurs
plus (iv) any accrued and unpaid Class B Non-Use Fees and Class B
Additional Amounts in respect of the Class B Certificates through
the day preceding the Distribution Date on which the repurchase
occurs. Upon the tender of the outstanding Series 2000-VFC
Certificates by the Holders, the Trustee shall distribute the
amounts, to the Series 2000-VFC Holders on the next Distribution
Date in repayment of the principal amount and accrued and unpaid
interest and other amounts owing to the Series 2000-VFC Holders.
Following payment of the aggregate purchase price as provided
above, the Series 2000-VFC Holders shall have no further rights
with respect to the Receivables. In the event that the Servicer
fails for any reason to deposit in the Collection Account the
aggregate purchase price for the Investor Certificates, payments
shall continue to be made to the Series 2000-VFC Holders in
accordance with the terms of the Agreement and this Supplement.
The Servicer shall not be permitted to effect an optional
repurchase pursuant to this Section 5 unless, after payment of
the amount specified above, the Class A Funded Amount shall have
been paid in full.
SECTION 6. Maximum Funded Amounts. The initial Maximum Class
A Funded Amount of each Class A Certificate is as set forth on
the related Class A Certificate. The Maximum Class A Funded
Amount of each Class A Certificate may be reduced or increased
from time to time as provided in the Certificate Purchase
Agreement. Increases and decreases in the overall Maximum Class A
Funded Amount shall be made ratably among the various Class A
Certificates. The Maximum Class B Funded Amount may be reduced
or increased from time to time (with notice to the Administrator)
as provided in the Certificate Purchase Agreement.
SECTION 7. Delivery and Payment for the Series 2000-VFC
Certificates. (a) The Seller shall execute and deliver the
Series 2000-VFC Certificates (in definitive, fully registered
form) to the Trustee for authentication in accordance with
Section 6.1 of the Agreement. The Trustee shall deliver the
Series 2000-VFC Certificates when authenticated in accordance
with Section 6.2 of the Agreement. The Certificates shall be
delivered as Definitive Certificates as provided in Sections 6.2
and 6.12.
(b) The Agent shall record on the schedule attached to its Class
A Certificate, the date and amount of each Class A Incremental
Funding made under such Class A Certificate and each repayment
thereof. The Class A Funded Amount so recorded shall be
rebuttable presumptive evidence of the principal amount owing and
unpaid on such Class A Certificate. The failure to so record any
such amount or any error in so recording any such amount shall
not, however, limit or otherwise affect the obligations of the
Trust hereunder or under such Class A Certificate to repay the
Class A Investor Interest evidenced by such Class A Certificate
together with all interest and other amounts payable thereunder
in accordance with the terms of this Supplement.
SECTION 8. Article IV of Agreement. Sections 4.1, 4.2 and
4.3 of the Agreement shall be read in their entirety as provided
in the Agreement. Article IV of the Agreement (except for
Sections 4.1, 4.2 and 4.3 thereof) shall read in its entirety as
follows and shall be applicable only to the Series 2000-VFC
Certificates.
ARTICLE IV.
RIGHTS OF CERTIFICATEHOLDERS AND RECEIVABLES
PURCHASERS AND ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.1.
SECTION 4.2.
SECTION 4.3.
SECTION 4.4. Rights of Series 2000-VFC Certificateholders. The
Series 2000-VFC Certificates shall represent undivided interests
in the Trust, consisting of the right to receive, to the extent
necessary to make the required payments with respect to such
Series 2000-VFC Certificates at the times and in the amounts
specified in this Agreement, (a) the Floating Allocation
Percentage and Principal Allocation Percentage (as applicable
from time to time) of Collections received with respect to the
Receivables and (b) funds on deposit in the Collection Account,
the Series Cash Collateral Account and the Spread Account. The
Class B Certificates shall be subordinated to the Class A
Certificates to the extent described herein. The Exchangeable
Seller Certificate shall not represent any interest in the
Collection Account, the Series Cash Collateral Account or the
Spread Account, except as specifically provided in this Article
IV.
SECTION 4.5. Allocations.
(a) Allocations During the Revolving Period. During the
Revolving Period, the Servicer shall, prior to the close of
business on any day on which any Collections are deposited in the
Collection Account, allocate the following amounts as set forth
below:
(i) allocate to the Series 2000-VFC Certificateholders an amount
equal to the product of (A) the Floating Allocation Percentage on
such date and (B) the aggregate amount of Collections processed
in respect of Finance Charge Receivables on such date, to be
applied in accordance with Section 4.9(a);
(ii) allocate to the Series 2000-VFC Certificateholders an
amount equal to the product of (A) the Class B Investor
Allocation on such date, (B) the Investor/Purchaser Percentage on
such date and (C) the aggregate amount of Collections processed
in respect of Principal Receivables on such date, to be applied
first on the related Distribution Date (to the extent not
previously used to make an Optional Amortization Payment pursuant
to Section 4.3 of the Supplement) in accordance with Section 4.12
and then in accordance with Section 4.9(b); and
(iii) allocate to the Series 2000-VFC Certificateholders an
amount equal to the product of (A) the Class A Investor
Allocation on such date, (B) the Investor/Purchaser Percentage on
such date and (C) the aggregate amount of Collections processed
in respect of Principal Receivables on such date, to be applied
on the related Distribution Date (to the extent not previously
used to make an Optional Amortization Payment pursuant to Section
4.3 of the Supplement) in accordance with Section 4.9(b).
(b) Allocations During the Amortization Period. During the
Amortization Period, the Servicer shall, prior to the close of
business on any day on which any Collections are deposited in the
Collection Account, allocate the following amounts as set forth
below:
(i) allocate to the Series 2000-VFC Certificateholders an amount
equal to the product of (A) the Floating Allocation Percentage on
such date and (B) the aggregate amount of Collections processed
in respect of Finance Charge Receivables on such date, to be
applied in accordance with Section 4.9(a);
(ii) allocate to the Series 2000-VFC Certificateholders an
amount equal to the product of (A) the Class B Investor
Allocation on such date, (B) the Investor/Purchaser Percentage on
such date and (C) the aggregate amount of Collections processed
in respect of Principal Receivables on such date, to be applied
first on the related Distribution Date (to the extent not
previously used to make an Optional Amortization Payment pursuant
to Section 4.3 of the Supplement) in accordance with Section 4.12
and then in accordance with Section 4.9(c); and
(iii) allocate to the Series 2000-VFC Certificateholders an
amount equal to the product of (A) the Class A Investor
Allocation on such date, (B) the Investor/Purchaser Percentage on
such date and (C) the aggregate amount of Collections processed
in respect of Principal Receivables on such date, to be applied
on the related Distribution Date (to the extent not previously
used to make an Optional Amortization Payment pursuant to Section
4.3 of the Supplement) in accordance with Section 4.9(c).
(c) Allocations During the Early Amortization Period. During
the Early Amortization Period, Servicer shall, prior to the close
of business on any day on which any Collections are deposited in
the Collection Account, allocate the following amounts as set
forth below:
(i) allocate to the Series 2000-VFC Certificateholders an amount
equal to the product of (A) the Floating Allocation Percentage on
such date and (B) the aggregate amount of Collections processed
in respect of Finance Charge Receivables on such date, to be
applied in accordance with Section 4.9(a);
(ii) allocate to the Series 2000-VFC Certificateholders an
amount equal to the product of (A) the Class B Investor
Allocation on such date, (B) the Investor/Purchaser Percentage on
such date and (C) the aggregate amount of Collections processed
in respect of Principal Receivables on such date, to be applied
first in accordance with Section 4.12 and then in accordance with
Section 4.9(c); and
(iii) allocate to the Series 2000-VFC Certificateholders an
amount equal to the product of (A) the Class A Investor
Allocation on such date, (B) the Investor/Purchaser Percentage on
such date and (C) the aggregate amount of Collections processed
in respect of Principal Receivables on such date, to be applied
in accordance with Section 4.9(c).
SECTION 4.6. Determination of Monthly Interest, Non-Use Fees
and Breakage.
(a) Pursuant to the Certificate Purchase Agreement, the Class A
Certificates may from time to time be divided into one or more
subdivisions (each, as further specified in the Certificate
Purchase Agreement, a "Funding Tranche") which will accrue
interest on different bases. For Funding Tranches that accrue
interest by reference to a commercial paper rate or the London
interbank offered rate, a specified period (each, a "Fixed
Period") will be designated in the Certificate Purchase Agreement
during which that Funding Tranche may accrue interest at a fixed
rate. The "Class A Monthly Interest" for any Interest Period
shall equal the sum of (i) the product of (A) the Class A
Certificate Rate in effect for such Interest Period times (B) the
Class A Investor Interest as of the last day of such Interest
Period times (C) a fraction, the numerator of which is the actual
number of days in such Interest Period and the denominator of
which is 360 plus (ii) the amount of any accrued and unpaid Class
A Monthly Interest for any prior Interest Period plus additional
interest (to the extent permitted by law) on such unpaid interest
amount at the Class A Certificate for the current Interest Period
plus 2%, as such "Class A Monthly Interest" is adjusted for such
Interest Period in accordance with Section 2.6 of the Certificate
Purchase Agreement, all as determined by Servicer on the related
Determination Date. For purposes of such determination, Servicer
shall rely upon information provided by the Administrator
pursuant to the Certificate Purchase Agreement.
(b) In addition to Class A Monthly Interest, the Class A
Certificateholders shall receive a monthly commitment fee (a
"Class A Non-Use Fee") with respect to each Interest Period (or
portion thereof) falling in the Revolving Period at a rate
specified in the Fee Letter referred to in the Certificate
Purchase Agreement based on its portion of the excess of the
Average Maximum Class A Funded Amount over the Average Class A
Funded Amount for such period and (ii) shall be entitled to
receive certain other amounts identified as Class A Additional
Amounts (such amounts, including Breakage Payments, being "Class
A Additional Amounts") in the Certificate Purchase Agreement.
The Class A Non-Use Fee shall accrue based upon the number of
days in the related Interest Period (or the portion thereof
falling in the Revolving Period) and a year of 360 days.
(c) If any distribution of principal is made with respect to any
Funding Tranche with a Fixed Period and a fixed interest rate
other than on a Distribution Date or on the last day of that
Fixed Period, or if the Class A Funded Amount or Class B Funded
Amount is reduced by an Optional Amortization in an amount
greater than the amount (if any) specified in the Certificate
Purchase Agreement without the applicable number (as specified in
the Certificate Purchase Agreement) of Business Days' prior
notice to a Class A Certificateholder or Class B
Certificateholder, as applicable, and in either case (i) the
interest paid by such Certificateholder (or, in the case of the
Class A Certificate held by the Administrator as agent for the
Conduit Purchaser and each Liquidity Purchaser, by the Conduit
Purchaser or such Liquidity Purchaser, as applicable) to
providers of funds to it to fund that Funding Tranche exceeds
(ii) returns earned by such Certificateholder (or, in the case of
the Class A Certificate held by the Administrator as agent for
the Conduit Purchaser and each Liquidity Purchaser, by the
Conduit Purchaser or such Liquidity Purchaser, as applicable)
through the last day of that Fixed Period by redeployment of such
funds in highly rated short-term money market instruments, then,
upon written notice (which notice shall be signed by an officer
of such Certificateholder (or the Conduit Purchaser or such
Liquidity Purchaser, by the Conduit Purchaser or such Liquidity
Purchaser, as applicable) with knowledge of and responsibility
for such matters and shall set forth in reasonable detail the
basis for requesting the amounts) from such Certificateholder (or
the Conduit Purchaser or Liquidity Purchaser) to the Servicer,
such Certificateholder (or the Conduit Purchaser or Liquidity
Purchaser) shall be entitled to receive additional amounts in the
amount of such excess (each, a "Breakage Payment") on the
Distribution Date on or after the date such distribution of
principal is made with respect to that Funding Tranche, so long
as such written notice is received not later than noon, New York
City time, on the Determination Date related to such Distribution
Date. For purposes of calculations under this paragraph, any
payment received by a Certificateholder later than noon, New York
City time, on any day shall be deemed to have been received on
the next day.
(d) The amount of monthly interest distributable to the Class B
Certificateholders on each Distribution Date (the "Class B
Monthly Interest") shall equal the sum of (i) product of (A) a
fraction, the numerator of which is the actual number of days in
the related Interest Period and the denominator of which is 360,
times (B) the Class B Certificate Rate in effect with respect to
the related Interest Period, times (C) the Weighted Average Class
B Investor Interest for the related Interest Period plus (ii) the
amount of any accrued and unpaid Class B Monthly Interest for any
prior Interest Period plus additional interest (to the extent
permitted by law) on such unpaid interest amount at the Class B
Certificate for the current Interest Period plus 2%.
(e) In addition to Class B Monthly Interest, the Class B
Certificateholders (i) shall receive a monthly commitment fee (a
"Class B Non-Use Fee") with respect to each Interest Period (or
portion thereof) falling in the Revolving Period at a rate
specified in the Fee Letter referred to in the Certificate
Purchase Agreement based on its portion of the excess of the
Average Maximum Class B Funded Amount over the Average Class B
Funded Amount for such period and (ii) shall be entitled to
receive certain other amounts identified as Class B Additional
Amounts (such amounts, including Breakage Payments, being "Class
B Additional Amounts") in the Certificate Purchase Agreement. The
Class B Non-Use Fee shall accrue based upon the number of days in
the related Interest Period (or the portion thereof falling in
the Revolving Period) and a year of 365 or 366 days, as
applicable.
SECTION 4.7. Determination of Monthly Principal.
(a) The amount of monthly principal distributable from the
Collection Account with respect to the Class A Certificates on
each Distribution Date (the "Class A Monthly Principal"),
beginning with the Distribution Date in the month following the
month in which the Amortization Period or, if earlier, the Early
Amortization Period, begins, shall be equal to the lesser of
(i) the Available Principal Collections with respect to such
Distribution Date and (ii) (a) for each Distribution Date with
respect to the Amortization Period, the Controlled Payment Amount
for such Distribution Date and (b) for each Distribution Date
during the Early Amortization Period, the Class A Investor
Interest on such Distribution Date (after taking into account any
adjustments to be made on such Distribution Date pursuant to
Section 4.10).
(b) The amount of monthly principal distributable with respect
to the Class B Certificates on each Distribution Date (the "Class
B Monthly Principal") shall be (i) during the Revolving Period,
an amount equal to the lesser of (1) the amount of any
Enhancement Surplus or such lesser amount as designated by the
Servicer on the related Determination Date and (2) the Available
Principal Collections not required for any Class A Optional
Amortization on such Distribution Date, (ii) during the
Amortization Period, an amount equal to the lesser of (1) the
amount of any Enhancement Surplus on such Distribution Date and
(2) the Available Principal Collections not required for Class A
Monthly Principal or any Class A Optional Amortization on such
Distribution Date and (iii) during the Early Amortization Period
on and after the date on which the Class A Investor Interest is
paid in full, the Class B Investor Interest on such Distribution
Date (after taking into account any adjustments to be made on
such Distribution Date pursuant to Section 4.10 and Section
4.12).
SECTION 4.8. Coverage of Class A Required Amount.
(a) On or before each Distribution Date, Servicer shall
determine the amount (the "Class A Required Amount"), if any, by
which the sum of (i) the Class A Monthly Interest for such
Distribution Date, plus (ii) the Class A Investor Loss Amount, if
any, for the prior Due Period plus (iii) the Class A Investor
Dilution Amount, if any, for such Distribution Date, (iv) the
Investor Monthly Servicing Fee for the prior Due Period plus (v)
any Class A Monthly Interest and Investor Monthly Servicing Fee
included in the Class A Required Amount for any prior
Distribution Date but not yet paid, exceeds the Available Funds
for the related Due Period.
(b) If the Class A Required Amount for any Distribution Date is
greater than zero, (i) the Servicer shall give written notice to
the Trustee of such positive Class A Required Amount on or before
such Distribution Date and (ii) all or a portion of any Shared
Excess Finance Charge Collections and any Required Draw Amount
with respect to such Distribution Date in an amount equal to the
Class A Required Amount, to the extent available, for such
Distribution Date shall be distributed from the Collection
Account or the Series Cash Collateral Account, as applicable, on
such Distribution Date pursuant to Sections 4.9 and 4.16. If the
Class A Required Amount for such Distribution Date exceeds the
amount so allocated pursuant to the preceding sentence, an amount
equal to such excess, to the extent available, for such
Distribution Date shall be distributed from the Spread Account on
such Distribution Date pursuant to Section 4.17. If the Class A
Required Amount for such Distribution Date exceeds the amount so
allocated pursuant to the two preceding sentences, the
Collections of Principal Receivables allocable to the Class B
Certificates with respect to the prior Due Period shall be
applied as specified in Section 4.12.
SECTION 4.9. Monthly Payments. On or before each Distribution
Date, the Servicer shall instruct the Trustee in writing (which
writing shall be substantially in the form of Exhibit C hereto)
to withdraw and the Trustee, acting in accordance with such
instructions, shall withdraw on such Distribution Date, to the
extent of available funds, the amounts required to be withdrawn
from the Collection Account as follows:
(a) An amount equal to the Available Funds for the related Due
Period will be distributed on each Distribution Date, to the
extent available, in the following priority:
(i) an amount equal to the unpaid Class A Monthly Interest shall
be distributed to the Class A Certificateholders in accordance
with Section 5.1;
(ii) an amount equal to the unpaid Write Down Accrual, if
any, for such Distribution Date plus any Write Down Accrual due
but not paid on any prior Distribution Date shall be distributed
to the Class A Certificateholders in accordance with Section 5.1;
(iii) [reserved];
(iv) an amount equal to the Investor Monthly Servicing Fee
for such Distribution Date plus any Investor Monthly Servicing
Fee due but not paid to the Servicer on any prior Distribution
Date shall be distributed to Servicer;
(v) first, an amount equal to the Class A Investor Loss Amount,
if any, and second, an amount equal to the Class A Investor
Dilution Amount, if any, in either case, for the related Due
Period shall be treated as a portion of Available Principal
Collections on such Distribution Date;
(vi) an amount equal to the aggregate amount of Class A
Investor Charge-Offs which have not been previously reimbursed
will be treated as a portion of Available Principal Collections
on such Distribution Date;
(vii) first, an amount equal to the Class B Investor Loss
Amount, if any, and then, an amount equal to the Class B Investor
Dilution Amount, if any, in either case, for the prior Due Period
will be treated as a portion of Available Principal Collections
on such Distribution Date;
(viii) an amount equal to the aggregate amount by which the
Class B Investor Interest has been reduced for reasons other than
the payment of principal to the Class B Certificateholders (but
not in excess of the aggregate amount of such reductions which
have not been previously reimbursed) will be treated as a portion
of Available Principal Collections on such Distribution Date;
(ix) an amount up to the excess, if any of the Required
Enhancement Amount (determined after all deposits, withdrawals,
reductions, payments, and adjustments to be made with respect to
such Distribution Date) over the Specified Enhancement Amount
(determined after all deposits, withdrawals, reductions, payments
and adjustments to be made with respect to such Distribution
Date) shall be deposited in the Series Cash Collateral Account;
(x) an amount up to the excess, if any of the Required Spread
Account Amount (determined after all deposits, withdrawals,
reductions, payments and adjustments to be made with respect to
such Distribution Date) over the Spread Account Amount
(determined after all deposits, withdrawals, reductions, payments
and adjustments to be made with respect to such Distribution
Date) shall be deposited in the Spread Account;
(xi) an amount equal to the unpaid Class A Non-Use Fee, if
any, for the related Interest Period plus any Class A Non-Use Fee
due but not paid to the Class A Certificateholders on any prior
Distribution Date shall be distributed to the Class A
Certificateholders in accordance with Section 5.1;
(xii) an amount equal to the Class A Additional Amounts, if
any, for the related Interest Period plus any Class A Additional
Amounts due but not paid to the Class A Certificateholders on any
prior Distribution Date shall be distributed to the Class A
Certificateholders in accordance with Section 5.1;
(xiii) an amount equal to the Class B Monthly Interest will be
paid to the Class B Certificateholders in accordance with the
Certificate Purchase Agreement;
(xiv) an amount equal to (i) any Class B Non-Use Fee payable
to the Class B Certificateholders under the Certificate Purchase
Agreement for such Distribution Date, plus (ii) any Class B
Additional Amounts payable to the Class B Certificateholders
under the Certificate Purchase Agreement for such Distribution
Date, plus (iii) the amount of any past due Class B Non-Use Fee
and Class B Additional Amounts payable to the Class B
Certificateholders in accordance with the Certificate Purchase
Agreement; and
(xv) the balance, if any, after giving effect to the
payments made pursuant to clauses (i) through (xiv) shall
constitute "Excess Finance Charge Collections" to be applied
with respect to other Series in accordance with Section 4.3 of
the Agreement.
(b) During the Revolving Period, an amount equal to the
Available Principal Collections for the related Due Period will
be distributed on each Distribution Date, to the extent
available, in the following priority:
(i) an amount equal to the Class B Monthly Principal for such
Distribution Date shall be distributed to the Class B
Certificateholders;
(ii) an amount equal to the lesser of (A) Available
Principal Collections for such Distribution Date after giving
effect to the application specified in subsection 4.9(b)(i)
above, and (B) the product of (1) a fraction, the numerator of
which is equal to such Available Principal Collections and the
denominator of which is equal to the sum of the Available
Principal Collections available for sharing as specified in the
related Supplement or Receivables Purchase Agreement for each
Series (including this Series 2000-VFC) in Group One that are
Principal Sharing Series and (2) the Cumulative Principal
Shortfall, shall be treated as Shared Principal Collections and
applied to Series in Group One that are Principal Sharing Series
other than this Series 2000-VFC; and
(iii) an amount equal to the excess, if any, of (A) the
Available Principal Collections for such Distribution Date over
(B) the applications specified in subsections 4.9(b)(i) and (ii)
above shall be paid to the Holder of the Exchangeable Seller
Certificate; provided, however, that in no event shall the amount
payable to the Holder of the Exchangeable Seller Certificate
pursuant to this subsection 4.9(b)(iii) be greater than the
Seller Interest on such Distribution Date.
(c) During a Fixed Allocation Period, an amount equal to the
Available Principal Collections for the related Due Period plus
any amounts in the Excess Funding Account allocable to Series
2000-VFC in accordance with Section 4.3(e) will be distributed on
each Distribution Date, to the extent available, in the following
priority:
(i) an amount equal to the Class A Monthly Principal for such
Distribution Date shall be distributed to the Class A
Certificateholders in accordance with Section 5.1(a);
(ii) an amount equal to Class B Monthly Principal shall be
distributed to the Class B Certificateholders in accordance with
Section 5.1(b);
(iii) an amount equal to the lesser of (A) Available
Principal Collections for such Distribution Date after giving
effect to the application specified in clauses (i) and (ii) above
and (B) the product of (1) a fraction, the numerator of which is
equal to such Available Principal Collections and the denominator
of which is equal to the sum of the Available Principal
Collections available for sharing as specified in the related
Supplement or Receivables Purchase Agreement for each Series
(including this Series 2000-VFC) in Group One which is a
Principal Sharing Series and (2) the Cumulative Principal
Shortfall, shall be treated as Shared Principal Collections and
applied to Series in Group One which are Principal Sharing Series
other than this Series 2000-VFC; and
(iv) an amount equal to the excess, if any, of (A) the
Available Principal Collections over (B) the applications
specified in clauses (i) through (iii) above shall be paid to the
Holder of the Exchangeable Seller Certificate; provided, however,
that in no event shall the amount payable to the Holder of the
Exchangeable Seller Certificate pursuant to this subsection
4.9(c)(iv) be greater than the Seller Interest on such
Distribution Date.
SECTION 4.10. Investor Charge-Offs.
(a) On or before each Distribution Date, the Servicer shall
calculate the Class A Investor Loss Amount. If on any
Distribution Date, the Class A Investor Loss Amount for the prior
Due Period exceeds the sum of the amounts allocated with respect
thereto pursuant to subsection 4.9(a)(v), Section 4.11 and
Section 4.12 with respect to such Due Period, the Class B
Investor Interest (after giving effect to reductions for any
Class B Investor Charge-Offs and any Reallocated Class B
Principal Collections on such Distribution Date) will be reduced
by the amount of such excess. In the event that such reduction
would cause the Class B Investor Interest to be a negative
number, the Class B Investor Interest will be reduced to zero,
and the Class A Investor Interest (after giving effect to
reductions for any Class A Investor Charge-Offs on such
Distribution Date) will be reduced by the amount by which the
Class B Investor Interest would have been reduced below zero, but
not by more than the Class A Investor Loss Amount for such
Distribution Date. Additionally, the Class A Investor Interest
shall be reduced by the amount of any Series 2000-VFC Unfunded
Dilution Amount remaining after giving effect to any related
Class B Investor Charge-Off but not by more than the Class A
Investor Dilution Amount for such Distribution Date
(collectively, a "Class A Investor Charge-Off"). If the Class A
Investor Interest has been reduced by the amount of any Class A
Investor Charge-Offs, it will be reimbursed on any Distribution
Date (but not by an amount in excess of the aggregate Class A
Investor Charge-Offs) by the amount of Available Funds allocated
and available for such purpose pursuant to subsections 4.9(a) and
4.11.
(b) On or before each Distribution Date, the Servicer shall
calculate the Class B Investor Loss Amount. If on any
Distribution Date, the Class B Investor Loss Amount for the prior
Due Period exceeds the amounts allocated with respect thereto
pursuant to subsections 4.9(a) and 4.11 with respect to such Due
Period, the Class B Investor Interest (after giving effect to any
Reallocated Class B Principal Collections on such Distribution
Date) will be reduced by the amount of such excess.
Additionally, the Class B Investor Interest shall be reduced, but
not below zero, by the amount of any Series 2000-VFC Unfunded
Dilution Amount (collectively, a "Class B Investor Charge-Off").
The Class B Investor Interest will also be reduced by the amount
of Reallocated Class B Principal Collections pursuant to Section
4.12 and the amount of any portion of the Class B Investor
Interest allocated to the Class A Certificates to avoid a
reduction in the Class A Investor Interest pursuant to
subsections 4.10(a) and 4.11. The Class B Investor Interest will
thereafter be reimbursed (but not in excess of the aggregate
amount of such reductions which have not been previously
reimbursed) on any Distribution Date by the amount of Available
Funds allocated and available for that purpose as described under
subsection 4.9(a).
SECTION 4.11. Shared Excess Finance Charge Collections Allocated
to Series 2000-VFC. To the extent that on any Distribution Date
funds are required to be distributed pursuant to any of Section
4.9(a)(i) through Section 4.9(a)(xiv), and the full amount to be
distributed pursuant to any such section is not paid in full
after the application of Available Funds for such Distribution
Date, the Servicer shall instruct the Trustee in writing (which
writing shall be substantially in the form of Exhibit C hereto)
to apply Shared Excess Finance Charge Collections allocated to
Series 2000-VFC as provided in Section 4.14(b) with respect to
the related Due Period in the manner and priority specified for
application of Available Funds in Section 4.9(a)(i) through
Section 4.9(a)(xiv).
SECTION 4.12. Reallocated Class B Principal Collections. On or
before each Distribution Date, the Servicer shall instruct the
Trustee in writing (which writing shall be substantially in the
form of Exhibit B hereto) to apply Reallocated Class B Principal
Collections in an amount equal to the excess, if any, of (i) the
Class A Required Amount, if any, with respect to such
Distribution Date over (ii) the sum of (A) the amount of
Available Funds and Shared Excess Finance Charge Collections
allocated to Series 2000-VFC with respect to the related Due
Period plus (B) the Available Series Cash Collateral Amount for
such Distribution Date, plus (C) amounts deposited in the
Collection Account from the Spread Account Agreement for
application in accordance with Section 4.17 on such Distribution
Date, in accordance with, and in the priority set forth in,
subsections 4.9(a)(i) through (vi).
On each Distribution Date, the Class B Investor
Interest shall be reduced by the amount of Reallocated Class B
Principal Collections for such Distribution Date.
SECTION 4.13. Seller's or Servicer's Failure to Make a Deposit
or Payment. If the Servicer or the Seller fails to make, or give
instructions to make, any payment or deposit required to be made
or given by the Servicer or Seller, respectively, at the time
specified in the Agreement (including applicable grace periods),
the Trustee shall make such payment or deposit from the
applicable account without instruction from the Servicer or
Seller. Such funds or the proceeds of such withdrawal shall be
applied by the Trustee. The Trustee only shall be required to
make any such payment, deposit or withdrawal hereunder only to
the extent that the Trustee has sufficient information to allow
it to determine the amount thereof and only to the extent amounts
on deposit in any applicable account are sufficient to make such
payment, deposit or withdrawal. The Servicer shall, upon request
of the Trustee, promptly provide the Trustee with all information
necessary to allow the Trustee to make such payment, deposit or
withdrawal.
SECTION 4.14. Shared Excess Finance Charge Collections.
(a) The balance of any Available Funds on deposit in the
Collection Account after giving effect to subsections 4.9(a)(i)
through (xiv) will constitute a portion of Shared Excess Finance
Charge Collections and will be available for allocation to other
Series in Group One or to the Holder of the Exchangeable Seller
Certificate as described in Section 4.3(g).
(b) Series 2000-VFC shall be included in Group One. Subject to
subsection 4.3(g) of the Agreement, Shared Excess Finance Charge
Collections with respect to the Series in Group One for any
Distribution Date will be allocated to Series 2000-VFC in an
amount equal to the product of (x) the aggregate amount of Shared
Excess Finance Charge Collections with respect to all Series in
Group One for such Distribution Date and (y) a fraction, the
numerator of which is the Finance Charge Shortfall for Series
2000-VFC for such Distribution Date and the denominator of which
is the aggregate amount of Finance Charge Shortfalls for all
Series in Group One for such Distribution Date. The "Finance
Charge Shortfall" for Series 2000-VFC for any Distribution Date
will be equal to the excess, if any, of (a) the full amount
required to be paid, without duplication, pursuant to subsections
4.9(a)(i) through (xiv) on such Distribution Date over (b) the
Available Funds for such Distribution Date.
SECTION 4.15. Shared Principal Collections. Subject to
subsection 4.3(f) of the Agreement, Shared Principal Collections
for any Distribution Date will be allocated to Series 2000-VFC in
an amount equal to the product of (x) the aggregate amount of
Shared Principal Collections with respect to all Series in Group
One that are Principal Sharing Series for such Distribution Date
and (y) a fraction, the numerator of which is the Principal
Shortfall for Series 2000-VFC for such Distribution Date and the
denominator of which is the Cumulative Principal Shortfall for
such Distribution Date.
SECTION 4.16. Series Cash Collateral Account.
(a) The Servicer, for the benefit of the Class A
Certificateholders, shall establish and maintain in the name of
the Trustee, on behalf of the Trust, a segregated trust account
with a Qualified Depository Institution bearing a designation
clearly indicating that the funds deposited therein are held in
the name of the Trustee for the benefit of the Class A
Certificateholders (the "Series Cash Collateral Account"). The
Trustee shall possess all right, title and interest in all funds
on deposit from time to time in the Series Cash Collateral
Account and in all proceeds thereof. The Series Cash Collateral
Account shall be under the sole dominion and control of the
Trustee for the benefit of the Class A Certificateholders.
Except as expressly provided in this Agreement, the Servicer
agrees that it shall have no right of setoff or banker's lien
against, and no right to otherwise deduct from, any funds held in
the Series Cash Collateral Account for any amount owed to it by
the Trustee, the Trust, or any Class A Certificateholder. If, at
any time, the Trustee is advised in writing by the Servicer that
the institution holding the Series Cash Collateral Account ceases
to be a Qualified Depository Institution, the Trustee upon
receiving such notice by the Servicer (or the Servicer on its
behalf) shall promptly (but in any event within 20 Business Days)
establish a new Series Cash Collateral Account with a Qualified
Depository Institution meeting the conditions specified above,
transfer any cash or any investments to such new Series Cash
Collateral Account and from the date such new Series Cash
Collateral Account is established, it shall be the "Series Cash
Collateral Account."
(b) On the date of the initial funding hereunder, the Servicer
shall deposit into the Series Cash Collateral Account an amount
equal to the excess of the Required Enhancement Amount over the
Class B Investor Interest as of such date. Funds on deposit in
the Series Cash Collateral Account shall at the direction of the
Servicer be invested by the Trustee in Permitted Investments
selected by the Servicer. All such Permitted Investments shall
be held by the Trustee for the benefit of the Class A
Certificateholders. The Trustee shall maintain for the benefit
of the Class A Certificateholders possession of the negotiable
instruments or securities, if any, evidencing such Permitted
Investments. Funds on deposit in the Series Cash Collateral
Account on any date (after giving effect to any withdrawals from
the Series Cash Collateral Account on such date) will be invested
in Permitted Investments that will mature so that funds will be
available for withdrawal on the Distribution Date following such
date. On each Determination Date, the Servicer shall instruct
the Trustee to withdraw on the related Distribution Date from the
Series Cash Collateral Account and deposit in the Collection
Account all interest and earnings on funds on deposit in the
Series Cash Collateral Account, for application as Available
Funds on such Distribution Date.
(c) On each Determination Date, the Servicer shall calculate the
amount (the "Required Draw Amount") by which the sum of the
amounts specified in clauses (i) through (vi) of Section 4.9 with
respect to the Distribution Date exceeds the amount of Available
Funds and Shared Excess Finance Charge Collections allocated with
respect to the related Distribution Date. In the event that any
Distribution Date the Required Draw Amount is greater than zero,
the Servicer shall give written notice to the Trustee of such
positive Required Draw Amount on the related Determination Date.
On the related Distribution Date, the Required Draw Amount, if
any, up to the Available Series Cash Collateral Amount, shall be
withdrawn from the Series Cash Collateral Account and distributed
to fund any deficiency pursuant to subsections 4.9(a)(i) through
(vi).
(d) If, after giving effect to all deposits to and withdrawals
from the Series Cash Collateral Account with respect to any
Distribution Date, the Specified Enhancement Amount shall exceed
the Required Enhancement Amount and the Class B Investor Interest
shall have been reduced to zero, the Trustee, acting in
accordance with the instructions of the Servicer, shall withdraw
an amount equal to such excess from the Series Cash Collateral
Account, and pay such amount to the Seller.
(e) The Trustee, acting in accordance with the instructions of
the Servicer, shall from time to time deposit in the Series Cash
Collateral Account (i) a portion of the proceeds of any
Incremental Funding under this Supplement, if necessary to cause
the Specified Enhancement Amount to at least equal the Required
Enhancement Amount on such date and (ii) funds otherwise required
to be deposited in the Series Cash Collateral Account pursuant to
Section 4.9(ix).
SECTION 4.17. Spread Account.
(a) The Servicer, for the benefit of the Class A
Certificateholders, shall establish and maintain in the name of
the Trustee, on behalf of the Trust, a segregated trust account
with a Qualified Depository Institution bearing a designation
clearly indicating that the funds deposited therein are held in
the name of the Trustee for the benefit of the Class A
Certificateholders (the "Spread Account"). The Trustee shall
possess all right, title and interest in all funds on deposit
from time to time in the Spread Account and in all proceeds
thereof. The Spread Account shall be under the sole dominion and
control of the Trustee for the benefit of the Class A
Certificateholders. Except as expressly provided in this
Agreement, the Servicer agrees that it shall have no right of
setoff or banker's lien against, and no right to otherwise deduct
from, any funds held in the Spread Account for any amount owed to
it by the Trustee, the Trust, or any Class A Certificateholder.
If, at any time, the Trustee is advised in writing by the
Servicer that the institution holding the Spread Account ceases
to be a Qualified Depository Institution, the Trustee upon
receiving such notice by the Servicer (or the Servicer on its
behalf) shall promptly (but in any event within 20 Business Days)
establish a new Spread Account with a Qualified Depository
Institution meeting the conditions specified above, transfer any
cash or any investments to such new Spread Account and from the
date such new Spread Account is established, it shall be the
"Spread Account."
(b) Funds on deposit in the Spread Account shall at the
direction of the Servicer be invested by the Trustee in Permitted
Investments selected by the Servicer. All such Permitted
Investments shall be held by the Trustee for the benefit of the
Class A Certificateholders. The Trustee shall maintain for the
benefit of the Class A Certificateholders possession of the
negotiable instruments or securities, if any, evidencing such
Permitted Investments. Funds on deposit in the Spread Account on
any date (after giving effect to any withdrawals from the Spread
Account on such date) will be invested in Permitted Investments
that will mature so that funds will be available for withdrawal
on the Distribution Date following such date. On each
Determination Date, the Servicer shall instruct the Trustee to
withdraw on the related Distribution Date from the Spread Account
and deposit in the Collection Account all interest and earnings
on funds on deposit in the Spread Account, for application as
Available Funds on such Distribution Date.
(c) If on any Distribution Date, any Class A Required Amount
remains unfunded after all amounts distributed with respect
thereto pursuant to Sections 4.9, 4.11 and 4.16, the Servicer
shall instruct the Trustee in writing to withdraw and the
Trustee, acting in accordance with such instructions, shall
withdraw, amounts deposited in the Spread Account on such date
pursuant to the Spread Account Agreement to fund any such
deficiency in accordance with and in the order of priority set
forth in subsections 4.9(a)(i) through (vi).
(d) If, after giving effect to all deposits to and withdrawals
from the Spread Account with respect to any Distribution Date,
the Spread Account Amount shall exceed the Required Spread
Account Amount, the Trustee, acting in accordance with the
instructions of the Servicer, shall withdraw an amount equal to
such excess from the Spread Account, and pay such amount to the
Seller.
(e) The Trustee, acting in accordance with the instructions of
the Servicer, shall from time to time deposit in the Spread
Account (i) a portion of the proceeds of any Incremental Funding
under this Supplement, if necessary to cause the Spread Account
Amount to at least equal the Required Spread Account Amount on
such date and (ii) funds otherwise required to be deposited in
the Spread Account pursuant to Section 4.9(x).
SECTION 4.18. Interest Rate Cap.
(a) The Servicer hereby represents that Fashion Service Corp has
obtained and assigned to the Trust the Cap Agreement in favor of
the Trust for the benefit of the Certificateholders. The Cap
Agreement shall entitle the Trust to receive monthly the Cap
Payment, if any, as set forth in the Cap Agreement.
(b) Upon the effectiveness of any Replacement Interest Rate Cap,
the Cap Agreement being replaced shall terminate and the
applicable Cap Provider shall be released of all future
obligations thereunder, provided that such Cap Agreement shall
not be released from any obligations which have previously
accrued thereunder and shall continue to be obligated to perform
such obligations.
(c) The Trustee hereby appoints the Servicer to act as
calculation agent under the Cap Agreement and the Servicer
accepts such appointment.
SECTION 9. Article V of the Agreement. Article V of the
Agreement shall read in its entirety as follows and shall be
applicable only to the Series 2000-VFC Certificates:
ARTICLE V.
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
SECTION 5.1. Distributions.
(a) On each Distribution Date, the Trustee shall distribute (in
accordance with the certificate delivered by the Servicer to the
Trustee pursuant to subsection 3.4(b)) to each Class A
Certificateholder of record on the immediately preceding Record
Date (other than as provided in Section 12.3 respecting a final
distribution) such Certificateholder's pro rata share (based on
the aggregate Undivided Trust Interests represented by Class A
Certificates held by such Certificateholder) of amounts on
deposit in the Collection Account as are payable to the Class A
Certificateholders pursuant to Section 4.9 in immediately
available funds to each Class A Certificateholder (at such
Certificateholder's address as it appears in the Certificate
Register).
(b) On each Distribution Date, the Trustee shall distribute (in
accordance with the certificate delivered by the Servicer to the
Trustee pursuant to subsection 3.4(b)) to each Class B
Certificateholder of record on the immediately preceding Record
Date (other than as provided in Section 12.3 respecting a final
distribution) such Certificateholder's pro rata share (based on
the aggregate Undivided Trust Interests represented by Class B
Certificates held by such Certificateholder) of amounts on
deposit in the Collection Account as are payable to the Class B
Certificateholders pursuant to Section 4.9 in immediately
available funds to each Class B Certificateholder (at such
Certificateholder's address as it appears in the Certificate
Register).
(c) On each Optional Amortization Date, the Trustee shall
distribute (in accordance with the instructions delivered to the
Trustee pursuant to Section 4.2) to each Class A
Certificateholder of record on the immediately preceding Record
Date, such Certificateholder's pro rata share (based on the
aggregate Undivided Trust Interests represented by the Class A
Certificates held by such Certificateholder) of the Class A
Optional Amortization Amount to be distributed on such date.
(d) The Trustee shall promptly notify the Seller and the
Servicer if it does not receive a payment under the Cap Agreement
on the date on which such payment is due pursuant to the terms
thereof.
SECTION 5.2. Monthly Certificateholders' Statement.
(a) On or before each Distribution Date, the Paying Agent shall
forward to each Series 2000-VFC Certificateholder a statement
substantially in the form of Exhibit D to this Supplement
prepared by the Servicer setting forth, among other things, the
following information (which, in the case of subclauses (i),
(ii), (viii) and (ix) below, shall be stated on the basis of an
original principal amount of $1,000 per Series 2000-VFC
Certificate):
(i) the amount of the current distribution allocable to Class A
Monthly Principal and Class B Monthly Principal, respectively;
(ii) the amount of the current distribution allocable to
Class A Monthly Interest, the Class A Non-Use Fee, the Class B
Non-Use Fee, Class A Additional Amounts, Class B Monthly
Interest, and other amounts then owing to the Class B
Certificateholders under the Certificate Purchase Agreement,
respectively;
(iii) the amount of Collections of Principal Receivables
processed during the related Due Period and allocated in respect
of the Class A Certificates and the Class B Certificates,
respectively;
(iv) the amount of Collections of Finance Charge Receivables
processed during the related Due Period and allocated in respect
of the Class A Certificates and the Class B Certificates,
respectively;
(v) the aggregate amount of Principal Receivables, the Series
Investor Interest, the Class A Investor Interest, the Weighted
Average Class A Investor Interest, the Class B Investor Interest,
the Weighted Average Class B Investor Interest, the Floating
Allocation Percentage, the Class A Floating Allocation
Percentage, the Class B Floating Allocation Percentage, and the
Principal Allocation Percentage, the Class A Fixed Allocation
Percentage and the Class B Fixed Allocation Percentage, with
respect to the Principal Receivables in the Trust as of the end
of the day on the Record Date;
(vi) the aggregate outstanding balance of Accounts which
were 30 to 59, 60 to 89, 90 to 119 and 120 or more days
delinquent as of the end of the day on the Record Date;
(vii) the Investor Loss Amount, the Class A Investor Loss
Amount and the Class B Investor Loss Amount for the related Due
Period and the Dilution Amount, the Investor Dilution Amount, the
Class A Investor Dilution Amount and the Class B Investor
Dilution Amount;
(viii) the aggregate amount of Class A Investor Charge-Offs
and Class B Investor Charge-Offs for the related Due Period;
(ix) the amount of the Investor Monthly Servicing Fee for
the related Due Period;
(x) the Portfolio Yield, the Adjusted Excess Yield Percentage
and the Base Rate for the preceding Due Period;
(xi) the amount of Reallocated Class B Principal Collections
with respect to such Distribution Date;
(xii) the Class A Investor Interest and the Class B Investor
Interest as of the close of business on such Distribution Date;
(xiii) the Class A Certificate Rate (and information with
respect to each Fundings Tranche on which such rate is based) and
Class B Certificate Rate, each with respect to the preceding Due
Period;
(xiv) the amount of Available Funds on deposit in the
Collection Account on the related Distribution Date;
(xv) the Series Cash Collateral Account Amount and the
Spread Account Amount on the related Distribution Date;
(xvi) the Series Cash Collateral Account Investment Proceeds
transferred to the Collection Account on the related Distribution
Date;
(xvii) such other items as are set forth in Exhibit D to this
Supplement.
In addition, the Paying Agent shall forward to each Rating
Agency a summary of the information specified above prepared by
the Servicer in form and substance acceptable to the Rating
Agencies.
(b) Annual Certificateholders' Tax Statement. On or before
January 31 of each calendar year, beginning with calendar year
2001, the Trustee shall distribute to each Person who at any time
during the preceding calendar year was a Series 2000-VFC
Certificateholder, a statement prepared by the Servicer
containing the information required to be contained in the
regular monthly report to Series 2000-VFC Certificateholders, as
set forth in subclauses (i) and (ii) above, aggregated for such
calendar year or the applicable portion thereof during which such
Person was a Series 2000-VFC Certificateholder, together with
such other customary information (consistent with the treatment
of the Class A Certificates and the Class B Certificates as debt)
as the Servicer deems necessary or desirable to enable the Series
2000-VFC Certificateholders to prepare their tax returns. The
Servicer will provide such information to the Trustee as soon as
possible after January 1 of each calendar year. Such obligations
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 Code
as from time to time in effect.
SECTION 10. Series Early Amortization Events. If any one of
the following events shall occur with respect to the Investor
Certificates:
(a) failure on the part of the Seller, the Originator or, in the
case of clause (i), Fashion Service Corp. (i) in the case of the
Seller or Fashion Service Corp., to pay any Class A Non-Use Fee
on any Distribution Date, (ii) to make any other payment or
deposit required by the terms of the Agreement, this Supplement,
the Certificate Purchase Agreement or the Purchase Agreement, on
or before the date occurring five days after the date such
payment or deposit is required to be made herein or (iii) to duly
to observe or perform in any material respect any covenants or
agreements of the Seller or Originator, as applicable, set forth
in the Agreement, this Supplement, the Certificate Purchase
Agreement or the Purchase Agreement, which failure has a material
adverse effect on the Series 2000-VFC Certificateholders (which
determination shall be made without reference to the amount of
the Class B Investor Interest or the amount on deposit in the
Spread Account or the Cash Collateral Account for such period)
and which continues unremedied for a period of 35 days after the
date on which written notice of such failure, requiring the same
to be remedied, shall have been given to the Seller by the
Trustee, or to the Seller and the Trustee by the Controlling
Certificateholders, and continues to affect materially and
adversely the interests of the Series 2000-VFC Certificateholders
for such period (which determination shall be made without
reference to the amount of the Class B Investor Interest or the
amount on deposit in the Spread Account or the Cash Collateral
Account for such period);
(b) any representation or warranty made by the Seller or the
Originator in the Agreement, this Supplement, the Certificate
Purchase Agreement or the Purchase Agreement, or any information
contained in a computer file or microfiche or written list
required to be delivered by the Seller pursuant to Section 2.1 or
2.6 or by the Originator pursuant to Section 1.1 or 2.4(e) of the
Purchase Agreement, (i) shall prove to have been incorrect in any
material respect when made or when delivered, which continues to
be incorrect in any material respect for a period of 35 days
after the date on which written notice of such failure, requiring
the same to be remedied, shall have been given to the Seller by
the Trustee, or to the Seller and the Trustee by the Controlling
Certificateholders, and (ii) as a result of which the interests
of the Series 2000-VFC Certificateholders are materially and
adversely affected (which determination shall be made without
reference to the amount of the Class B Investor Interest) and
continue to be materially and adversely affected for such period;
provided, however, that a Series Early Amortization Event
pursuant to this subsection 9(b) shall not be deemed to have
occurred hereunder if the Seller has accepted reassignment of the
related Receivable, or all of such Receivables, if applicable,
during such period in accordance with the provisions of the
Agreement;
(c) the average Portfolio Yield for any three consecutive Due
Periods is reduced to a rate which is less than the average Base
Rate for such periods;
(d) the Seller shall fail to convey Receivables arising under
Additional Accounts to the Trust, as required by subsection
2.6(a);
(e) any Servicer Default shall occur which would have a material
adverse effect on the Class A Certificateholders;
(f) the Class A Investor Interest shall not be paid in full on
the Class A Scheduled Final Payment Date;
(g) the Specified Enhancement Amount shall be less than the
Required Enhancement Amount on any Distribution Date after giving
effect to any deposits and payments on such date and such
condition shall continue for ten days; or
(h) the Seller, Servicer (if Servicer is the Originator or its
Affiliate), any Originator or Charming Shoppes is subject to a
Change in Control;
then, in the case of any event described above (other than any
event described in subparagraph (c), (d), (f) or (g)) after any
applicable grace period set forth in such subparagraphs, either
the Trustee or the Controlling Certificateholders by notice then
given in writing to the Seller and the Servicer (and to the
Trustee if given by the Certificateholders) may declare that an
early amortization event (a "Series Early Amortization Event")
has occurred as of the date of such notice. Upon the occurrence
of any event described in subparagraph (c), (d), (f) or (g))
above, a Series Early Amortization Event will occur
automatically.
SECTION 11. Series 2000-VFC Termination. The right of the
Series 2000-VFC Certificateholders to receive payments from the
Trust will terminate on the first Business Day following the
Series 2000-VFC Termination Date.
SECTION 12. Ratification of Agreement. As supplemented by
this Supplement, the Agreement is in all respects ratified and
confirmed and the Agreement as so supplemented by this Supplement
shall be read, taken, and construed as one and the same
instrument.
SECTION 13. Counterparts. This Supplement may be executed in
any number of counterparts, each of which so executed shall be
deemed to be an original, but all of such counterparts shall
together constitute but one and the same instrument.
SECTION 14. Governing Law. THIS SUPPLEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.
SECTION 15. No Petition.
(a) The Seller, the Servicer and the Trustee, by entering into
this Supplement and each Series 2000-VFC Certificateholder, by
accepting a Series 2000-VFC Certificate, hereby covenant and
agree that they will not at any time institute against the Trust,
or join in any institution against the Trust of, any bankruptcy
proceedings under any United States Federal or state bankruptcy
or similar law in connection with any obligations relating to the
Investor Certificates, the Agreement or this Supplement.
(b) The Servicer and the Trustee, by entering into this
Supplement and each Series 2000-VFC Certificateholder, by
accepting a Series 2000-VFC Certificate, hereby covenant and
agree that they will not at any time institute against the
Seller, or join in any institution against the Seller of, any
bankruptcy proceedings under any United States Federal or state
bankruptcy or similar law in connection with any obligations
relating to the Investor Certificates, the Agreement or this
Supplement.
SECTION 16. Tax Representation and Covenant. Notwithstanding
Section 6.3 of the Pooling and Servicing Agreement, Seller shall
not execute, and the Transfer Agent and Registrar shall not
register the transfer of, any Class B Certificate, if after
giving effect to the execution or transfer of such Class B
Certificate, there would be more than 5 Private Holders of Class
B Certificates. For purposes of this Supplement and the Pooling
Agreement, each Holder of a Class B Certificate shall be a
"Private Holder."
SECTION 17. Amendments. No amendment may be made to this
Supplement without the consent of 100% of the Series 2000-VFC
Certificateholders and without satisfaction of the Rating Agency
Condition.
SECTION 18. Agent as Class A Certificateholder.
Notwithstanding anything to the contrary in this Supplement, the
Trust shall issue, and shall cause the Trustee to authorize and
deliver to the ING Baring (U.S.) Capital Markets LLC, in its
capacity as agent for the Conduit Purchaser and the Liquidity
Purchasers (in such capacity, the "Agent") the Class A
Certificate issued on the Closing Date. The Agent shall hold the
Class A Certificates on behalf of the Conduit Purchaser and the
Liquidity Purchasers in accordance with the outstanding amounts
funded thereunder by the Conduit Purchaser, on the one hand, and
the Liquidity Purchasers, on the other hand. Payments made to
the Agent as the Class A Certificateholder shall be distributed
to the Conduit Purchaser and/or the Liquidity Purchasers in
accordance with the Certificate Purchase Agreement and the
agreement through which the Liquidity Purchasers have agreed to
provide liquidity support to the Conduit Purchaser in connection
with this transaction.
IN WITNESS WHEREOF, the Seller, the Servicer and the
Trustee have caused this Series 2000-VFC Supplement to be duly
executed by their respective officers as of the day and year
first above written.
CHARMING SHOPPES RECEIVABLES CORP.,
Seller
By:
Name:
Title:
SPIRIT OF AMERICA, INC.
Servicer
By:
Name:
Title:
FIRST UNION NATIONAL BANK,
not in its individual capacity but
solely as the
Trustee for CHARMING SHOPPES
MASTER TRUST
By:
Name:
Title:
EXHIBIT A-1
FORM OF CLASS A CERTIFICATE
CLASS A CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"). NEITHER THIS CERTIFICATE NOR ANY PORTION HEREOF
MAY BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED
EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS
OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF
ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS.
THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN
CONDITIONS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN AND IN THE CERTIFICATE
PURCHASE AGREEMENT, EACH REFERRED TO BELOW.
No. [_______] Maximum Stated Amount
$[___________]
CHARMING SHOPPES MASTER TRUST
FLOATING RATE ASSET BACKED CERTIFICATE, SERIES 2000-VFC, CLASS A
Evidencing an Undivided Interest in a trust, the corpus of which
consists of a portfolio of credit card receivables acquired by
Charming Shoppes Receivables Corp. and other assets and interests
constituting the Trust under the Pooling and Servicing Agreement
described below.
(Not an interest in or obligation of,
Charming Shoppes Receivables Corp., Spirit of America National
Bank, Spirit of America, Inc.
Charming Shoppes, Inc. or any Affiliate thereof.)
This certifies that ING Baring (U.S.) Capital Markets
LLC, in its capacity as agent for the Conduit Purchaser and the
Liquidity Purchasers(the "Class A Certificateholder") is the
registered owner of the Undivided Interest in a trust (the
"Trust"), the corpus of which consists of a portfolio of
receivables (the "Receivables") now existing or hereafter created
under credit card accounts (the "Accounts") of Spirit of America
National Bank, a national banking association organized under the
laws of the United States, all monies due or to become due in
payment of the Receivables (including all Finance Charge
Receivables) and the other assets and interests constituting the
Trust pursuant to a Second Amended and Restated Pooling and
Servicing Agreement dated as of November 25, 1997, as amended on
July 22, 1999 (as further amended or otherwise modified from time
to time, the "Pooling and Servicing Agreement") and as
supplemented by the Series 2000-VFC Supplement, dated as of
November 9, 2000 (as amended or otherwise modified from time to
time, the "Series 2000-VFC Supplement"), each by and among
Charming Shoppes Receivables Corp., as Seller, Spirit of America,
Inc., as Servicer, and First Union National Bank, as Trustee (the
"Trustee"). To the extent not defined herein, capitalized terms
used herein have the meanings assigned in the Pooling and
Servicing Agreement as supplemented by the Series 2000-VFC
Supplement (as so supplemented, the "Agreement").
The Class A Certificateholder is hereby authorized to
record on the grid attached to this Certificate (or at such
holder's option, in its internal books and records) the date and
amount of each Class A Incremental Funding made by the Conduit
Purchaser, the amount of each repayment of the principal amount
represented by this Certificate and any reductions to the Maximum
Class A Funded Amount of this Certificate made pursuant to the
Certificate Purchase Agreement, dated as of November 9, 2000
among the Seller, the Servicer, the initial Class A
Certificateholder, as the administrator for the Conduit
Purchaser, the Conduit Purchaser and the initial Class B
Certificateholder (as amended or otherwise modified from time to
time, the "Certificate Purchase Agreement"); provided, however,
that failure to make any such recordation on the grid or records
or any error in the grid or records shall not adversely affect
the Class A Certificateholder's rights with respect to its
interest in the assets of the Trust and its right to receive
monthly interest in respect of the outstanding principal amount
of this Certificate.
The Seller has structured the Agreement and the Class A
Certificates with the intention that the Class A Certificates
will qualify under applicable tax law as indebtedness, and the
Seller, the Holder of the Exchangeable Seller Certificate, the
Servicer and each Class A Certificateholder (or Certificate Owner
with respect to a Class A Certificate (a "Class A Certificate
Owner")) by acceptance of its Class A Certificate (or in the case
of a Class A Certificate Owner, by virtue of such Class A
Certificate Owner's acquisition of a beneficial interest
therein), agrees to treat and to take no action inconsistent with
the treatment of the Class A Certificates (or beneficial interest
therein) for purposes of federal, state, local and foreign income
or franchise taxes and any other tax imposed on or measured by
income, as indebtedness. Each Class A Certificateholder agrees
that it will cause any Class A Certificate Owner acquiring an
interest in a Class A Certificate through it to comply with the
Agreement as to treatment as indebtedness for certain tax
purposes.
This Class A Certificate is issued under and is subject
to the terms, provisions and conditions of the Agreement, to
which Agreement, as amended from time to time, the Class A
Certificateholder by virtue of the acceptance hereof assents and
by which the Class A Certificateholder is bound.
This Class A Certificate does not represent an
obligation of, or an interest in, the Seller, the Originator or
the Servicer, and neither the Class A Certificates nor the
Accounts or Receivables are insured or guaranteed by the Federal
Deposit Insurance Corporation or any other governmental agency.
This Class A Certificate is limited in right of payment to
certain collections respecting the Receivables, all as more
specifically set forth in the Agreement and the Certificate
Purchase Agreement.
The transfer of this Class A Certificate shall be
registered in the Certificate Register upon surrender of this
Class A Certificate for registration of transfer at any office or
agency maintained by the Transfer Agent and Registrar accompanied
by a written instrument of transfer in a form satisfactory to the
Trustee and the Transfer Agent and Registrar duly executed by the
Class A Certificateholder or such Class A Certificateholder's
attorney-in-fact duly authorized in writing, and thereupon one or
more new Class A Certificates of authorized denominations and for
the same aggregate Undivided Interests will be issued to the
designated transferee or transferees.
As provided in the Agreement and subject to certain
limitations therein set forth, Class A Certificates are
exchangeable for new Class A Certificates evidencing like
aggregate Undivided Interests, as requested by the Class A
Certificateholder surrendering such Class A Certificates. No
service charge may be imposed for any such exchange but the
Servicer or Transfer Agent and Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith.
The Servicer, the Trustee, the Paying Agent and the
Transfer Agent and Registrar, and any agent of any of them, may
treat the person in whose name this Class A Certificate is
registered as the owner hereof for all purposes, and neither the
Servicer, the Trustee, the Paying Agent, the Transfer Agent and
Registrar, nor any agent of any of them or of any such agent
shall be affected by notice to the contrary except in certain
circumstances described in the Agreement.
Unless the certificate of authentication hereon has
been executed by or on behalf of the Trustee, by manual
signature, this Class A Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, Charming Shoppes Receivables Corp.
has caused this Class A Certificate to be duly executed under its
official seal.
CHARMING SHOPPES RECEIVABLES CORP.
By:
Authorized Officer
Attested to:
By:
Assistant Secretary
Date: November 9, 2000
CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates referred to in
the within-mentioned Agreement.
FIRST UNION NATIONAL BANK,
Trustee
By:
Authorized Officer
CLASS A INCREMENTAL FUNDINGS AND REPAYMENTS
Class A Principal Outstanding Maximum
Incremental Amount Repaid Principal Class A
Funded Amount Balance Funded
Amount
EXHIBIT A-2
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"). NEITHER THIS CERTIFICATE NOR ANY PORTION HEREOF
MAY BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED
EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS
OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF
ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS.
THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN
CONDITIONS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN AND IN THE CERTIFICATE
PURCHASE AGREEMENT, EACH REFERRED TO BELOW.
No. [______] Maximum Stated Amount
$[____________]
CHARMING SHOPPES MASTER TRUST
FLOATING RATE ASSET BACKED CERTIFICATE, SERIES 2000-VFC, CLASS B
Evidencing an Undivided Interest in a trust, the corpus of which
consists of a portfolio of credit card receivables acquired by
Charming Shoppes Receivables Corp. and other assets and interests
constituting the Trust under the Pooling and Servicing Agreement
described below.
(Not an interest in or obligation of,
Charming Shoppes Receivables Corp., Spirit of America National
Bank, Spirit of America, Inc.
Charming Shoppes, Inc. or any Affiliate thereof.)
This certifies that Charming Shoppes Receivables Corp.,
a Delaware corporation (the "Class B Certificateholder") is the
registered owner of the Undivided Interest in a trust (the
"Trust"), the corpus of which consists of a portfolio of
receivables (the "Receivables") now existing or hereafter created
under credit card accounts (the "Accounts") of Spirit of America
National Bank, a national banking association organized under the
laws of the United States, all monies due or to become due in
payment of the Receivables (including all Finance Charge
Receivables) and the other assets and interests constituting the
Trust pursuant to a Second Amended and Restated Pooling and
Servicing Agreement dated as of November 25, 1997, as amended on
July 22, 1999 (as further amended or otherwise modified from time
to time, the "Pooling and Servicing Agreement") and as
supplemented by the Series 2000-VFC Supplement, dated as of
November 9, 2000 (as amended or otherwise modified from time to
time, the "Series 2000-VFC Supplement"), each by and among
Charming Shoppes Receivables Corp., as Seller, Spirit of America,
Inc., as Servicer, and First Union National Bank, as Trustee (the
"Trustee"). To the extent not defined herein, capitalized terms
used herein have the meanings assigned in the Pooling and
Servicing Agreement as supplemented by the Series 2000-VFC
Supplement (as so supplemented, the "Agreement") as supplemented
by the Series 2000-VFC Supplement (as so supplemented, the
"Agreement").
The Class B Certificateholder is hereby authorized to
record on the grid attached to this Certificate (or at such
holder's option, in its internal books and records) the date and
amount of each Class B Incremental Funding made by it, the amount
of each repayment of the principal amount represented by this
Certificate and any reductions to the Maximum Class B Funded
Amount of this Certificate made pursuant to the Certificate
Purchase Agreement, dated as of November 9, 2000 among the
Seller, the Servicer, the initial Class A Certificateholder, the
administrator for the Conduit Purchaser, the Conduit Purchaser
and the initial Class B Certificateholder (as amended or
otherwise modified from time to time, the "Certificate Purchase
Agreement"); provided, however, that failure to make any such
recordation on the grid or records or any error in the grid or
records shall not adversely affect the Class B
Certificateholder's rights with respect to its interest in the
assets of the Trust and its right to receive monthly interest in
respect of the outstanding principal amount of this Certificate.
This Class B Certificate is issued under and is subject
to the terms, provisions and conditions of the Agreement, to
which Agreement, as amended from time to time, the Class B
Certificateholder by virtue of the acceptance hereof assents and
by which the Class B Certificateholder is bound.
This Class B Certificate does not represent an
obligation of, or an interest in, the Seller, the Originator or
the Servicer, and neither the Class B Certificates nor the
Accounts or Receivables are insured or guaranteed by the Federal
Deposit Insurance Corporation or any other governmental agency.
This Class B Certificate is limited in right of payment to
certain collections respecting the Receivables, all as more
specifically set forth in the Agreement and the Certificate
Purchase Agreement.
The transfer of this Class B Certificate shall be
registered in the Certificate Register upon surrender of this
Class B Certificate for registration of transfer at any office or
agency maintained by the Transfer Agent and Registrar accompanied
by a written instrument of transfer in a form satisfactory to the
Trustee and the Transfer Agent and Registrar duly executed by the
Class B Certificateholder or such Class B Certificateholder's
attorney-in-fact duly authorized in writing, and thereupon one or
more new Class B Certificates of authorized denominations and for
the same aggregate Undivided Interests will be issued to the
designated transferee or transferees.
As provided in the Agreement and subject to certain
limitations therein set forth, Class B Certificates are
exchangeable for new Class B Certificates evidencing like
aggregate Undivided Interests, as requested by the Class B
Certificateholder surrendering such Class B Certificates. No
service charge may be imposed for any such exchange but the
Servicer or Transfer Agent and Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith.
The Servicer, the Trustee, the Paying Agent and the
Transfer Agent and Registrar, and any agent of any of them, may
treat the person in whose name this Class B Certificate is
registered as the owner hereof for all purposes, and neither the
Servicer, the Trustee, the Paying Agent, the Transfer Agent and
Registrar, nor any agent of any of them or of any such agent
shall be affected by notice to the contrary except in certain
circumstances described in the Agreement.
Unless the certificate of authentication hereon has
been executed by or on behalf of the Trustee, by manual
signature, this Class B Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, Charming Shoppes Receivables Corp.
has caused this Class B Certificate to be duly executed under its
official seal.
CHARMING SHOPPES RECEIVABLES CORP.
By:
Authorized Officer
Attested to:
By:
Assistant Secretary
Date: November 9, 2000
CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates referred to in
the within-mentioned Agreement.
FIRST UNION NATIONAL BANK,
Trustee
By:
Authorized Officer
CLASS B INCREMENTAL FUNDINGS AND REPAYMENTS
Class B Principal Outstanding Maximum
Incremental Amount Repaid Principal Class B
Funded Amount Balance Funded
Amount
EXHIBIT B
FORM OF OPTIONAL PAYMENT INSTRUCTIONS
AND NOTIFICATION TO THE TRUSTEE
EXHIBIT B
Form of Optional Amortization Payment Instructions and
Notification to Trustee
Date of Notice: ____________ __, ____
The undersigned duly authorized representative of the
Servicer hereby notifies the Trustee and the affected Holders
that the Seller intends to cause a full or partial amortization
of the Class A Certificates, pursuant to Section 4(b) of the
Series 2000-VFC Supplement, dated as of November 9, 2000, among
Charming Shoppes Receivables Corp. (the "Seller"), Spirit of
America, Inc., (the "Servicer"), and First Union National Bank
(the "Trustee") (the "2000-VFC Supplement"). Capitalized terms
used herein, but not otherwise defined, shall have the meanings
given such terms in the 2000-VFC Supplement.
1. Optional Amortization Date:
2. Optional Amortization Amount:
3. Outstanding Funding Tranches: (a)
(b)
(c)
(d)
4. Amount of the Optional Amortization Amount allocated to each
Outstanding Funding Tranche:
(a)
(b)
(c)
(d)
The Trustee is hereby instructed to withdraw Available
Principal Collections and/or Available Shared Principal
Collections from the Collection Account in an amount sufficient
to pay the Class A Optional Amortization Amount to the Class A
Certificateholders. The Trustee is hereby instructed to pay this
amount to the Certificateholders in accordance with Section 5.1
of the Series 2000-VFC Supplement.
SPIRIT OF AMERICA, INC., as
Servicer
__________________________________
Name:
EXHIBIT C
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE
SPIRIT OF AMERICA, INC.
CHARMING SHOPPES MASTER TRUST
SERIES 2000-VFC
(A) DEFINITIONS
The undersigned, a duly authorized representative of Spirit
of America, Inc. ("Spirit"), as Servicer pursuant to the Second
Amended and Restated Pooling and Servicing Agreement dated as of
November 25, 1997, as amended on July 22, 1999 (as further
amended or otherwise modified from time to time, the "Pooling and
Servicing Agreement") by and among Charming Shoppes Receivables
Corp., as Seller, and First Union National Bank, as trustee (the
"Trustee"), does hereby certify as follows:
(i) Capitalized terms used in this notice have their respective
meanings set forth in the Pooling and Servicing Agreement;
provided, that the "preceding Due Period" shall mean the Due
Period immediately preceding the calendar month in which this
notice is delivered. References herein to certain sections and
subsections are references to the respective sections and
subsections of the Pooling and Servicing Agreement. This notice
is delivered pursuant to Section 4.9 of the Supplement.
(ii) Spirit is the Servicer under the Pooling and Servicing
Agreement.
(iii) The undersigned is a Servicing Officer.
(iv) The date of this notice is a Determination Date under the
Pooling and Servicing Agreement.
(b) INSTRUCTION TO MAKE A WITHDRAWAL
The Servicer does hereby instruct the Trustee (i) to make
withdrawals from the Collection Account on ______________ __,
_____, which date is a Distribution Date under the Pooling and
Servicing Agreement, in aggregate amounts set forth below in
respect of the following amounts and (ii) to apply the proceeds
of such withdrawals in accordance with Section 4.9 of the Series
2000-VFC Supplement, as applicable and Section 3 of the Pooling
and Servicing Agreement, as applicable:
(i) Pursuant to subsection 4.9(a)(i):
Class A Monthly Interest at
the Class A Certificate Rate
as provided by the Administrator,
on the Class A Investor Interest
$_____________
(ii) Pursuant to subsection 4.9(a)(ii): $_____________
(1) Write Down Accrual
for this Interest Period $_____________
(2) Write Down Accrual
from prior Interest Periods $_____________
(iii) [reserved]
(iv) Pursuant to subsection 4.9(a)(iv):
(1) Investor Monthly Servicing Fee
for this Interest Period $_____________
(2) Investor Monthly Servicing Fee
for prior Interest Periods $_____________
(v) Pursuant to subsection 4.9(a)(v):
(1) Class A Investor Loss Amount $_____________
(2) Class A Investor Dilution Amount $_____________
(vi) Pursuant to subsection 4.9(a)(vi):
The amount equal to the aggregate
amount of Class A Investor
Charge-Offs which have not been
previously reimbursed which will be treated
as a portion of Available Principal
Collections $_____________
(vii) Pursuant to subsection 4.9(a)(vii):
(1) Class B Investor Loss Amount $_____________
(2) Class B Investor Dilution Amount $_____________
(viii) Pursuant to subsection 4.9(a)(viii):
The amount equal to the aggregate
amount by which the Class B Investor
Interest has been reduced for reasons other
than the payment of principal to the
Class B Certificateholders (but not in
excess of the aggregate amount of such
reductions which have not been previously
reimbursed) which will be treated as a
portion of Available Principal Collections $_____________
(ix) Pursuant to subsection 4.9(a)(ix):
an amount up to the excess, if any, of the
Required Enhancement Amount (determined
after all deposits, withdrawals, reductions,
payments
and adjustments to be made with respect to
such Distribution Date) over the Specified
Enhancement Amount (determined after all
deposits, withdrawals, reductions, payments
and adjustments to be made with respect to
such Distribution Date) shall be deposited
in the Series Cash Collateral Account $_____________
(x) Pursuant to subsection 4.9(a)(x):
an amount up to the excess, if any, of the
Required Spread Account Amount (determined
after all deposits, withdrawals, reductions,
payments
and adjustments to be made with respect to
such Distribution Date) over the Spread
Account Amount (determined after all
deposits, withdrawals, reductions, payments
and adjustments to be made with respect to
such Distribution Date) shall be deposited
in the Spread Account $_____________
(xi) Pursuant to subsection 4.9(a)(xi):
(1) Class A Non-Use Fee for this
Interest Period $_____________
(2) Class A Non-Use Fee from prior
Interest Periods $_____________
(xii) Pursuant to subsection 4.9(a)(xii):
(1) Class A Additional Amounts for this
Interest Period $_____________
(2) Class A Additional Amounts for prior
Interest Periods $_____________
(xiii) Pursuant to subsection 4.9(a)(xiii):
Class B Monthly Interest at
the Class B Certificate Rate on the
Weighted Average Class B
Investor Interest $_____________
(xiv) Pursuant to subsection 4.9(a)(xiv):
An amount equal to (i) any Class B Non-Use
Fee payable to the Class B Certificateholders
under the Certificate Purchase Agreement for
such Distribution Date, plus (ii) any Class B
Additional Amounts payable to the Class B
Certificateholders under the Certificate
Purchase Agreement for such Distribution Date,
plus (iii) the amount of any past due Class B
Non-Use Fee and Class B Additional Amounts
payable will be paid to the Class B
Certificateholders in accordance
with the Certificate Purchase Agreement $_____________
(xv) Pursuant to subsection 4.9(a)(xv):
The balance, if any, after giving
effect to the payments made
pursuant to subparagraphs (x)
through (xiv) above to be applied
as Excess Finance Charge
Collections for such Distribution Date $_____________
(xvi) Pursuant to subsection 4.9(b)(i):
Class B Monthly Principal $_____________
(xvii) Pursuant to subsection 4.9(b)(ii):
An amount to be treated as Shared
Principal Collections $_____________
(xviii) Pursuant to subsection 4.9(b)(iii):
(1) An Amount to be paid to the Holder
of the Exchangeable Seller Certificate $_____________
(2) The Seller Interest on this
Distribution Date $_____________
(xix) Pursuant to subsection 4.9(c)(i):
Class A Monthly Principal $_____________
(xx) Pursuant to subsection 4.9(c)(ii):
Class B Monthly Principal $_____________
(xxi) Pursuant to subsection 4.9(c)(iii):
Amount to be treated as Shared
Principal Collections $_____________
(xxii) Pursuant to subsection 4.9(c)(iv):
Amount to be paid to the Holder
of the Exchangeable Seller's
Certificate $_____________
(xxiii) Pursuant to Section 4.14:
Amount of Shared Excess Finance
Charge Collections to be withdrawn
from the Collection Account to be
allocated to Series 2000-VFC and
distributed as provided in
Section 4.11. $_____________
(c)
INSTRUCTION TO MAKE CERTAIN PAYMENTS
Pursuant to Section 4.9 of the Supplement, the Servicer does
hereby instruct the Trustee to pay in accordance with Section 5.1
of the Supplement from the Collection Account on __________ __,
____, which date is a Distribution Date under the Pooling and
Servicing Agreement:
(i) Amount to be distributed to
Class A Certificateholders $_____________
(ii) Amount to be distributed to
Class B Certificateholders $_____________
(d) REALLOCATED CLASS B PRINCIPAL COLLECTIONS
Pursuant to Section 4.12 of the Supplement, the Servicer
does hereby instruct the Trustee to withdraw from the Collection
Account and apply Reallocated Class B Principal Collections
pursuant to Section 4.12 of the Supplement with respect to the
related Due Period in the following amounts:
Reallocated Class B
Principal Collections $_____________
(e) ACCRUED AND UNPAID AMOUNTS
After giving effect to the withdrawals and transfers to be
made in accordance with this notice, the following amounts will
be accrued and unpaid with respect to all Due Periods preceding
the current calendar month
[To specify accrued and unpaid amounts, if any, from any
applicable priority in the waterfall for the related
Distribution Date].
IN WITNESS WHEREOF, the undersigned has duly executed
this certificate this __ day of _______, ____.
SPIRIT OF AMERICA, INC.
Servicer
By:___________________________
Name:
Title:
EXHIBIT D
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
Series 0000-XXX
XXXXXX XX XXXXXXX, INC.
CHARMING SHOPPES MASTER TRUST
TO BE DELIVERED IN A FORM TO BE AGREED UPON BY THE TRUSTEE,
SERVICER, AND SELLER PRIOR TO THE INITIAL FUNDING HEREUNDER.
TABLE OF CONTENTS
PAGE
SECTION 1. Designation 1
SECTION 2. Definitions 1
SECTION 3. Servicing Compensation 17
SECTION 4. Variable Funding Mechanics 17
SECTION 5. Optional Repurchase; Reassignment and
Termination Provisions 20
SECTION 6. Maximum Funded Amounts 20
SECTION 7. Delivery and Payment for the Series 2000-VFC
Certificates 20
SECTION 8. Article IV of Agreement 21
SECTION 9. Article V of the Agreement 33
SECTION 10. Series Early Amortization Events 36
SECTION 11. Series 2000-VFC Termination 37
SECTION 12. Ratification of Agreement 37
SECTION 13. Counterparts 37
SECTION 14. Governing Law 38
SECTION 15. No Petition 38
SECTION 16. Tax Representation and Covenant 38
SECTION 17. Amendments 38
SECTION 18. Agent as Class A Certificateholder 38
TABLE OF CONTENTS
(continued)
EXHIBITS
EXHIBIT A-1 Form of Class A Certificate
EXHIBIT A-2 Form of Class B Certificate
EXHIBIT B Form of Optional Amortization Payment Instructions
and Notification to the Trustee
EXHIBIT C Form of Monthly Payment Instructions and
Notification to the Trustee
EXHIBIT D Form of Monthly Certificateholders' Statement
EXHIBIT E Form of Interest Rate Cap Agreement
