Exhibit 4.7
SRI RECEIVABLES PURCHASE CO., INC.
Transferor
SPECIALTY RETAILERS, INC.
Servicer
and
BANKERS TRUST (DELAWARE)
Trustee
on behalf of the Series 1995-1 Certificateholders
SERIES 1995-1 SUPPLEMENT
Dated as of August 11, 1995
to
AMENDED AND RESTATED
POOLING AND SERVICING AGREEMENT
Dated as of August 11, 1995
$21,700,000 Floating Rate Class A-1
Certificates, Series 1995-1
$1,500,000 Floating Rate Class B-1
Certificates, Series 1995-1
$1,800,000 Floating Rate Class C-1
Certificates, Series 1995-1
$5,120,000 Floating Rate Class D-1
Certificates, Series 1995-1
SRI RECEIVABLES MASTER TRUST
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TABLE OF CONTENTS
PAGE
SECTION 1. Designation................................................... 1
SECTION 2. Definitions................................................... 1
SECTION 3. Reassignment Terms............................................ 15
SECTION 3A.Conveyance of Interest in Interest Rate Cap; Cap
Proceeds Account....................................................... 15
SECTION 4. Delivery and Payment for the Series 1995-1 Certificates....... 15
SECTION 5. Form of Delivery of Series 1995-1 Certificates................ 16
SECTION 6. Article IV of Agreement....................................... 16
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND ALLOCATION AND APPLICATION
OF COLLECTIONS......................................................... 16
Section 4.4 Rights of Certificateholders.......................... 16
Section 4.5 Collections and Allocation, Payments on Exchangeable
Transferor Certificate............................................... 16
Section 4.6 Determination of Monthly Interest for the Series
1995-1 Certificates.................................................. 17
Section 4.7 Determination of Principal Amounts.................... 19
Section 4.8 [Reserved]............................................ 20
Section 4.9 Application of Funds on Deposit in the Collection
Account for the Certificates.......................................... 21
Section 4.10 Coverage of Negative Carry Amount and Required Amount
for the Series 1995-1 Certificates.................................... 28
Section 4.11 Payment of Certificate Interest....................... 29
Section 4.12 Payment of Certificate Principal...................... 29
Section 4.13 Investor Charge-Offs.................................. 30
Section 4.14 Shared Principal Collections.......................... 31
SECTION 7. Article V of the Agreement................................... 31
ARTICLE V
DISTRIBUTIONS AND REPORTS TO
INVESTOR CERTIFICATEHOLDERS............................................. 32
Section 5.1 Distributions......................................... 32
Section 5.2 Certificateholders' Statement......................... 33
SECTION 8. Series 1995-1 Pay Out Events................................. 34
SECTION 9. Series 1995-1 Termination.................................... 36
SECTION 10. Periodic Finance Charges and Other Fees...................... 36
SECTION 11. Legends; Transfer and Exchange; Restrictions on Transfer
of Series 1995-1 Certificates; Tax Treatment............... 36
SECTION 12. Ratification of Agreement.................................... 37
SECTION 13. Counterparts................................................. 38
SECTION 14. GOVERNING LAW................................................ 38
SECTION 15. The Trustee.................................................. 38
SECTION 16. Instructions in Writing...................................... 38
SECTION 17. Negative Carry Account....................................... 38
SECTION 18. Notices; Credit and Collection Policy Compliance and Changes;
Daily Report................................................ 39
SECTION 19. Ratings Reconfirmations...................................... 39
EXHIBITS
EXHIBIT A-1 Form of Class A Certificate
EXHIBIT A-2 Form of Class B Certificate
EXHIBIT A-3 Form of Class C Certificate
EXHIBIT A-4 Form of Class D Certificate
EXHIBIT B [Reserved]
EXHIBIT C Form of Monthly Certificateholders' Statement
EXHIBIT D Form of 144A Exchange Note and Certification
EXHIBIT E Representation Letter [Non-Rule 144A]
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SERIES 1995-1 SUPPLEMENT, dated as of August 11, 1995 (this
"SERIES SUPPLEMENT") by and among SRI RECEIVABLES PURCHASE CO., INC., a
corporation organized and existing under the laws of the State of Delaware, as
Transferor (the "TRANSFEROR"), SPECIALTY RETAILERS, INC., a corporation
organized and existing under the laws of Delaware, as Servicer (the "SERVICER"),
and BANKERS TRUST (DELAWARE), a banking corporation organized and existing under
the laws of the State of Delaware as trustee (together with its successors in
trust thereunder as provided in the Agreement referred to below, the "TRUSTEE")
under the Amended and Restated Pooling and Servicing Agreement dated as of
August 11, 1995 (the "AGREEMENT") among the Transferor, the Servicer and the
Trustee.
Section 6.9 of the Agreement provides, among other things,
that the Transferor 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 issuance
by the Trustee to the Transferor, for execution and redelivery to the Trustee
for authentication, one or more Series of Certificates.
Pursuant to this Series Supplement, the Transferor and the
Trustee shall create a new Series of Investor Certificates and shall specify the
Principal Terms thereof.
SECTION 1. DESIGNATION. There is hereby created a Series of
Investor Certificates to be issued pursuant to the Agreement and this Series
Supplement to be known generally as the "SERIES 1995-1 CERTIFICATES." The Series
1995-1 Certificates shall be issued in four Classes, which shall be designated
generally as the Class A-1 Certificates, Series 1995-1 (the "CLASS A CERTIFI
XXXXX"), the Class B-1 Certificates, Series 1995-1 (the "CLASS B CERTIFICATES"),
the Class C-1 Certificates, Series 1995-1 (the "CLASS C CERTIFICATES") and the
Class D-1 Certificates, Series 1995-1 (the "CLASS D CERTIFICATES").
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 Series
Supplement shall govern with respect to the Series 1995-1 Certificates. All
Article, Section or subsection references herein shall mean Article, Section or
subsections of the Agreement, as amended or supplemented by this Series
Supplement, 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 1995-1 Certificates and no other
Series of Certificates issued by the Trust.
"ADDITIONAL INTEREST" shall mean, at any time of
determination, the sum of Class A Additional Interest, Class B Additional
Interest, Class C Additional Interest and Class D Additional Interest.
"ADJUSTED INVESTED AMOUNT" shall mean the sum of the Class A
Adjusted Invested Amount, the Class B Adjusted Invested Amount, the Class C
Adjusted Invested Amount and the Class D Invested Amount.
"AMORTIZATION PERIOD COMMENCEMENT DATE" shall mean the earlier
of the first day of the December 1999 Monthly Period and the Pay Out
Commencement Date.
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"APPLICABLE RESERVE RATIO" shall mean for the November Monthly
Period, the December Monthly Period and the January Monthly Period, 2.0%, and
for each other Monthly Period, zero.
"AVAILABLE SERIES 1995-1 FINANCE CHARGE COLLECTIONS" shall
have the meaning specified in subsection 4.9(a).
"BASE RATE" shall mean the sum of (i) the weighted average of
the Class A Certificate Rate, the Class B Certificate Rate, the Class C
Certificate Rate and the Class D Certificate Rate plus (ii) the Series Servicing
Fee Percentage per annum.
"BUSINESS DAY" shall have the meaning set forth in the
Agreement; PROVIDED that as used in the definition of "LIBOR Rate" and "Rate
Determination Date," "Business Day" shall mean a day for dealings by and between
banks in U.S. dollar deposits in the London interbank eurodollar markets.
"CAP PROCEEDS ACCOUNT" shall have the meaning specified in
subsection 3A(b).
"CARRYOVER CLASS A INTEREST" shall mean on any Business Day in
a Monthly Period (a) any Class A Interest with respect to any Interest Accrual
Period beginning in a prior Monthly Period which has not previously been
deposited in the Interest Funding Account or paid on any previous Distribution
Date PLUS (b) any Class A Additional Interest.
"CARRYOVER CLASS B INTEREST" shall mean on any Business Day in
a Monthly Period (a) any Class B Interest with respect to any Interest Accrual
Period beginning in a prior Monthly Period which has not previously been
deposited in the Interest Funding Account or paid on any previous Distribution
Date PLUS (b) any Class B Additional Interest.
"CARRYOVER CLASS C INTEREST" shall mean on any Business Day in
a Monthly Period (a) any Class C Interest with respect to any Interest Accrual
Period beginning in a prior Monthly Period which has not previously been
deposited in the Interest Funding Account or paid on any previous Distribution
Date PLUS (b) any Class C Additional Interest.
"CLASS A ADDITIONAL INTEREST" shall have the meaning specified
in subsection 4.6(a).
"CLASS A ADJUSTED INVESTED AMOUNT" shall mean, when used with
respect to any Business Day, the Class A Invested Amount MINUS the amount on
deposit in the Principal Account allocated to the Class A Certificates.
"CLASS A CERTIFICATEHOLDER" shall mean the Person in whose
name a Class A Certificate is registered in the Certificate Register.
"CLASS A CERTIFICATEHOLDERS' INTEREST" shall mean the portion
of the Series 1995-1 Certificateholders' Interest evidenced by the Class A
Certificates.
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"CLASS A CERTIFICATE RATE" shall mean with respect to the
Class A Certificates, 6.395% per annum with respect to the initial Interest
Accrual Period and, with respect to each subsequent interest Accrual Period a
per annum rate of .52% in excess of LIBOR prevailing on the related Rate
Determination Date, calculated on the basis of the actual number of days elapsed
in such subsequent Interest Accrual Period over a year of 360 days.
"CLASS A CERTIFICATES" shall mean any of the certificates
executed by the Transferor and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-1 hereto.
"CLASS A CONTROLLED DISTRIBUTION AMOUNT" shall mean (i) with
respect to the Distribution Date on which the Class A Invested Amount is reduced
to zero, an amount equal to the sum of (x) $1,700,000 and (y) integral multiples
(including zero) of $2,500,000 in excess thereof not to exceed in the aggregate
the Class A Invested Amount as of such Distribution Date, and (ii) with respect
to any other Distribution Date, an amount equal to $2,500,000 and integral
multiples thereof (in each case prior to giving effect to any distribution in
respect of principal of such Certificates to be made on such Distribution Date).
"CLASS A DAILY PRINCIPAL AMOUNT" shall have the meaning
specified in subsection 4.9(c)(i).
"CLASS A EARLY TERMINATION AMOUNT" shall mean, following the
occurrence of an Early Termination Event and as of the Amortization Period
Commencement Date, the present value of a stream of payments each equal to the
product of the (i) Class A Invested Amount as of the Amortization Period
Commencement Date and (ii) 0.0125% payable monthly in arrears from the
Amortization Period Commencement Date through the January 2001 Distribution Date
and discounted at a rate of 0.50% PLUS the yield on the class of United States
Treasury Notes maturing closest to the January 2001 Date.
"CLASS A FIXED ALLOCATION PERCENTAGE" shall mean for any
Business Day the percentage equivalent of a fraction, the numerator of which is
the Class A Invested Amount at the end of the last day of the Revolving Period
and the denominator of which is the greater of (a) the aggregate amount of
Principal Receivables in the Trust and the amount on deposit in the Equalization
Account as of the end of the last day of the Revolving Period and (b) the sum of
the numerators used to calculate the allocation percentages with respect to
Principal Collection for all Series.
"CLASS A FLOATING ALLOCATION PERCENTAGE" shall mean, with
respect to any Business Day, the percentage equivalent of a fraction, the
numerator of which is the Class A Adjusted Invested Amount as of the end of the
preceding Business Day and the denominator of which is the greater of (a) the
sum of the amount of Principal Receivables in the Trust and the amounts on
deposit in the Equalization Account at the end of the preceding Business Day and
(b) the sum of the numerators with respect to all Classes of all Series then
outstanding on such Business Day used with respect to Principal Collections, to
calculate the applicable allocation percentage.
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"CLASS A INITIAL INVESTED AMOUNT" shall mean the aggregate
initial principal amount of the Class A Certificates, which is $21,700,000.
"CLASS A INTEREST" shall mean the interest distributable in
respect of the Class A Certificates as calculated in accordance with subsection
4.6(a).
"CLASS A INTEREST SHORTFALL" shall have the meaning specified
in subsection 4.6(a).
"CLASS A INVESTED AMOUNT" shall mean, when used with respect
to any Business Day, an amount equal to (a) the Class A Initial Invested Amount,
MINUS (b) the aggregate amount of principal payments made to Class A
Certificateholders prior to such Business Day, MINUS (c) the aggregate amount of
Class A Investor Charge-Offs for all prior Business Days, PLUS (d) the aggregate
amount allocated with respect to Class A Investor Charge-Offs and available on
all prior Business Days pursuant to subsection 4.9(a)(vi), for the purpose of
reinstating amounts reduced pursuant to the foregoing clause (c).
"CLASS A INVESTOR CHARGE-OFFS" shall have the meaning
specified in subsection 4.13(d).
"CLASS A INVESTOR PERCENTAGE" shall mean, for any Business
Day, (a) with respect to Finance Charge Collections and Receivables in Defaulted
Accounts at any time or Principal Collections during the Revolving Period, the
Class A Floating Allocation Percentage and (b) with respect to Principal
Collections during the Amortization Period, the Class A Fixed Allocation
Percentage.
"CLASS A PRINCIPAL" shall mean the principal distributable in
respect of the Class A Certificates as calculated in accordance with subsection
4.7(a).
"CLASS A POOL FACTOR" shall mean, with respect to any Record
Date, a number carried out to seven decimal places representing the ratio of the
Class A Invested Amount as of such Record Date (determined after taking into
account any increases or decreases in the Class A Invested Amount which will
occur on the following Distribution Date) to the Class A Initial Invested
Amount.
"CLASS B ADDITIONAL INTEREST" shall have the meaning specified
in subsection 4.6(b).
"CLASS B ADJUSTED INVESTED AMOUNT" shall mean, when used with
respect to any Business Day, the Class B Invested Amount MINUS the amount on
deposit in the Principal Account allocated to the Class B Certificates.
"CLASS B CERTIFICATEHOLDER" shall mean the Person in whose
name a Class B Certificate is registered in the Certificate Register.
"CLASS B CERTIFICATEHOLDERS' INTEREST" shall mean the portion
of the Series 1995-1 Certificateholders' Interest evidenced by the Class B
Certificates.
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"CLASS B CERTIFICATE RATE" shall mean, with respect to the
Class B Certificates, 7.375% per annum with respect to the initial Interest
Accrual Period and, with respect to each subsequent Interest Accrual Period a
per annum rate of 1.50% in excess of LIBOR prevailing on the related Rate
Determination Date, calculated on the basis of the actual number of days elapsed
in such subsequent Interest Accrual Period over a year of 360 days.
"CLASS B CERTIFICATES" shall mean any of the certificates
executed by the Transferor and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-2 hereto.
"CLASS B CONTROLLED DISTRIBUTION AMOUNT" shall mean (i) with
respect to the Distribution Date on which the Class B Invested Amount is reduced
to zero, an amount equal to $300,000 and integral multiples of $100,000 in
excess thereof not to exceed in the aggregate the Class B Invested Amount as of
such Distribution Date, and (ii) with respect to any other Distribution Date, an
amount equal to $100,000 and integral multiples thereof (in each case prior to
giving effect to any distribution in respect of principal of such Certificates
to be made on such Distribution Date).
"CLASS B DAILY PRINCIPAL AMOUNT" shall have the meaning
specified in subsection 4.9(c)(ii).
"CLASS B EARLY TERMINATION AMOUNT" shall mean, following the
occurrence of an Early Termination Event and as of the Amortization Period
Commencement Date, the present value of a stream of payments each equal to the
product of the (i) Class B Invested Amount as of the Amortization Period
Commencement Date and (ii) 0.0125%, payable monthly in arrears from the
Amortization Period Commencement Date through the April 2001 Distribution Date
and discounted at a rate of 0.50% plus the yield on the class of United States
Treasury Notes maturing closest to the April 2001 Distribution Date.
"CLASS B FIXED ALLOCATION PERCENTAGE" shall mean for any
Business Day the percentage equivalent of a fraction, the numerator of which is
the Class B Invested Amount at the end of the last day of the Revolving Period
and the denominator of which is the greater of (a) the aggregate amount of
Principal Receivables in the Trust and the amount on deposit in the Equalization
Account at the end of the last day of the Revolving Period and (b) the sum of
the numerators used to calculate allocation percentages with respect to
Principal Collections for all Series.
"CLASS B FLOATING ALLOCATION PERCENTAGE" shall mean, with
respect to any Business Day, the percentage equivalent of a fraction, the
numerator of which is the Class B Adjusted Invested Amount as of the end of the
preceding Business Day and the denominator of which is the greater of (a) the
sum of the amount of Principal Receivables in the Trust and the amount on
deposit in the Equalization Account as of the end of the preceding Business Day
and (b) the sum of the numerators with respect to all Classes of all Series then
outstanding on such Business Day used with respect to Principal Collections to
calculate the applicable allocation percentage.
"CLASS B INITIAL INVESTED AMOUNT" shall mean the aggregate
initial principal amount of the Class B Certificates, which is $1,500,000.
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"CLASS B INTEREST" shall mean the interest distributable in
respect of the Class B Certificates as calculated in accordance with subsection
4.6(b).
"CLASS B INTEREST SHORTFALL" shall have the meaning specified
in subsection 4.6(b).
"CLASS B INVESTED AMOUNT" shall mean, when used with respect
to any Business Day, an amount equal to (a) the Class B Initial Invested Amount,
MINUS (b) the aggregate amount of principal payments made to Class B
Certificateholders prior to such Business Day, MINUS (c) the aggregate amount of
Class B Investor Charge-offs for all prior Business Days, and PLUS (d) the
aggregate amount allocated with respect to Class B Investor Charge-Offs and
available on all prior Business Days pursuant to subsection 4.9(a)(ix), for the
purpose of reinstating amounts reduced pursuant to the foregoing clause (c).
"CLASS B INVESTOR CHARGE-OFFS" shall have the meaning
specified in subsection 4.13(c).
"CLASS B INVESTOR PERCENTAGE" shall mean, for any Distribution
Date, (a) with respect to Finance Charge Collections and Receivables in
Defaulted Accounts at any time or Principal Collections during the Revolving
Period, the Class B Floating Allocation Percentage and (b) with respect to
Principal Collections during the Amortization Period, the Class B Fixed
Allocation Percentage.
"CLASS B PRINCIPAL" shall mean the principal distributable in
respect of the Class B Certificates as calculated in accordance with subsection
4.7(b).
"CLASS B POOL FACTOR" shall mean, with respect to any Record
Date, a number carried out to seven decimal places representing the ratio of the
Class B Invested Amount as of such Record Date (determined after taking into
account any increases or decreases in the Class B Invested Amount which will
occur on the following Distribution Date) to the Class B Initial Invested
Amount.
"CLASS B PRINCIPAL PAYMENT COMMENCEMENT DATE" shall mean the
earlier of (a) the Distribution Date in an Amortization Period on which the
Class A Invested Amount is paid in full or, if there are no Principal
Collections allocable to the Series 1995-1 Investor Certificates remaining after
payments have been made to the Class A Certificates on such Distribution Date,
the Distribution Date following the Distribution Date on which the Class A
Invested Amount is paid in full and (b) the Distribution Date following a sale
or repurchase of the Receivables as set forth in Sections 2.4(d), 9.2, 10.2,
12.1 or 12.2 of the Agreement and Section 3 of this Series Supplement.
"CLASS C ADDITIONAL INTEREST" shall have the meaning specified
in subsection 4.6(c).
"CLASS C ADJUSTED INVESTED AMOUNT" shall mean, when used with
respect to any Business Day, the Class C Invested Amount MINUS the amount on
deposit in the Principal Account allocated to the Class C Certificates.
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"CLASS C CERTIFICATEHOLDER" shall mean the Person in whose
name a Class C Certificate is registered in the Certificate Register.
"CLASS C CERTIFICATEHOLDERS' INTEREST" shall mean the portion
of the Series 1995-1 Certificateholders' Interest evidenced by the Class C
Certificates.
"CLASS C CERTIFICATE RATE" shall mean, with respect to the
Class C Certificates, 7.375% per annum with respect to the initial Interest
Accrual Period and, with respect to each subsequent Interest Accrual Period a
per annum rate of 1.50% in excess of LIBOR prevailing on the related Rate
Determination Date, calculated on the basis of the actual number of days elapsed
in such subsequent Interest Accrual Period over a year of 360 days.
"CLASS C CERTIFICATES" shall mean any of the certificates
executed by the Transferor and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-3 hereto.
"CLASS C DAILY PRINCIPAL AMOUNT" shall have the meaning
specified in subsection 4.9(c)(iii).
"CLASS C EARLY TERMINATION AMOUNT" shall mean, following the
occurrence of an Early Termination Event and as of the Amortization Period
Commencement Date, the present value of a stream of payments each equal to the
product of the (i) Class C Invested Amount as of the Amortization Period
Commencement Date and (ii) 0.0125%, payable monthly in arrears from the
Amortization Period Commencement Date through the July 2001 Distribution Date
and discounted at a rate of 0.50% plus the yield on the class of United States
Treasury Notes maturing closest to the July 2001 Distribution Date.
"CLASS C FIXED ALLOCATION PERCENTAGE" shall mean for any
Business Day the percentage equivalent of a fraction, the numerator of which is
the Class C Invested Amount at the end of the last day of the Revolving Period
and the denominator of which is the greater of (a) the aggregate amount of
Principal Receivables in the Trust and the amount on deposit in the Equalization
Account as of the end of the last day of the Revolving Period and (b) the sum of
the numerators used to calculate allocation percentages with respect to
Principal Collections for all Series.
"CLASS C FLOATING ALLOCATION PERCENTAGE" shall mean with
respect to any Business Day, the percentage equivalent of a fraction, the
numerator of which is the Class C Adjusted Invested Amount as of the end of the
preceding Business Day and the denominator of which is the greater of (a) the
sum of the amount of Principal Receivables in the Trust and the amount on
deposit in the Equalization Account at the end of the preceding Business Day and
(b) the sum of the numerators with respect to all Classes of all Series then
outstanding on such Business Day used with respect to Principal Collections to
calculate the applicable allocation percentage.
"CLASS C INITIAL INVESTED AMOUNT" shall mean the aggregate
initial principal amount of the Class C Certificates, which is $1,800,000.
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"CLASS C INTEREST" shall mean the interest distributable in
respect of the Class C Certificates as calculated in accordance with subsection
4.6(c).
"CLASS C INTEREST SHORTFALL" shall have the meaning specified
in subsection 4.6(c).
"CLASS C INVESTED AMOUNT" shall mean, when used with respect
to any Business Day, an amount equal to (a) the Class C Initial Invested Amount,
MINUS (b) the aggregate amount of principal payments made to Class C
Certificateholders prior to such Business Day, MINUS (c) the aggregate amount of
Class C Investor Charge-Offs for all prior Business Days, and PLUS (d) the
aggregate amount allocated with respect to Class C Investor Charge-Offs and
available on all prior Business Days pursuant to subsection 4.9(a)(x), for the
purpose of reinstating amounts reduced pursuant to the foregoing clause (c).
"CLASS C INVESTOR CHARGE-OFFS" shall have the meaning
specified in subsection 4.13(b).
"CLASS C INVESTOR PERCENTAGE" shall mean, for any Distribution
Date, (a) with respect to Finance Charge Collections and Receivables in
Defaulted Accounts at any time or Principal Collections during the Revolving
Period, the Class C Floating Allocation Percentage and (b) with respect to
Principal Collections during the Amortization Period, the Class C Fixed
Allocation Percentage.
"CLASS C PRINCIPAL" shall mean the principal distributable in
respect of the Class C Certificates as calculated in accordance with subsection
4.7(c).
"CLASS C POOL FACTOR" shall mean, with respect to any Record
Date, a number carried out to seven decimal places representing the ratio of the
Class C Invested Amount as of such Record Date (determined after taking into
account any increases or decreases in the Class C Invested Amount which will
occur on the following Distribution Date) to the Class C Initial Invested
Amount.
"CLASS C PRINCIPAL PAYMENT COMMENCEMENT DATE" shall mean the
earlier of (a) the Distribution Date in an Amortization Period on which the
Class B Invested Amount is paid in full or, if there are no Principal
Collections allocable to the Series 1995-1 Investor Certificates remaining after
payments have been made to the Class B Certificates on such Distribution Date,
the Distribution Date following the Distribution Date on which the Class B
Invested Amount is paid in full and (b) the Distribution Date following a sale
or repurchase of the Receivables as set forth in Sections 2.4(d), 9.2, 10.2,
12.1 or 12.2 of the Agreement and Section 3 of this Series Supplement.
"CLASS D CERTIFICATEHOLDER" shall mean the Person in whose
name a Class D Certificate is registered in the Certificate Register.
"CLASS D CERTIFICATEHOLDERS' INTEREST" shall mean the portion
of the Series 1995-1 Certificateholders' Interest evidenced by the Class D
Certificates.
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"CLASS D CERTIFICATE RATE" shall mean 0% per annum.
"CLASS D CERTIFICATES" shall mean any of the certificates
executed by the Transferor and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-4 hereto.
"CLASS D DAILY PRINCIPAL AMOUNT" shall have the meaning
specified in subsection 4.9(c)(iv).
"CLASS D FIXED ALLOCATION PERCENTAGE" shall mean for any
Business Day the percentage equivalent of a fraction, the numerator of which is
the Class D Invested Amount at the end of the last day of the Revolving Period
and the denominator of which is the greater of (a) the sum of the amount of
Principal Receivables in the Trust and the amount on deposit in the Equalization
Account at the end of the last day of the Revolving Period and (b) the sum of
the numerators used to calculate allocation percentages with respect to
Principal Collections for all Series.
"CLASS D FLOATING ALLOCATION PERCENTAGE" shall mean with
respect to any Business Day the percentage equivalent of a fraction, the
numerator of which is the Class D Invested Amount as of the end of the preceding
Business Day and the denominator of which is the greater of (a) the sum of the
amount of Principal Receivables in the Trust and the amount on deposit in the
Equalization Account at the end of the preceding Business Day and (b) the sum of
the numerators with respect to all Classes of all Series then outstanding on
such Business Day used with respect to Principal Collections to calculate the
applicable allocation percentage.
"CLASS D INITIAL INVESTED AMOUNT" shall mean the aggregate
initial principal amount of the Class D Certificates, which is $5,120,000.
"CLASS D INVESTED AMOUNT" shall mean, when used with respect
to any Business Day, an amount equal to (a) the Class D Initial Invested Amount,
MINUS (b) the aggregate amount of principal payments made to Class D
Certificateholders prior to such Business Day, MINUS (c) the amount deposited in
the Negative Carry Account, if any, pursuant to subsection 4.7(a), MINUS (d) the
aggregate amount of Class D Investor Charge-offs for all prior Business Days,
PLUS (e) the aggregate amount allocated with respect to Class D Investor
Charge-Offs and available on all prior Business Days pursuant to subsection
4.9(a)(xii), for the purpose of reinstating amounts reduced pursuant to the
foregoing clause (d) and PLUS (f) on the Class D Principal Payment Commencement
Date, an amount equal to the amount on deposit in the Negative Carry Account.
"CLASS D INVESTOR CHARGE-OFFS" shall have the meaning
specified in subsection 4.13(a).
"CLASS D INVESTOR PERCENTAGE" shall mean, for any Business
Day, (a) with respect to Finance Charge Collections and Receivables in Defaulted
Accounts at any time or Principal Collections during the Revolving Period, the
Class D Floating Allocation Percentage and (b) with respect to Principal
Collections during the Amortization Period, the Class D Fixed Allocation
Percentage.
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"CLASS D PRINCIPAL" shall mean the principal distributable in
respect of the Class D Certificates as calculated in accordance with subsection
4.7(d).
"CLASS D POOL FACTOR" shall mean, with respect to any Record
Date, a number carried out to seven decimal places representing the ratio of the
Class D Invested Amount as of such Record Date (determined after taking into
account any increases or decreases in the Class D Invested Amount which will
occur on the following Distribution Date) to the Class D Initial Invested
Amount.
"CLASS D PRINCIPAL PAYMENT COMMENCEMENT DATE" shall mean the
earlier of (a) the Distribution Date on which the Class C Invested Amount is
paid in full or, if there are no Principal Collections allocable to the Series
1995-1 Investor Certificates remaining after payments have been made to the
Class C Certificates on such Distribution Date, the Distribution Date following
the Distribution Date on which the Class C Invested Amount is paid in full and
(b) the Distribution Date following a sale or repurchase of the Receivables as
set forth in Sections 2.4(a), 9.2, 10.21, 12.1 and 12.2 of the Agreement and
Section 3 of this Series Supplement.
"CONTROLLED AMORTIZATION PERIOD" shall mean, with respect to
the Series 1995-1 Certificates, unless a Pay Out Event shall have occurred with
respect to such Series prior thereto, the period commencing on the Amortization
Period Commencement Date and ending upon the earliest to occur of (x) the
payment in full to the Investor Certificateholders of the Invested Amount, and
(y) the Series 1995-1 Termination Date.
"DAILY CAP PROCEEDS AMOUNT" shall mean, with respect to any
Business Day, an amount on deposit in the Cap Proceeds Account equal to the
lesser of (A) the amount determined to be deposited in the Interest Funding
Account pursuant to clause (y) of subsections 4.9(a)(i), (ii) and (iii), and (B)
the sum of (a) the product of (x) the quotient of (I) the amount deposited in
the Cap Proceeds Account on the immediately preceding payment date for the
Interest Rate Caps DIVIDED BY (II) the number of days from payment date to
payment date for such Interest Rate Caps times (y) the number of days elapsed
since the preceding Business Day and (b) the aggregate amount not transferred
prior to such day during the period since the preceding payment date pursuant to
this subclause (B).
"DISTRIBUTION DATE" shall mean September 20, 1995 and the
third Wednesday of each March, June, September and December thereafter, or if
such day is not a Business Day, the next succeeding Business Day.
"EARLY AMORTIZATION PERIOD" shall mean the period commencing
on the Pay Out Commencement Date and ending on the earlier to occur of (i) the
date of termination of the Trust pursuant to Section 12.1 of the Agreement or
(ii) the Series 1995-1 Termination Date.
"EARLY TERMINATION EVENT" shall have the meaning specified in
Section 8.
"ENHANCEMENT" shall mean, with respect to the Class A
Certificates, the subordination of the Class B Invested Amount, the Class C
Invested Amount, and the Class D Invested Amount,
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with respect to the Class B Certificates, the subordination of the Class C
Invested Amount and the Class D Invested Amount, and with respect to the Class C
Certificates, the subordination of the Class D Invested Amount.
"EXCESS FINANCE CHARGE COLLECTIONS" shall mean, with respect
to any Business Day, as the context requires, either (x) the amount described in
subsection 4.9(a)(xvii) allocated to the Series 1995-1 Certificates but
available to cover shortfalls in amounts paid from Finance Charge Collections
for other Series, if any or (y) the aggregate amount of Finance Charge
Collections allocable to other Series in excess of the amounts necessary to make
required payments with respect to such Series, if any, and available to cover
shortfalls with respect to the Series 1995-1 Certificates.
"FIXED ALLOCATION PERCENTAGE" shall mean for any Distribution
Date the percentage equivalent of a fraction, the numerator of which is the
Invested Amount at the end of the last day of the Revolving Period and the
denominator of which is the greater of (a) the sum of the aggregate amount of
Principal Receivables in the Trust and the amount on deposit in the Equalization
Account as of the end of the last day of the Revolving Period and (b) the sum of
the numerators used to calcu late allocation percentages with respect to
Principal Collections for all Series.
"FLOATING ALLOCATION PERCENTAGE" shall mean for any Business
Day the sum of the applicable Class A Floating Allocation Percentage, Class B
Floating Allocation Percentage, Class C Floating Allocation Percentage, and
Class D Floating Allocation Percentage for such Business Day.
"INITIAL INVESTED AMOUNT" shall mean the aggregate initial
principal amount of the Investor Certificates of Series 1995-1, which is
$30,120,000.
"INTEREST ACCRUAL PERIOD" shall mean, with respect to a
Distribution Date, the period from and including the preceding Distribution Date
to and excluding such Distribution Date; PROVIDED, HOWEVER, that the initial
Interest Accrual Period will run from the Series 1995-1 Closing Date to and
excluding the initial Distribution Date.
"INTEREST RATE CAP AGREEMENT" shall mean an interest rate cap
agreement in form and substance satisfactory to the Trustee and the Rating
Agency between the Transferor and an obligor pursuant to which the obligor will
be paid its entire consideration by the Transferor on the date of execution
thereof and which obligor will be obligated for a term ending not earlier than
the Scheduled Series 1995-1 Termination Date to make payments to the Trustee
quarterly with respect to each set quarterly period specified therein in an
amount (if positive) equal to the product of (i) the remainder of (A) an index
rate which shall be equal to LIBOR (or a similar three-month offered rate quoted
in the London interbank eurodollar market) (as if the Interest Accrual Period
referenced in the definition thereof was the applicable set quarterly period)
MINUS (B) 12%, MULTIPLIED BY (ii) a notional amount specified therein,
multiplied by (iii) the ratio of the actual number of days in such set quarterly
period to 360; PROVIDED, HOWEVER, that the interest rate cap agreement can
deviate from the terms described herein if the Transferor receives prior written
approval with respect to any such deviations from (i) the Rating Agency and (ii)
Holders of Investor Certificates representing more than 50% of the aggregate
Undivided Interests.
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"INTEREST RATE CAPS" shall mean the interest rate cap or caps
provided pursuant to Interest Rate Cap Agreements by one or more obligors, each
of which shall be acceptable to the Rating Agency and shall have a long-term
unsecured debt rating of not less than AAA and a short term unsecured debt
rating of A-l+ by Standard & Poor's Corporation (the "REQUISITE CAP RATING") and
shall contain an arrangement for the replacement of such obligor or the
substitution of alternative credit enhancement provisions (any of which shall
have the Requisite Cap Ratings) in the event that such then-current interest
rate cap shall be downgraded below the Requisite Cap Ratings.
"INVESTED AMOUNT" shall mean, when used with respect to any
Business Day, an amount equal to the sum of (a) the Class A Invested Amount as
of such Business Day, (b) the Class B Invested Amount as of such Business Day,
(c) the Class C Invested Amount as of such Business Day and (d) the Class D
Invested Amount as of such Business Day.
"INVESTOR CERTIFICATEHOLDER" shall mean the Holder of record
of an Investor Certificate of Series 1995-1.
"INVESTOR CERTIFICATES" shall mean the Class A Certificates,
the Class B Certificates, the Class C Certificates and the Class D Certificates.
"INVESTOR CHARGE-OFFS" shall mean the sum of Class A Investor
Charge-Offs, Class B Investor Charge-Offs, Class C Investor Charge-Offs and
Class D Investor Charge-Offs.
"INVESTOR DEFAULT AMOUNT" shall mean, with respect to each
Business Day, an amount equal to the product of the Default Amount for such
Business Day and the Floating Allocation Percentage applicable for such Business
Day.
"INVESTOR PERCENTAGE" shall mean for any Business Day, (a)
with respect to Finance Charge Receivables and Receivables in Defaulted Accounts
at any time or Principal Receivables during the Revolving Period, the Floating
Allocation Percentage and (b) with respect to Principal Receivables during the
Amortization Period, the Fixed Allocation Percentage.
"ISSUANCE DATE" shall mean the Series 1995-1 Closing Date.
"LIBOR" shall mean, with respect to any Interest Accrual
Period, the rate obtained by dividing (x) the three-month rate described on the
Dow Xxxxx Telerate System, page 3750, as of 11:00 a.m. London time on the Rate
Determination Date divided by (y) a percentage equal to one minus the stated
maximum rate (stated as a decimal) of all reserves required to be maintained
against "Eurocurrency Liabilities" as specified in Regulation D (or against any
other category of liabilities which includes deposits by reference to which the
interest rate on LIBOR is determined or any category of extensions of credit or
other assets which includes loans by a non-United States office of any bank to
United States residents); provided, however, with respect to clause (x) above,
in the event such rate shall not be provided, "LIBOR" shall mean (a) the
arithmetic average (rounded upwards to the nearest 1/16th of l%) of the rates at
which deposits in United States dollars are offered to four reference banks
selected by BT Securities Corp. in the interbank eurodollar market
- 12 -
at approximately 11:00 a.m. (London time) divided by (b) the percentage
specified in clause (y) above.
"MINIMUM RETAINED PERCENTAGE" shall mean 3.5%.
"MINIMUM TRANSFEROR PERCENTAGE" shall mean the Applicable
Reserve Ratio.
"MONTHLY PERIOD" shall have the meaning specified in the
Agreement, except that the first Monthly Period with respect to the Series
1995-1 Certificates shall begin on and include the Series 1995-1 Closing Date
and shall end on and include September 1, 1995.
"NEGATIVE CARRY ACCOUNT" shall have the meaning specified in
subsection 17(a).
"NEGATIVE CARRY AMOUNT" shall have the meaning specified in
subsection 4.10(a).
"NEGATIVE CARRY FILL-UP DATE" shall have the meaning specified
in subsection 17(b).
"PAY OUT COMMENCEMENT DATE" shall mean the date on which a
Trust Pay Out Event is deemed to occur pursuant to Section 9.1 of the Agreement
or a Series 1995-1 Pay Out Event is deemed to occur pursuant to Section 8 of
this Series Supplement.
"PORTFOLIO YIELD" shall mean for the Series 1995-1
Certificates, with respect to any Monthly Period, the annualized percentage
equivalent of a fraction, the numerator of which is an amount equal to the sum
of the aggregate amount of Available Series 1995-1 Finance Charge Collections
and the aggregate Daily Cap Proceeds Amount for such Monthly Period, calculated
on a cash basis, MINUS the aggregate Investor Default Amount for such Monthly
Period, and the denominator of which is the average daily Invested Amount during
the preceding Monthly Period.
"PRINCIPAL SHORTFALLS" shall mean on any Business Day (x) for
Series 1995-1 the Invested Amount of the class then receiving principal payments
after the application of Principal Collections on such Business Day or (y) for
any other Series the amounts specified as such in the Supplement for such other
Series.
"RATE DETERMINATION DATE" shall mean, with respect to any
Interest Accrual Period, the second Business Day before the first day of such
Interest Accrual Period.
"RATING AGENCY" shall mean Standard & Poor's Ratings Group and
Duff & Xxxxxx Credit Rating Co.
"REQUIRED AMOUNT" shall have the meaning specified in Section
4.10.
"REVOLVING PERIOD" shall mean the period from and including
the Series 1995-1 Closing Date to, but not including, the Amortization Period
Commencement Date.
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"SCHEDULED SERIES 1995-1 TERMINATION DATE" shall mean the
January 2003 Distribution Date.
"SERIES 1995-1" shall mean the Series of the SRI Receivables
Master Trust represented by the Series 1995-1 Certificates.
"SERIES 1995-1 CERTIFICATEHOLDER" shall mean the holder of
record of any Series 1995-1 Investor Certificate.
"SERIES 1995-1 CERTIFICATEHOLDERS' INTEREST" shall have the
meaning specified in Section 4.4.
"SERIES 1995-1 CLOSING DATE" shall mean August 11, 1995.
"SERIES 1995-1 PAY OUT EVENT" shall have the meaning specified
in Section 8.
"SERIES 1995-1 TERMINATION DATE" shall mean the earlier to
occur of (i) the day after the Distribution Date on which the Series 1995-1
Certificates are paid in full, or (ii) the Scheduled Series 1995-1 Termination
Date.
"SERIES SERVICING FEE PERCENTAGE" shall mean 2.0%.
"SERVICING FEE" shall mean for any Monthly Period, an amount
equal to the product of (i) one-twelfth, (ii) the Series Servicing Fee
Percentage and (iii) the Adjusted Invested Amount as of the preceding Record
Date, or, in the case of the first Distribution Date, the Initial Invested
Amount.
"SHARED PRINCIPAL COLLECTIONS" shall mean, as the context
requires, either (a) the amount allocated to the Series 1995-1 Investor
Certificates which, in accordance with subsections 4.9(b) and 4.9(c)(iv), may be
applied in accordance with Section 4.3(e) of the Agreement or (b) the amounts
allocated to the investor certificates (other than Transferor Retained
Certificates) of other Series which 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 1995-1 Investor
Certificates.
"TERMINATION PAYMENT DATE" shall mean the earlier of the first
Distribution Date following the liquidation or sale of the Receivables as a
result of an Insolvency Event and the occurrence of the Scheduled Series 1995-1
Termination Date.
"TRANSFEROR FINANCE CHARGE COLLECTIONS" shall mean on any
Business Day the product of (a) the Finance Charge Collections for such Business
Day, (b) the Transferor Percentage and (c) the Floating Allocation Percentage.
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"TRANSFEROR RETAINED CERTIFICATES" shall mean investor
certificates of any Series, including the Class D Certificates, which the
Transferor is required to retain, but only for so long as the Transferor is the
Holder of such Certificates.
SECTION 3. REASSIGNMENT TERMS. The Series 1995-1 Certificates
shall be subject to termination by the Transferor at its option, in accordance
with the terms specified in subsection 12.2(a) of the Agreement, on any
Distribution Date on or after the Distribution Date on which the sum of the
Class A Invested Amount, the Class B Invested Amount and the Class C Invested
Amount is reduced to an amount less than or equal to 10% of the sum of the Class
A Initial Invested Amount, the Class B Initial Invested Amount and the Class C
Initial Invested Amount. The deposit required in connection with any such
termination and final distribution shall be equal to the sum of the Class A
Invested Amount, the Class B Invested Amount and the Class C Invested Amount
PLUS accrued and unpaid interest on the Series 1995-1 Certificates through the
day prior to the Distribution Date on which the final distribution occurs.
SECTION 3A. CONVEYANCE OF INTEREST IN INTEREST RATE CAP; CAP
PROCEEDS ACCOUNT. (a) The Transferor hereby covenants and agrees that, on or
prior to the Series 1995-1 Closing Date, it shall obtain Interest Rate Caps by
entering into one or more Interest Rate Cap Agreements such that the aggregate
notional amount under all such agreements shall, at any time, be at least equal
to the Invested Amount at such time. The Transferor hereby assigns, sets-over,
conveys, pledges and grants a security interest and lien (free and clear of all
other Liens) to the Trustee for the benefit of the Series 1995-1
Certificateholders, in all of the Transferor's right, title and interest now
existing or hereafter arising in and to the Interest Rate Cap Agreements and the
Interest Rate Caps arising thereunder, together with the Cap Proceeds Amount and
all other proceeds thereof, as collateral security for the benefit of the Series
1995-1 Certificateholders. The Transferor hereby further agrees to execute all
such instruments, documents and financing statements and take all such further
action requested by the Trustee to evidence and perfect the assignment of the
Interest Rate Cap Agreements and the Interest Rate Caps pursuant to this Section
3A.
(b) The Trustee, for the benefit of the Series 1995-1
Certificateholders, shall establish and maintain with a Qualified Institution in
the name of the Trust, a certain segregated trust account (the "CAP PROCEEDS
ACCOUNT"). All amounts received by the Trustee pursuant to the Interest Rate
Caps on the settlement date for any Interest Rate Cap (a "CAP SETTLEMENT DATE")
shall be deposited in the Cap Proceeds Account. Funds in the Cap Proceeds
Account shall be invested at the direction of the Servicer, in Cash Equivalents
with maturities not later than the next succeeding Business Day. Any earnings on
such invested funds shall be deposited and held in the Cap Proceeds Account and
applied in the same manner and priority as payments pursuant to the Interest
Rate Caps.
SECTION 4. DELIVERY AND PAYMENT FOR THE SERIES 1995-1
CERTIFICATES. The Transferor shall execute and deliver the Series 1995-1
Certificates to the Trustee for authentication in accordance with Section 6.1 of
the Agreement. The Trustee shall deliver the Series 1995-1 Certificates to or
upon the order of the Transferor when authenticated in accordance with Section
6.2 of the Agreement.
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SECTION 5. FORM OF DELIVERY OF SERIES 1995-1 CERTIFICATES. The
Class A Certificates, the Class B Certificates, the Class C Certificates and the
Class D Certificates, shall be delivered as Registered Certificates as provided
in Section 6.1 of the Agreement.
SECTION 6. ARTICLE IV OF AGREEMENT. Sections 4.l, 4.2 and 4.3
of the Agreement shall 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
1995-1 Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.4 RIGHTS OF CERTIFICATEHOLDERS. The Series 1995-1
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 1995-1 Certificates at the times and in the amounts
specified in this Agreement, (a) the Floating Allocation Percentage and Fixed
Allocation Percentage (as applicable from time to time) of Collections available
in the Collection Account, (b) funds allocable to the Series 1995-1 Certificates
on deposit in the Equalization Account and (c) funds on deposit in the Interest
Funding Account, the Principal Account, the Cap Proceeds Account and the
Distribution Account (for such Series, the "SERIES 1995-1 CERTIFICATEHOLDERS'
INTEREST"). The Class B Invested Amount, the Class C Invested Amount and the
Class D Invested Amount shall be subordinated to the Class A Certificates, the
Class C Invested Amount and the Class D Invested Amount shall be subordinated to
the Class B Certificates, and the Class D Invested Amount shall be subordinated
to the Class C Certificates, in each case to the extent provided in this Article
IV. The Class B Certificates will not have the right to receive payments of
principal until the Class A Invested Amount has been paid in full. The Class C
Certificates will not have the right to receive payments of principal until the
Class A Invested Amount and the Class B Invested Amount have been paid in full.
The Class D Certificates will not have the right to receive payments of
principal until the Class A Invested Amount, the Class B Invested Amount and the
Class C Invested Amount have been paid in full.
Section 4.5 COLLECTIONS AND ALLOCATION, PAYMENTS ON
EXCHANGEABLE TRANSFEROR CERTIFICATE.
(a) COLLECTIONS. The Servicer will apply or will instruct the
Trustee to apply all funds on deposit in the Collection Account and the
Equalization Account allocable to the Series 1995-1 Certificates, and all funds
on deposit in the Interest Funding Account, the Principal Account and the
Distribution Account maintained for this Series, as described in this Article
IV.
(b) [Reserved]
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(c) PAYMENTS TO THE HOLDER OF THE EXCHANGEABLE TRANSFEROR
CERTIFICATE. On each Business Day, the Servicer shall
determine whether a Pay Out Event is deemed to have
occurred with respect to the Series 1995-1 Certificates,
and the Servicer shall allocate and pay Collections in
accordance with the Daily Report with respect to such
Business Day to the Holder of the Exchangeable Transferor
Certificate as follows:
(i) For each Business Day with respect to the Revolving
Period, in addition to amounts allocated and paid to the
Holder of the Exchangeable Transferor Certificate pursuant
to subsection 4.3(b) of the Agreement, an amount equal to
the product of the Class D Floating Allocation Percentage
and the amount of Principal Collections on such Business
Day.
(ii) For each Business Day with respect to the
Amortization Period prior to the Business Day on which an
amount equal to the Class C Invested Amount has been
deposited in the Principal Account to be applied to the
payment of Class C Principal, in addition to amounts
allocated and paid to the Holder of the Exchangeable
Transferor Certificate pursuant to subsection 4.3(b) of the
Agreement, an amount equal to the product of the Class D
Fixed Allocation Percentage and the amount of Principal
Collections on such Business Day.
(iii) For each Business Day on and after the day on
which Principal Collections are being deposited in the
Principal Account pursuant to Section 4.9(c)(iv), the amount
of payments made to the Holder of the Exchangeable
Transferor Certificate shall be determined only as provided
in subsection 4.3(b) of the Agreement.
Notwithstanding the foregoing, amounts payable to the Holders
of the Exchangeable Transferor Certificate pursuant to subsection 4.5(c)(i) or
(ii) shall instead be deposited in the Equalization Account to the extent
necessary to prevent the Transferor Interest from being less than the Minimum
Transferor Interest.
The allocations to be made pursuant to this subsection 4.5(c)
also apply to deposits into the Collection Account that are treated as
Collections, including Adjustment Payments, payment of the reassignment price
pursuant to Section 2.4(d) of the Agreement and proceeds from the sale,
disposition or liquidation of the Receivables pursuant to Section 9.2, 10.2,
12.1 or 12.2 of the Agreement and Section 3 of this Series Supplement. Such
deposits to be treated as Collections will be allocated as Finance Charge
Receivables or Principal Receivables as provided in the Agreement.
Section 4.6 DETERMINATION OF MONTHLY INTEREST FOR THE SERIES
1995-1 CERTIFICATES. (a) The amount of monthly interest (for the Series 1995-1
Certificates, the "CLASS A INTEREST") allocable to the Class A Certificates of
the Series 1995-1 Certificates with respect to any Monthly Period shall be an
amount equal to one-third of the product of (i) the Class A Certificate Rate and
(ii) the principal balance of the Class A Certificates as of the close of
business on the last day of the Monthly Period immediately preceding the related
interest accrual period.
- 17 -
On the Determination Date preceding each Distribution Date,
the Servicer shall determine an amount (the "CLASS A INTEREST SHORTFALL") equal
to the excess, if any, of (x) the aggregate Class A Interest for the Interest
Accrual Period applicable to the Distribution Date over (y) the amount available
to be paid to the Class A Certificateholders in respect of interest on such
Distribution Date. If there is a Class A Interest Shortfall with respect to any
Distribution Date, an additional amount ("CLASS A ADDITIONAL INTEREST") shall be
payable as provided herein with respect to the Class A Certificates on each
Distribution Date following such Distribution Date, to and including the
Distribution Date on which such Class A Interest Shortfall is paid to Class A
Certificateholders, equal to the product of (i) the Class A Certificate Rate and
(ii) such Class A Interest Shortfall remaining unpaid calculated on the basis of
the actual number of days in the related Interest Accrual Period over a year of
360 days. Notwithstanding anything to the contrary herein, Class A Additional
Interest shall be payable or distributed to Class A Certificateholders only to
the extent permitted by applicable law.
(b) The amount of monthly interest (for the Series
1995-1 Certificates, the "CLASS B INTEREST") allocable to the Class B
Certificates of the Series 1995-1 Certificates with respect to any Monthly
Period shall be an amount equal to one-third of the product of (i) the Class B
Certificate Rate and (ii) the Class B Invested Amount as of the close of
business on the last day of the Monthly Period immediately preceding the related
Interest Accrual Period.
On the Determination Date preceding each Distribution Date,
the Servicer shall determine an amount (the "CLASS B INTEREST SHORTFALL") equal
to the excess, if any, of (x) the aggregate Class B Interest for the Interest
Accrual Period applicable to the Distribution Date OVER (y) the amount available
to be paid to the Class B Certificateholders in respect of interest on such
Distribution Date. If there is a Class B Interest Shortfall with respect to any
Distribution Date, an additional amount ("CLASS B ADDITIONAL INTEREST") shall be
payable as provided herein with respect to the Class B Certificates on each
Distribution Date following such Distribution Date, to and including the
Distribution Date on which such Class B Interest Shortfall is paid to Class B
Certificateholders, equal to the product of (i) the Class B Certificate Rate and
(ii) such Class B Interest Shortfall remaining unpaid calculated on the basis of
the actual number of days in the related Interest Accrual Period over a year of
360 days. Notwithstanding anything to the contrary herein, Class B Additional
Interest shall be payable or distributed to Class B Certificateholders only to
the extent permitted by applicable law.
(c) The amount of monthly interest (for the Series
1995-1 Certificates, the "CLASS C INTEREST") allocable to the Class C
Certificates of the Series 1995-1 Certificates with respect to any Monthly
Period shall be an amount equal to one-third of the product of (i) the Class C
Certificate Rate and (ii) the Class C Invested Amount as of the close of
business on the last day of the preceding Monthly Period immediately preceding
the related Interest Accrual Period.
On the Determination Date preceding each Distribution Date,
the Servicer shall determine an amount (the "CLASS C INTEREST SHORTFALL") equal
to the excess, if any, of (x) the aggregate Class C Interest for the Interest
Accrual Period applicable to the Distribution Date OVER (y) the amount available
to be paid to the Class C Certificateholders in respect of interest on such
Distribution Date. If there is a Class C Interest Shortfall with respect to any
Distribution Date, an
- 18 -
additional amount ("CLASS C ADDITIONAL INTEREST") shall be payable as provided
herein with respect to the Class C Certificates on each Distribution Date
following such Distribution Date, to and including the Distribution Date on
which such Class C interest Shortfall is paid to Class C Certificateholders,
equal to the product of (i) the Class C Certificate Rate and (ii) such Class C
Interest Shortfall remaining unpaid calculated on the basis of the actual number
of days in the related Interest Accrual Period over a year of 360 days.
Notwithstanding anything to the contrary herein, Class C Additional Interest
shall be payable or distributed to Class C Certificateholders only to the extent
permitted by applicable law.
Section 4.7 DETERMINATION OF PRINCIPAL AMOUNTS. (a) The amount
of principal (for the Series 1995-1 Certificates, the "CLASS A PRINCIPAL")
distributable from the Distribution Account with respect to the Class A
Certificates on each Distribution Date with respect to the Amortization Period
shall be equal to the largest Class A Controlled Distribution Amount which does
not exceed an amount calculated as follows: the sum of (i) an amount equal to
the product of the Class A Fixed Allocation Percentage and the aggregate amount
of Principal Collections with respect to the three preceding Monthly Periods
(or, in the case of the first Distribution Date following the Negative Carry
Fill-up Date, the Class A Fixed Allocation Percentage of Principal Collections
received after the Negative Carry Fill-up Date and the Class A Fixed Allocation
Percentage of any Principal Collection received on the Negative Carry Fill-up
Date to the extent not needed for deposit in the Negative Carry Account), (ii)
any amount on deposit in the Equalization Account allocated to the Class A
Certificates pursuant to subsection 4.9(d) with respect to the three preceding
Monthly Periods, (iii) the amount, if any, allocated to the Class A Certificates
pursuant to subsections 4.9(a)(v), (vi), (ix), (x) and (xii) and (iv) the amount
of Shared Principal Collections allocated to the Series 1995-1 Certificates with
respect to the three preceding Monthly Periods pursuant to Section 4.3(e) of the
Agreement; PROVIDED, FURTHER, that with respect to any Distribution Date, Class
A Principal may not exceed the Class A Invested Amount; PROVIDED, FURTHER, that
with respect to the Scheduled Series 1995-1 Termination Date, the Class A
Principal shall be an amount equal to the Class A Invested Amount; PROVIDED,
FURTHER, that no distribution of Class A Principal shall be made which would
reduce the Class A Invested Amount to an amount less than $1,700,000 except for
a payment in full of the Class A Invested Amount.
(b) The amount of principal (for the Series 1995-1
Certificates, the "CLASS B PRINCIPAL") distributable from the Distribution
Account with respect to the Class B Certificates on each Distribution Date,
beginning with the Class B Principal Payment Commencement Date, shall be an
amount equal to the largest Class B Controlled Distribution Amount which does
not exceed an amount calculated as follows: the sum of (i) an amount equal to
the product of the Class B Fixed Allocation Percentage and the aggregate amount
of Principal Collections with respect to the three preceding Monthly Periods
(or, in the case of the first Distri bution Date following the date on which an
amount equal to the Class A Invested Amount is deposited in the Principal
Account to be applied to the payment of Class A Principal, the Class B Fixed
Allocation Percentage of Principal Collections from the date on which such
deposit is made), (ii) any amount on deposit in the Equalization Account
allocated to the Class B Certificates pursuant to subsection 4.9(d) with respect
to the three preceding Monthly Periods, (iii) the amount, if any, allocated to
the Class B Certificates pursuant to subsections 4.9(a)(v), (ix), (x) and (xii)
with respect to such Distribution Date and (iv) the amount of Shared Principal
Collections allocated to the Series
- 19 -
1995-1 Certificates with respect to the three preceding Monthly Periods pursuant
to Section 4.3(e) on and after the Class B Principal Payment Commencement Date;
PROVIDED, HOWEVER, that, with respect to any Distribution Date Class B Principal
shall not be distributable on any Distribution Date in an amount less than the
Class B Invested Amount; PROVIDED, FURTHER, that with respect to any
Distribution Date, Class B Principal may not exceed the Class B Invested Amount;
PROVIDED, FURTHER, that with respect to the Scheduled Series 1995-1 Termination
Date, the Class B Principal shall be an amount equal to the Class B Invested
Amount; PROVIDED, FURTHER, that no distribution of Class A Principal shall be
made which would reduce the Class B Invested Amount to an amount less than
$300,000 except for a payment in full of the Class B Invested Amount.
(c) The amount of principal (for the Series 1995-1
Certificates, the "CLASS C PRINCIPAL") distributable from the Distribution
Account with respect to the Class C Certificates on each Distribution Date,
beginning with the Class C Principal Payment Commencement Date, shall be an
amount equal to and calculated as follows: the sum of (i) an amount equal to the
product of the Class C Fixed Allocation Percentage and the aggregate amount of
Principal Collections with respect to the three preceding Monthly Periods (or,
in the case of the first Distribution Date following the date on which an amount
equal to the Class B Invested Amount is deposited in the Principal Account to be
applied to the payment of Class B Principal, the Class C Fixed Allocation
Percentage of Principal Collections from the date on which such deposit is
made), (ii) any amounts on deposit in the Equalization Account allocated to the
Class C Certificates pur suant to subsection 4.9(d) with respect to the three
preceding Monthly Periods, (iii) the amount, if any, allocated to the Class C
Certificates pursuant to subsections 4.9(a)(v), (x) and (xii) with respect to
such Distribution Date and (iv) the amount of Shared Principal Collections
allocated to the Series 1995-1 Certificates with respect to the three preceding
Monthly Periods pursuant to Section 4.3(e) of the Agreement on and after the
Class C Principal Payment Commencement Date; PROVIDED that with respect to any
Distribution Date, Class C Principal may not exceed the Class C Invested Amount;
PROVIDED, FURTHER, that with respect to the Scheduled Series 1995-1 Termination
Date, the Class C Principal shall be an amount equal to the Class C Invested
Amount.
(d) The amount of principal (for the Series 1995-1
Certificates, the "CLASS D PRINCIPAL") distributable from the Distribution
Account with respect to the Class D Certificates on each Distribution Date,
beginning with the Class D Principal Payment Commencement Date, shall be an
amount equal to and calculated as follows: the sum of (i) an amount equal to the
product of the Class D Fixed Allocation Percentage of Principal Collections with
respect to the related Period (or, in the case of the first Distribution Date
following the date on which an amount equal to the Class C Invested Amount is
deposited in the Principal Account to be applied to the payment of Class C
Principal, the Class D Fixed Allocation Percentage of Principal Collections from
the date on which such deposit is made), (ii) any amount on deposit in the
Equalization Account allocated to the Class D Certificates pursuant to
subsection 4.9(d) with respect to the three preceding Monthly Periods, and (iii)
the amount, if any, allocated to the Class D Certificates pursuant to
subsections 4.9(a)(v) and (xii) with respect to such Distribution Date;
PROVIDED, HOWEVER, that with respect to the Scheduled Series 1995-1 Termination
Date, the Class D Principal shall be an amount equal to the Class D Invested
Amount.
Section 4.8 [Reserved]
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Section 4.9 APPLICATION OF FUNDS ON DEPOSIT IN THE COLLECTION
ACCOUNT FOR THE CERTIFICATES. (a) On each Business Day, the Servicer shall
deliver to the Trustee a Daily Report in which it shall instruct the Trustee to
withdraw, and the Trustee, acting in accordance with such instructions, shall
withdraw, to the extent of (x) the sum of (i) the Floating Allocation Percentage
of Finance Charge Collections available in the Collection Account and (ii)
investment earnings on amounts on deposit in the Principal Account (the
"AVAILABLE SERIES 1995-1 FINANCE CHARGE COLLECTIONS") plus (y) the Daily Cap
Proceeds Amount, if any, the amounts required to be withdrawn from the
Collection Account and the Cap Proceeds Account pursuant to subsections
4.9(a)(i) through 4.9(a)(xvii).
(i) CLASS A INTEREST. On each Business Day
during a Monthly Period, the Trustee, acting in accordance with
instructions from the Servicer, shall withdraw first from the Cap
Proceeds Account, to the extent of the Daily Cap Proceeds Amount for
such Business Day, and then from the Collection Account and deposit
into the Interest Funding Account for distribution on the next
Distribution Date to the Class A Certificateholders, to the extent of
the Available Series 1995-1 Finance Charge Collections for such
Business Day, an amount equal to the lesser of (x) the Available Series
1995-1 Finance Charge Collections and (y) the excess of (1) the sum of
Class A Interest and Carryover Class A Interest OVER (2) any amounts
with respect thereto previously deposited into the Interest Funding
Account on any prior Business Day during such Monthly Period.
Notwithstanding anything to the contrary herein, Carryover Class A
Interest shall be payable or distributable to Class A Cer
tificateholders only to the extent permitted by applicable law.
(ii) CLASS B INTEREST. On each Business Day during a
Monthly Period, the Trustee, acting in accordance with instructions
from the Servicer, shall withdraw first from the Cap Proceeds Account,
to the extent of the Daily Cap Proceeds Amount for such Business Day
(after giving effect to withdrawals pursuant to subsection 4.9(a)(i)),
and then from the Collection Account and deposit into the Interest
Funding Account for distribution on the next Distribution Date to the
Class B Certificateholders, to the extent of any Available Series
1995-1 Finance Charge Collections remaining after giving effect to the
withdrawal pursuant to subsection 4.9(a)(i), an amount equal to the
lesser of (x) any such remaining Available Series 1995-1 Finance Charge
Collections and (y) the excess of (1) the sum of Class B Interest and
Carryover Class B Interest OVER (2) any amounts with respect thereto
previously deposited into the Interest Funding Account on any prior
Business Day during such Monthly Period. Notwithstanding anything to
the contrary herein, Carryover Class B Interest shall be payable or
distributable to Class B Certificateholders only to the extent
permitted by applicable law.
(iii) CLASS C INTEREST. On each Business Day during a
Monthly Period, the Trustee, acting in accordance with instructions
from the Servicer, shall withdraw first from the Cap Proceeds Account,
to the extent of the Daily Cap Proceeds Amount for such Business Day
(after giving effect to withdrawals pursuant to subsection 4.9(a)(i)
and (ii) of the Agreement), and then from the Collection Account and
deposit into the Interest Funding Account for distribution on the next
Distribution Date to the Class C Certificateholders, to the extent of
any Available Series 1995-1 Finance Charge Collections remaining after
giving
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effect to the withdrawal pursuant to subsections 4.9(a)(i) and (ii), an
amount equal to the lesser of (x) any such remaining Available Series
1995-1 Finance Charge Collections and (y) the excess of (1) the sum of
Class C Interest and Carryover Class C Interest OVER (2) any amounts
with respect thereto previously deposited into the Interest Funding
Account on any prior Business Day during such Monthly Period.
Notwithstanding anything to the contrary herein, Carryover Class C
Monthly Interest shall be payable or distributable to Class C
Certificateholders only to the extent permitted by applicable law.
(iv) INVESTOR SERVICING FEE. On each Business Day on
which SRI or an Affiliate of SRI is not the Servicer, the Trustee,
acting in accordance with instructions from the Servicer, shall
withdraw from the Collection Account and distribute to the Servicer, to
the extent of any Available Series 1995-1 Finance Charge Collections
remaining after giving effect to the withdrawals pursuant to
subsections 4.9(a)(i) through (iii), an amount equal to the lesser of
(x) any such remaining Available Series 1995-1 Finance Charge
Collections and (y) the excess of (i) the Servicing Fee for such
Monthly Period plus any unpaid Servicing Fees from prior Monthly
Periods over (ii) any amounts with respect thereto previously
distributed to the Servicer during such Monthly Period.
(v) INVESTOR DEFAULT AMOUNT. On each Business
Day, the Trustee, acting in accordance with instructions from the
Servicer, shall withdraw from the Collection Account, to the extent of
any Available Series 1995-1 Finance Charge Collections remaining after
giving effect to the withdrawals pursuant to subsections 4.9(a)(i)
through (iv), an amount equal to the lesser of (x) any such remaining
Available Series 1995-1 Finance Charge Collections and (y) the sum of
(1) the aggregate Investor Default Amount for such Business Day PLUS
(2) the unpaid Investor Default Amount for any previous Business Day
during such Monthly Period, such amount to be (A) treated as Shared
Principal Collections during the Revolving Period, (B) during the
Amortization Period on and prior to the day on which an amount equal to
the Class A Invested Amount is deposited in the Principal Account,
deposited in the Principal Account for distribution to the Class A
Certificateholders on the next Distribution Date, (C) during the
Amortization Period, on and after the day on which such deposit to the
Principal Account with respect to the Class A Invested Amount has been
made and on and prior to the day on which an amount equal to the Class
B Invested Amount is deposited in the Principal Account, deposited in
the Principal Account for payment to the Class B Certificateholders on
the next Distribution Date, (D) during the Amortization Period, on and
after the day on which such deposit to the Principal Account with
respect to the Class B Invested Amount has been made and on and prior
to the day on which an amount equal to the Class C Invested Amount is
deposited in the Principal Account, deposited in the Principal Account
for payment to the Class C Certificateholders on the next Distribution
Date, and (E) on and after such deposit to the Principal Account with
respect to the Class C Invested Amount has been made, paid to the Class
D Certificateholders.
(vi) REIMBURSEMENT OF CLASS A INVESTOR CHARGE-OFFS.
On each Business Day, the Trustee, acting in accordance with
instructions from the Servicer, shall withdraw from the Collection
Account, to the extent of any Available Series 1995-1 Finance Charge
- 22 -
Collections remaining after giving effect to the withdrawals pursuant
to subsections 4.9(a)(i) through (v), an amount equal to the lesser of
(x) any such remaining Available Series 1995-1 Finance Charge
Collections and (y) the unreimbursed Class A Investor Charge-Offs, such
amount during the Revolving Period to be treated as Shared Principal
Collections, and during the Amortization Period on and prior to the day
on which an amount equal to the Class A Invested Amount is deposited in
the Principal Account to be deposited in the Principal Account for
distribution to the Class A Certificateholders on the next Distribution
Date.
(vii) UNPAID CLASS B INTEREST. On each Business Day,
the Trustee, acting in accordance with the instructions from the
Servicer, shall withdraw from the Collection Account and deposit in the
Interest Funding Account for distribution to the Class B
Certificateholders on the next Distribution Date, to the extent of any
Available Series 1995-1 Finance Charge Collections remaining after
giving effect to the withdrawals pursuant to subsections 4.9(a)(i)
through (vi), an amount equal to the lesser of (x) any such remaining
Available Series 1995-1 Finance Charge Collections and (y) the sum of
(1) the amount of interest which has accrued with respect to the
outstanding aggregate principal amount of the Class B Certificates at
the Class B Certificate Rate but which has not been deposited into the
Interest Funding Account or paid to the Class B Certificateholders and
(2) any additional interest at the Class B Certificate Rate for
interest that has accrued on interest that was due during a prior
Monthly Period pursuant to this subsection but was not deposited in the
Interest Funding Account or paid to the Class B Certificateholders.
(viii) UNPAID CLASS C INTEREST. On each Business Day,
the Trustee, acting in accordance with the instructions from the
Servicer, shall withdraw from the Collection Account and deposit in the
Interest Funding Account for distribution to the Class C
Certificateholders on the next Distribution Date, to the extent of any
Available Series 1995-1 Finance Charge Collections remaining after
giving effect to the withdrawals pursuant to subsections 4.9(a)(i)
through (vii), an amount equal to the lesser of (x) any such remaining
Available Series 1995-1 Finance Charge Collections and (y) the sum of
(1) the amount of interest which has accrued with respect to the
outstanding aggregate principal amount of the Class C Certificates at
the Class C Certificate Rate but which has not been deposited into the
Interest Funding Account or paid to the Class C Certificateholders and
(2) any additional interest at the Class C Certificate Rate for
interest that has accrued on interest that was due during a prior
Monthly Period pursuant to this subsection but was not deposited in the
Interest Funding Account or paid to the Class C Certificateholders.
(ix) REIMBURSEMENT OF CLASS B INVESTOR CHARGE-OFFS.
On each Business Day, the Trustee, acting in accordance with
instructions from the Servicer, shall withdraw from the Collection
Account, to the extent of any Available Series 1995-1 Finance Charge
Collections remaining after giving effect to the withdrawals pursuant
to subsections 4.9(a)(i) through (viii), an amount equal to the lesser
of (x) any such remaining Available Series 1995-1 Finance Charge
Collections and (y) the unreimbursed Class B Investor Charge-Offs, such
amount, (i) during the Revolving Period, to be treated as Shared
Principal Collections, (ii) during the Amortization Period, on and
prior to the day on which an amount equal to the
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Class A Invested Amount is deposited in the Principal Account to be
deposited in the Principal Account for distribution to the Class A
Certificateholders on the next Distribution Date, and (iii) during the
Amortization Period, on and after the day on which such deposit has
been made, to be deposited in the Principal Account for payment to the
Class B Certificate-holders on the next Distribution Date.
(x) REIMBURSEMENT OF CLASS C INVESTOR
CHARGE-OFFS. On each Business Day, the Trustee, acting in accordance
with instructions from the Servicer, shall withdraw from the Collection
Account, to the extent of any Available Series 1995-1 Finance Charge
Collections remaining after giving effect to the withdrawals pursuant
to subsections 4.9(a)(i) through (ix), an amount equal to the lesser of
(x) any such remaining Available Series 1995-1 Finance Charge
Collections and (y) the unreimbursed Class C Investor Charge-Offs, such
amount, (i) during the Revolving Period, to be treated as Shared
Principal Collections, (ii) during the Amortization Period, on and
prior to the day on which an amount equal to the Class A Invested
Amount is deposited in the Principal Account, to be deposited in the
Principal Account for distribution to the Class A Certificateholders on
the next Distribution Date, and (iii) during the Amortization Period,
on and after the day on which such deposit has been made and on and
prior to the day on which an amount equal to the Class B Invested
Amount is deposited in the Principal Account, to be deposited in the
Principal Account for payment to the Class C Certificateholders on the
next Distribution Date.
(xi) CLASS D INTEREST. On each Business Day, the
Trustee, acting in accordance with instructions from the Servicer,
shall withdraw from the Collection Account and pay to the Class D
Certificateholders, to the extent of any Available Series 1995-1
Finance Charge Collections remaining after giving effect to the
withdrawals pursuant to subsections 4.9(a)(i) through (x), an amount
equal to the lesser of (x) any such remaining Available Series 1995-1
Finance Charge Collections and (y) the sum of (1) the amount of
interest which has accrued with respect to the outstanding aggregate
principal amount of the Class D Certificates at the Class D Certificate
Rate but which has not been paid to the Class D Certificateholders and
(2) any additional interest at the Class D Certificate Rate for
interest that has accrued on interest that was due during a prior
Monthly Period pursuant to this subsection but not paid to the Class D
Certificateholders.
(xii) REIMBURSEMENT OF CLASS D INVESTOR CHARGE-OFFS.
On each Business Day, the Trustee, acting in accordance with
instructions from the Servicer, shall withdraw from the Collection
Account, to the extent of any Available Series 1995-1 Finance Charge
Collections remaining after giving effect to the withdrawals pursuant
to subsections 4.9(a)(i) through (xi), an amount equal to the lesser of
(x) any such remaining Available Series 1995-1 Finance Charge
Collections and (y) the unreimbursed Class D Investor Charge-Offs, such
amount, (i) during the Revolving Period, to be treated as Shared
Principal Collections, (ii) during the Amortization Period on and prior
to the day on which an amount equal to the Class A Invested Amount is
deposited in the Principal Account to be deposited in the Principal
Account for distribution to the Class A Certificateholders on the next
Distribution Date, (iii) during the Amortization Period, on and after
the day on which such deposit to the Principal Account with respect to
the Class A Invested Amount has been made and on and
- 24 -
prior to the day on which an amount equal to the Class B Invested
Amount is deposited in the Principal Account, deposited in the
Principal Account for payment to the Class B Certif icateholders on the
next Distribution Date, (iv) during the Amortization Period on and
after the day on which such deposit to the Principal Account with
respect to the Class B Invested Amount has been made on and prior to
the day on which an amount equal to the Class C Invested Amount is
deposited in the Principal Account, deposited in the Principal Account
for payment to the Class C Certificateholders on the next Distribution
Date and (v) on and after the day such deposit to the Principal Account
with respect to Class C Invested Amount has been made, paid to the
Class D Certificateholders.
(xiii) INVESTOR SERVICING FEE. On each Business Day,
if SRI or an Affiliate of SRI is the Servicer, the Trustee, acting in
accordance with instructions from the Servicer, shall withdraw from the
Collection Account and distribute to the Servicer, to the extent of
Available Series 1995-1 Finance Charge Collections for such Business
Day (after giving effect to the withdrawals pursuant to subsections
4.9(a)(i) through (xii)), the Investor Servicing Fee accrued since the
preceding Business Day PLUS any Investor Servicing Fee due with respect
to any prior Business Day but not distributed to the Servicer.
(xiv) CLASS A EARLY TERMINATION AMOUNT. On each
Business Day following an Early Termination Event, the Trustee, acting
in accordance with instructions from the Servicer, shall withdraw from
the Collection Account and deposit in the Interest Funding Account for
distribution to the Class A Certificateholders on the next Distribution
Date, to the extent of any Available Series 1995-1 Finance Charge
Collections remaining after giving effect to the withdrawals pursuant
to subsections 4.9(a)(i) through (xiii), an amount equal to the lesser
of (A) any such remaining Available Series 1995-1 Finance Charge
Collections and (B) the unpaid Class A Early Termination Amount.
(xv) CLASS B EARLY TERMINATION AMOUNT. On each
Business Day following an Early Termination Event, the Trustee, acting
in accordance with instructions from the Servicer, shall withdraw from
the Collection Account and deposit in the Interest Funding Account for
distribution to the Class B Certificateholders on the next Distribution
Date, to the extent of any Available Series 1995-1 Finance Charge
Collections remaining after giving effect to the withdrawals pursuant
to subsections 4.9(a)(i) through (xiv), an amount equal to the lesser
of (A) any such remaining Available Series 1995-1 Finance Charge
Collections and (B) the unpaid Class B Early Termination Amount.
(xvi) CLASS C EARLY TERMINATION AMOUNT. On each
Business Day following an Early Termination Event, the Trustee, acting
in accordance with instructions from the Servicer, shall withdraw from
the Collection Account and deposit in the Interest Funding Account for
distribution to the Class C Certificateholders on the next Distribution
Date, to the extent of any Available Series 1995-1 Finance Charge
Collections remaining after giving effect to the withdrawals pursuant
to subsections 4.9(a)(i) through (xv), an amount equal to the lesser of
(A) any such remaining Available Series 1995-1 Finance Charge
Collections and (B) the unpaid Class C Early Termination Amount.
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(xvii) EXCESS FINANCE CHARGE COLLECTIONS. Any amounts
remaining in the Collection Account to the extent of any Available
Series 1995-1 Finance Charge Collections remaining after giving effect
to the withdrawals pursuant to subsection 4.9(a)(i) through (xiii),
shall be treated as Excess Finance Charge Collections, and the Servicer
shall direct the Trustee in writing on each Business Day to withdraw
such amounts from the Collection Account and to first make such amounts
available to pay to Certificateholders of other Series to the extent of
shortfalls, if any, in amounts payable to such Certificateholders from
Finance Charge Collections allocated to such other Series, then to pay
any unpaid commercially reasonable costs and expenses of a Successor
Servicer, if any, and then pay any remaining Excess Finance Charge
Collections to the Transferor; PROVIDED, HOWEVER, that on any Business
Day during any Early Amortization Period, the Trustee shall deposit any
Available Series 1995-1 Finance Charge Collections remaining after
giving effect to the withdrawals pursuant to subsections 4.9(a)(i)
through (a)(xvi), into the Interest Funding Account and shall add such
funds to the Available Series 1995-1 Finance Charge Collections on each
subsequent Business Day in such Monthly Period until the last Business
Day of the related Monthly Period, when the aggregate amount of such
remaining Available Series 1995-1 Finance Charge Collections shall be
distributed as Excess Finance Charge Collections in accordance with
this subsection 4.9(a)(xvii) (without giving effect to this proviso).
(b) For each Business Day with respect to the Revolving
Period, the funds on deposit in the Collection Account to the extent of the
product of (i) the sum of the Class A Floating Allocation Percentage, the Class
B Floating Allocation Percentage and the Class C Floating Allocation Percentage
and (ii) Principal Collections with respect to such Business Day will be treated
as Shared Principal Collections and applied, pursuant to the written direction
of the Servicer in the Daily Report for such Business Day, as provided in
subsection 4.3(e) of the Agreement.
(c) For each Business Day on and after the Amortization
Period Commencement Date, the amount of funds on deposit in the Collection
Account as described below will be distributed, pursuant to the written
direction of the Servicer in the Daily Report for such Business Day in the
following priority:
(i) on and prior to the day on which an amount
equal to the Class A Invested Amount has been deposited in the
Principal Account to be applied to the payment of Class A Principal, an
amount (not in excess of the Class A Invested Amount) equal to the sum
of (w) the product of the Class A Fixed Allocation Percentage and
Principal Collections in the Collection Account at the end of the
preceding Business Day, (x) any amount on deposit in the Equalization
Account allocated to the Class A Certificates on such Business Day
pursuant to subsection 4.9(d), (y) amounts to be paid pursuant to
subsections 4.9(a)(v), (vi), (ix), (x) and (xii) on such Business Day
and (z) the amount of Shared Principal Collections allocated to the
Series 1995-1 Certificates in accordance with Section 4.14 on such
Business Day (such sum, the "CLASS A DAILY PRINCIPAL AMOUNT"), will be
deposited into the Principal Account;
(ii) on and after the day on which an amount equal
to the Class A Invested Amount has been deposited in the Principal
Account to be applied to the payment of Class A
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Principal, an amount (not in excess of the Class B Invested Amount)
equal to the sum of (w) an amount equal to the product of the Class B
Fixed Allocation Percentage and Principal Collections in the Collection
Account at the end of the preceding Business Day, (x) any amount on
deposit in the Equalization Account allocated to the Class B
Certificates on such Business Day pursuant to subsection 4.9(d), (y)
the amount, if any, allocated to be paid to the Class B Certificates
pursuant to subsections 4.9(a)(v), (ix), (x) and (xii) with respect to
such Business Day and (z) the amount of Shared Principal Collections
allocated to the Series 1995-1 Certificates in accordance with Section
4.14 on such Business Day (such sum, the "CLASS B DAILY PRINCIPAL
AMOUNT") will be deposited into the Principal Account;
(iii) on and after the day on which an amount equal
to the Class B Invested Amount has been deposited in the Principal
Account to be applied to the payment of Class B Principal, an amount
(not in excess of the Class C Invested Amount) equal to the sum of (w)
an amount equal to the product of the Class C Fixed Allocation
Percentage and Principal Collections in the Collection Account at the
end of the preceding Business Day, (x) any amount on deposit in the
Equalization Account allocated to the Class C Certificates on such
Business Day pursuant to subsection 4.9(d), (y) the amount, if any,
allocated to be paid to the Class C Certificates pursuant to
subsections 4.9(a)(v), (x) and (xii) with respect to such Business Day
and (z) the amount of Shared Principal Collections allocated to the
Series 1995-1 Certificates in accordance with Section 4.14 on such
Business Day (such sum, the "CLASS C DAILY PRINCIPAL AMOUNT") will be
deposited into the Principal Account;
(iv) on and after the day on which an amount equal to
the Class C Invested Amount has been deposited in the Principal Account
to be applied to the payment of Class C Principal, an amount equal to
the sum of (v) the amount on deposit in the Negative Carry Account at
the end of the preceding Business Day, (w) an amount equal to the
product of the Class D Fixed Allocation Percentage and Principal
Collections in the Collection Account at the end of the preceding
Business Day, (x) any amount on deposit in the Equalization Account
allocated to the Class D Certificates on such Business Day pursuant to
subsection 4.9(d), (y) the amount, if any, allocated to be paid to the
Class D Certificates pursuant to subsections 4.9(a)(v) and (xii) with
respect to such Business Day and (z) the amount of Shared Principal
Collections allocated to the Series 1995-1 Certificates in accordance
with Section 4.14 on such Business Day (such sum, the "CLASS D DAILY
PRINCIPAL AMOUNT") will be distributed to the Class D
Certificateholders; and
(v) an amount equal to the excess, if any, of
(A) the product of (x) the sum of the Class A Fixed Allocation
Percentage, the Class B Fixed Allocation Percentage and the Class C
Fixed Allocation Percentage and (y) Principal Collections in the
Collection Account at the end of the preceding Business Day over (B)
the sum of the amounts deposited in the Principal Account pursuant to
clauses (i)(w), (ii)(w) and (iii)(w) above will be treated as Shared
Principal Collections and applied as provided in subsection 4.3(e) of
the Agreement.
(d) On the first Business Day of the Amortization Period funds
on deposit in the Equalization Account will be deposited in the
Principal Account to the extent of the lesser of (x) the
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Invested Amount and (y) the product of (i) the product of (A) 100% minus the
Transferor Percentage minus the fixed allocation percentage represented by any
Transferor Retained Certificates and (B) the amount on deposit in the
Equalization Account at the beginning of the Amortization Period and (ii) a
fraction, the numerator of which is equal to the sum of the Class A Invested
Amount, the Class B Invested Amount and the Class C Invested Amount and the
denominator of which is equal to the sum of the invested amounts of all Series
in amortization periods on such day (less any amounts on deposit in principal
accounts for such Series and less the invested amount of any class of Transferor
Retained Certificates). Any funds retained in the Equalization Account pursuant
to the preceding sentence will be allocated to the Class A Certificates, the
Class B Certificates and the Class C Certificates, to the extent that Default
Amounts allocated to the Transferor Interest or adjustments as described in
Section 3.8 of the Agreement would cause the Transferor Interest to be less than
the Minimum Transferor Interest and, with respect to any credit adjustment, the
Transferor has not made an Adjustment Payment to the Equalization Account, in an
amount equal to the product of (i) the amount of such reduction below the
Transferor Interest and (ii) a fraction the numerator of which is equal to the
sum of the Class A Invested Amount, the Class B Invested Amount and the Class C
Invested Amount and the denominator of which is equal to the sum of the invested
amounts of all Series in amortization periods on such day (less any amounts on
deposit in principal accounts for such Series). Such amounts will be allocated
in the following order of priority (i) to the Class A Certificates in an amount
not to exceed the Class A Invested Amount after subtracting therefrom any
amounts to be deposited in the Principal Account with respect thereto pursuant
to subsections 4.9(c)(i)(w) and (y), (ii) to the Class B Certificates in an
amount not to exceed the Class B Invested Amount after subtracting therefrom any
amounts to be deposited in the Principal Account with respect thereto pursuant
to subsections 4.9(c)(ii)(w) and (y), and (iii) to the Class C Certificates in
an amount not to exceed the Class C Invested Amount after subtracting therefrom
any amounts to be deposited in the Principal Account with respect thereto
pursuant to subsections 4.9(c)(iii)(w) and (y). On and after the Class D
Principal Payment Commencement Date any amounts remaining on deposit in the
Equalization Account and allocated to the Series 1995-1 Certificates will be
deposited in the Principal Account in an amount not to exceed the Class D
Invested Amount after subtracting therefrom any amounts to be deposited in the
Principal Account with respect thereto pursuant to subsections 4.9(c)(iv)(w) and
(y).
Section 4.10 COVERAGE OF NEGATIVE CARRY AMOUNT AND REQUIRED
AMOUNT FOR THE SERIES 1995-1 CERTIFICATES. (a) To the extent that any amounts
are on deposit in the Principal Account or the Equalization Account on any
Business Day, the Servicer shall apply Transferor Finance Charge Collections in
an amount equal to the excess of (x) the product of (a) the Base Rate, (b) the
amounts on deposit in the Principal Account and the Equalization Account and (c)
the number of days elapsed since the previous Business Day DIVIDED by the actual
number of days in such year over (y) the aggregate amount of all earnings since
the previous Business Day available from the Cash Equivalents in which funds on
deposit in the Equalization Account are invested (the "NEGATIVE CARRY AMOUNT")
in the manner specified for application of Available Series 1995-1 Finance
Charge Collections in subsections 4.9(a)(i) through (xiii). On each Business Day
on and after the Negative Carry Fill-up Date but prior to the day on which an
amount equal to the Class C Invested Amount has been deposited in the Principal
Account to be applied to payment of Class C Principal, to the extent of any
Negative Carry Amount remaining after application of Transferor Finance Charge
Collections, the Servicer shall apply all or a portion of the amount on deposit
in the
- 28 -
Negative Carry Account to the extent of such remaining Negative Carry Amount in
the manner specified for application of Available Series 1995-1 Finance Charge
Collections in subsections 4.9(a)(i) through (xiii).
(b) To the extent that on any Business Day payments are
being made pursuant to any of subsections 4.9(a)(i) through (xiii),
respectively, and the full amount to be paid pursuant to any such subsection
receiving payments on such Business Day is not paid in full on such Business
Day, the Servicer shall apply all or a portion of the Excess Finance Charge
Collections from other Series with respect to such Business Day allocable to the
Series 1995-1 Certificates in an amount (the "REQUIRED AMOUNT") equal to the
excess of the full amount to be allocated or paid pursuant to the applicable
subsection over the amount applied with respect thereto from Available Series
1995-1 Finance Charge Collections, Transferor Finance Charge Collections and
amounts on deposit in the Negative Carry Account on such Business Day. Excess
Finance Collections allocated to the Series 1995-1 Certificates for any Business
Day shall mean an amount equal to the product of (x) Excess Finance Charge
Collections available from all other Series for such Business Day and (y) a
fraction, the numerator of which is the Required Amount for such Business Day
and the denominator of which is the aggregate amount of shortfalls in required
amounts or other amounts to be paid from Finance Charge Collections for all
Series for such Business Day.
Section 4.11 PAYMENT OF CERTIFICATE INTEREST. On each Transfer
Date, the Trustee, acting in accordance with instructions from the Servicer set
forth in the Daily Report for such day, shall withdraw the amount on deposit in
the Interest Funding Account with respect to the three prior Monthly Periods
allocable to the Series 1995-1 Certificates and deposit such amount in the Dis
tribution Account. On each Distribution Date, the Paying Agent shall pay in
accordance with Section 5.1 of the Agreement to (x) the Class A
Certificateholders from the Distribution Account such amount deposited into the
Distribution Account on the related Transfer Date allocable thereto pursuant to
subsection 4.9(a)(i), (y) the Class B Certificateholders from the Distribution
Account the amount deposited into the Distribution Account allocable thereto
pursuant to subsections 4.9(a)(ii) and (vii) and (z) the Class C
Certificateholders from the Distribution Account the amount deposited into the
Distribution Account allocable thereto pursuant to subsections 4.9(a)(iii) and
(viii).
Section 4.12 PAYMENT OF CERTIFICATE PRINCIPAL. (a) On the
Transfer Date preceding each Distribution Date with respect to the Amortization
Period, the Trustee, acting in accordance with instructions from the Servicer
set forth in the Daily Report for such day, shall withdraw from the Principal
Account and deposit in the Distribution Account an amount equal to but not less
than the Class A Principal for such Distribution Date. On each Distribution Date
with respect to the Amortization Period, the Paying Agent shall pay in
accordance with Section 5.1 to the Class A Certificateholders from the
Distribution Account such amount deposited into the Distribution Account on the
related Transfer Date.
(b) On the Transfer Date preceding the Class B
Principal Payment Commencement Date and each Distribution Date thereafter, the
Trustee, acting in accordance with instructions from the Servicer set forth in
the Daily Report for such day, shall withdraw from the Principal Account and
deposit in the Distribution Account an amount equal to but not less than the
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Class B Principal for such Distribution Date. On the Class B Principal Payment
Commencement Date, after the payment of any principal amounts to the Class A
Certificates on such day, and on each Distribution Date thereafter until the
Class B Invested Amount is paid in full, the Paying Agent shall pay in
accordance with Section 5.1 to the Class B Certificateholders from the
Distribution Account such amount deposited into the Distribution Account on the
related Transfer Date.
(c) On the Transfer Date preceding the Class C
Principal Payment Commencement Date and each Distribution Date thereafter, the
Trustee, acting in accordance with instructions from the Servicer set forth in
the Daily Report for such day, shall withdraw from the Principal Account and
deposit in the Distribution Account an amount equal to the lesser of the Class C
Invested Amount and the amount on deposit in the Principal Account allocable to
the Series 1995-1 Certificates (after giving effect to transfers pursuant to
subsection 4.12(a) and (b)). On the Class C Principal Payment Commencement Date,
after the payment of any principal amounts to the Class B Certificates on such
day, and on each Distribution Date thereafter until the Class C Invested Amount
is paid in full, the Paying Agent shall pay in accordance with Section 5.1 to
the Class C Certificateholders from the Distribution Account such amount
deposited into the Distribution Account on the related Transfer Date.
(d) On the Transfer Date preceding the Class D
Principal Payment Commencement Date and each Business Day thereafter, the
Trustee, acting in accordance with in structions from the Servicer set forth in
the Daily Report for such day, shall make payments of principal to the Class D
Certificateholder in accordance with subsection 4.9(c)(v).
Any amounts remaining in the Principal Account and allocable
to the Series 1995-1 Certificates, after the Class D Invested Amount has been
paid in full, will be treated as Shared Principal Collections and applied in
accordance with Section 4.3(e) of the Agreement.
Section 4.13 INVESTOR CHARGE-OFFS. (a) If, on any
Determination Date, the aggregate Investor Default Amount, if any, for each
Business Day in the preceding Monthly Period exceeded the Available Series
1995-1 Finance Charge Collections applied to the payment thereof pursuant to
subsection 4.9(a)(v) and the amount of Transferor Finance Charge Collections and
Excess Finance Charge Collections allocated thereto pursuant to subsection 4.10,
the Class D Invested Amount will be reduced by the amount by which such
aggregate Investor Default Amount exceeds the amount applied with respect
thereto during such preceding Monthly Period (the "CLASS D INVESTOR CHARGE-
OFFS").
(b) In the event that any such reduction of the Class D
Invested Amount would cause the Class D Invested Amount to be a negative number,
the Class D Invested Amount will be reduced to zero, and the Class C Invested
Amount will be reduced by the amount by which the Class D Invested Amount would
have been reduced below zero, but not more than the aggregate Investor Default
Amount for such Monthly Period (the "CLASS C INVESTOR CHARGE-OFFS").
(c) In the event that any such reduction of the Class C
Invested Amount would cause the Class C Invested Amount to be a negative number,
the Class C Invested Amount will be reduced to zero, and the Class B Invested
Amount will be reduced by the amount by which the
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Class C Invested Amount would have been reduced below zero, but not more than
the aggregate Investor Default Amount for such Monthly Period (the "CLASS B
INVESTOR CHARGE-OFFS").
(d) In the event that any such reduction of the Class B
Invested Amount would cause the Class B Invested Amount to be a negative number,
the Class B Invested Amount will be reduced to zero, and the Class A Invested
Amount will be reduced by the amount by which the Class B Invested Amount would
have been reduced below zero, but not more than the aggregate Investor Default
Amount for such Monthly Period (a "CLASS A INVESTOR CHARGE-OFF"). To the extent
that on any subsequent Business Day there is a positive balance of Available
Series 1995-1 Finance Charge Collections after giving effect to subsections
4.9(a)(i) through (v), the Servicer will apply such excess Finance Charge
Collections as provided in subsection 4.9(a)(vi) to reimburse the aggre gate
amount of Class A Investor Charge-Offs not previously reimbursed, up to the
amount so available.
(e) To the extent that on any Determination Date there
is a positive balance of the Available Series 1995-1 Finance Charge Collections
after giving effect to allocations and distri butions pursuant to subsections
4.9(a)(i) through (viii), the Servicer will apply such excess Finance Charge
Collections as provided in subsection 4.9(a)(ix) to reimburse the aggregate
amount of Class B Investor Charge-Offs not previously reimbursed, up to the
amount so available.
(f) To the extent that on any Determination Date there
is a positive balance of the Available Series 1995-1 Finance Charge Collections
after giving effect to allocations and dis tributions pursuant to subsections
4.9(a)(i) through (ix), the Servicer will apply such excess Finance Charge
Collections as provided in subsection 4.9(a)(x) to reimburse the aggregate
amount of Class C Investor Charge-Offs not previously reimbursed, up to the
amount so available.
(g) To the extent that on any Determination Date there
is a positive balance of the Available Series 1995-1 Finance Charge Collections
after giving effect to allocations and dis tributions pursuant to subsections
4.9(a)(i) through (xi), the Servicer will apply such excess Finance Charge
Collections as provided in subsection 4.9(a)(xii) to reimburse the aggregate
amount of Class D Investor Charge-Offs not previously reimbursed, up to the
amount so available.
Section 4.14 SHARED PRINCIPAL COLLECTIONS. Shared Principal
Collections allocated to the Series 1995-1 Certificates and to be applied
pursuant to subsections 4.9(c)(i)(z), 4.9(c)(ii)(z), 4.9(c)(iii)(z) and
4.9(c)(iv)(z) for any Business Day with respect to the Amortization Period shall
mean an amount equal to the product of (x) Shared Principal Collections for all
Series for such Business Day and (y) a fraction, the numerator of which is the
Principal Shortfall for the Series 1995-1 Certificates for such Business Day and
the denominator of which is the aggregate amount of Principal Shortfalls for all
Series for such Business Day. For any Business Day with respect to the Revolving
Period, Shared Principal Collections allocated to the Series 1995-1 Certificates
shall be zero.
SECTION 7. 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 1995-1 Certificates:
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ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
Section 5.1 DISTRIBUTIONS. (a) on each Distribution
Date, the Paying Agent shall distribute (in accordance with the Settlement
Statement delivered by the Servicer to the Trustee and the Paying Agent pursuant
to subsection 3.4(c) of the Agreement) to each Class A Certificateholder of
record on the preceding Record Date (other than as provided in subsection 2.4(d)
or in Section 12.3 of the Agreement respecting a final distribution) such
Certificateholder's PRO RATA share (based on the aggregate Undivided Interests
represented by Class A Certificates held by such Certificate holder) of amounts
on deposit in the Distribution Account as are payable to the Class A
Certificateholders pursuant to Sections 4.11 and 4.12 hereof by wire transfer to
each Class A Certificateholder to an account or accounts designated by such
Class A Certificateholder by written notice given to the Paying Agent not less
than five days prior to the related Distribution Date; PROVIDED, HOWEVER, that
the final payment in retirement of the Class A Certificates will be made only
upon presentation and surrender of the Class A Certificates at the office or
offices specified in the notice of such final distribution delivered by the
Trustee pursuant to Section 12.3 of the Agreement.
(b) On each Distribution Date, the Paying Agent shall
distribute (in accordance with the Settlement Statement delivered by the
Servicer to the Trustee and the Paying Agent pursuant to subsection 3.4(c) of
the Agreement) to each Class B Certificateholder of record on the preceding
Record Date (other than as provided in subsection 2.4(d) or in Section 12.3 of
the Agreement respecting a final distribution) such Certificateholder's PRO RATA
share (based on the aggregate Undivided interests represented by Class B
Certificates held by such Certificateholder) of amounts on deposit in the
Distribution Account as are payable to the Class B Certificateholders pursuant
to Section 4.11 and 4.12 hereof by wire transfer to each Class B
Certificateholder to an account or accounts designated by such Class B
Certificateholder by written notice given to the Paying Agent not less than five
days prior to the related Distribution Date; PROVIDED, HOWEVER, that the final
payment in retirement of the Class B Certificates will be made only upon
presentation and surrender of the Class B Certificates at the office or offices
specified in the notice of such final distribution delivered by the Trustee
pursuant to Section 12.3.
(c) On each Distribution Date, the Paying Agent shall
distribute (in accordance with the Settlement Statement delivered by the
Servicer to the Trustee and the Paying Agent pursuant to subsection 3.4(c) of
the Agreement) to each Class C Certificateholder of record on the preceding
Record Date (other than as provided in subsection 2.4(d) or in Section 12.3 of
the Agreement respecting a final distribution) such Certificateholder's PRO RATA
share (based on the aggregate Undivided interests represented by Class C
Certificates held by such Certificateholder) of amounts on deposit in the
Distribution Account as are payable to the Class C Certificateholders pursuant
to Section 4.11 and 4.12 hereof by wire transfer to each Class C
Certificateholder to an account or accounts designated by such Class C
Certificateholder by written notice given to the Paying Agent not less than five
days prior to the related Distribution Date; PROVIDED, HOWEVER, that the final
payment in retirement of the Class C Certificates will be made only upon
presentation and
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surrender of the Class C Certificates at the office or offices specified in the
notice of such final distribution delivered by the Trustee pursuant to Section
12.3 of the Agreement.
Section 5.2 CERTIFICATEHOLDERS' STATEMENT. (a) On the 15th day
of each calendar month (or if such day is not a Business Day the next succeeding
Business Day), the Paying Agent shall forward to each Certificateholder and the
Rating Agency a statement substantially in the form of Exhibit C prepared by the
Servicer and delivered to the Trustee and the Paying Agent on the preceding
Determination Date setting forth the following information (which, in the case
of (i), (ii) and (iii) below, shall be stated on the basis of an original
principal amount of $1,000 per Certificate and, in the case of (ix) and (x),
shall be stated on an aggregate basis and on the basis of an original principal
amount of $1,000 per Certificate):
(i) the total amount distributed;
(ii) the amount of such distribution allocable to
Certificate Principal;
(iii) the amount of such distribution allocable to
Certificate Interest;
(iv) the amount of Principal Collections received in
the Collection Account during the preceding Monthly Period
and the three preceding Monthly Periods and allocated in
respect of the Class A Certificates, the Class B
Certificates, the Class C Certificates and the Class D
Certificates, respectively;
(v) the amount of Finance Charge Collections processed
during the three preceding Monthly Periods and allocated in
respect of the Class A Certificates, the Class B
Certificates, the Class C Certificates and the Class D
Certificates, respectively;
(vi) the aggregate amount of Principal Receivables, the
Invested Amount, the Class A Invested Amount, the Class B
Invested Amount, the Class C Invested Amount, the Class D
Invested Amount, the Floating Allocation Percentage and,
during the Amortization Period, the Class A Fixed Allocation
Percentage, Class B Fixed Allocation Percentage, or Class C
Fixed Allocation Percentage as applicable, with respect to
the Principal Receivables in the Trust as of the end of the
day on the Record Date;
(vii) the aggregate outstanding balance of Accounts
which are current, current/delinquent, 30, 60, 90, 120, 150
and 180 days delinquent as of the end of the day on the
Record Date;
(viii) the aggregate Investor Default Amount and the
Default Amount for the preceding Monthly Period and the
three preceding Monthly Periods;
(ix) the aggregate amount of Class A Investor
Charge-Offs, Class B Investor Charge-Offs, Class C Investor
Charge-Offs and Class D Investor Charge-Offs for the three
preceding Monthly Periods;
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(x) the aggregate amount of the Servicing Fees for the
three preceding Monthly Periods;
(xi) the Class A Pool Factor, the Class B Pool Factor,
the Class C Pool Factor and the Class D Pool Factor as of
the end of the last day of the Monthly Period immediately
preceding the Determination Date;
(xii) the amount paid on the Interest Rate Cap;
(xiii) the current rating from the Rating Agency for
each class of Investor Certificates;
(xiv) the aggregate amount of funds in the Equalization
Account as of the last day of the Monthly Period immediately
preceding the Distribution Date;
(xv) the Class A Certificate Rate, the Class B
Certificate Rate, the Class C Certificate Rate and the Class
D Certificate Rate; and
(xvi) the Applicable Reserve Ratio for the current
Monthly Period.
(b) ANNUAL CERTIFICATEHOLDERS' TAX STATEMENT. On or
before January 31 of each calendar year, beginning with calendar year 1996, the
Trustee shall distribute to each Person who at any time during the preceding
calendar year was a Series 1995-1 Certificateholder, a statement prepared by the
Servicer containing the information required to be contained in the regular
report to Series 1995-1 Certificateholders, as set forth in subclauses (i), (ii)
and (iii) above, aggregated for such calendar year or the applicable portion
thereof during which such Person was a Series 1995-1 Certificateholder, together
with such other customary information (consistent with the treatment of the
Certificates as debt) as the Trustee or the Servicer deems necessary or
desirable to enable the Series 1995-1 Certificateholders to prepare their tax
returns. 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 Internal Revenue Code as from time
to time in effect.
SECTION 8. SERIES 1995-1 PAY OUT EVENTS. If any one of the
following events shall occur with respect to the Series 1995-1 Certificates:
(a) failure on the part of the Transferor (i) to make any
payment or deposit required to be made by the Transferor by the terms of (A) the
Agreement or (B) this Series Supplement, on or before the date occurring five
Business Days after the date such payment or deposit is required to be made
herein or (ii) duly to observe or perform in any material respect any covenants
or agreements of the Transferor set forth in the Agreement or this Series
Supplement, which failure has a material adverse effect on the Series 1995-1
Certificateholders and which con tinues unremedied for a period of 60 days after
the date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Transferor by the Trustee, or to the
Transferor and the Trustee by the Holders of Series 1995-1 Certificates
evidencing Undivided
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Interests aggregating not less than 50% of the Invested Amount of this Series
1995-1, and continues to affect materially and adversely the interests of the
Series 1995-1 Certificateholders for such period;
(b) any representation or warranty made by the Transferor in
the Agreement or this Series Supplement, or any information contained in a
computer file or microfiche list required to be delivered by the Transferor
pursuant to Section 2.1 or 2.6 of the 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 60 days after the date
on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Trans feror by the Trustee, or to the Transferor
and the Trustee by the Holders of the Series 1995-1 Certificates evidencing
Undivided Interests aggregating more than 50% of the Invested Amount of this
Series 1995-1, and (ii) as a result of which the interests of the Series 1995-1
Certificateholders are materially and adversely affected and continue to be
materially and adversely affected for such period; PROVIDED, HOWEVER, that a
Series 1995-1 Pay Out Event pursuant to this subsection 8(b) shall not be deemed
to have occurred hereunder if the Transferor 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 of the Portfolio Yields for any three
consecutive Monthly Periods is reduced to a rate which is less than the weighted
average of the Base Rates for such three consecutive Monthly Periods;
(d) (i) the Transferor Interest shall be less than the Minimum
Transferor Interest, (ii) the Retained Interest is less than the Minimum
Retained Interest or (iii) the amount of Principal Receivables in the Trust and
the amount on deposit in the Equalization Account shall be less than the Minimum
Aggregate Principal Receivables, in each case for 15 consecutive days;
(e) any Servicer Default shall occur which would have a
material adverse effect on the Series 1995-1 Certificateholders;
then, in the case of any event described in subparagraph (a),
(b) or (e), after the applicable grace period, if any, set forth in such
subparagraphs, the Holders of Series 1995-1 Certificates evidencing Undivided
Interests aggregating more than 50% of the Invested Amount of any class of this
Series 1995-1 by notice then given in writing to the Trustee, the Transferor and
the Servicer may declare that a pay out event (a "SERIES 1995-1 PAY OUT EVENT")
has occurred as of the date of such notice, and in the case of any event
described in subparagraphs (c) or (d), a Series 1995-1 Pay Out Event shall occur
without any notice or other action on the part of the Trustee or the Series
1995-1 Certificateholders immediately upon the occurrence of such event.
Furthermore, if a Series 1995-1 Pay Out Event shall be deemed to have occurred
in regards to any event described in subparagraph (a) above and such event shall
have been willful on the part of the Transferor or a Trust Pay Out Event shall
be deemed to have occurred in regard to an event de scribed in subparagraph (c)
of Section 9.1 of the Agreement (either such event, an "EARLY TERMI NATION
EVENT") and either such event shall have occurred on or before August 11, 1996,
then the Holders of the Class A Certificates shall receive the Class A Early
Termination Amount to the extent
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of amounts allocated with respect thereto pursuant to subsection 4.9(a)(xiv),
the Holders of the Class B Certificates shall receive the Class B Early
Termination Amount to the extent of amounts allocated with respect thereto
pursuant to subsection 4.9(a)(xv) and the Holders of the Class C Certificates
shall receive the Class C Early Termination Amount to the extent of amounts
allocated with respect thereto pursuant to subsection 4.9(a)(xvi) in addition to
payments of principal and accrued interest otherwise payable to the Holders of
the Class A Certificates, the Class B Certificates and the Class C Certificates
pursuant to the provisions hereof.
SECTION 9. SERIES 1995-1 TERMINATION. The right of the Series
1995-1 Certificateholders to receive payments from the Trust will terminate on
the first Business Day following the Series 1995-1 Termination Date unless such
Series is an Affected Series as specified in Section 12.1(c) of the Agreement
and the sale contemplated therein has not occurred by such date, in which event
the Series 1995-1 Certificateholders shall remain entitled to receive proceeds
of such sale when such sale occurs.
SECTION 10. PERIODIC FINANCE CHARGES AND OTHER FEES. The
Transferor hereby agrees that, except as otherwise required by any Requirement
of Law, or as is deemed by the Transferor to be necessary in order for the
Transferor to maintain its credit card business, based upon a good faith
assessment by the Transferor, in its sole discretion, of the nature of the
competition in the credit card business, it shall not at any time reduce the
Periodic Finance Charges assessed on any Receivable or other fees on any Account
if, as a result of such reduction, the Transferor's reasonable expectation of
the Portfolio Yield as of such date would be less than the Base Rate.
SECTION 11. LEGENDS; TRANSFER AND EXCHANGE; RESTRICTIONS ON
TRANSFER OF SERIES 1995-1 CERTIFICATES; TAX TREATMENT.
(a) Each Series 1995-1 Certificate will bear a legend
substantially in the following form:
THIS CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN
A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"). THIS CERTIFICATE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
LAW OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED UNLESS REGISTERED PURSUANT TO OR EXEMPT FROM REGISTRATION
UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAW.
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF SRI
RECEIVABLES PURCHASE CO., INC. THAT SUCH PURCHASER IS NOT (I) AN
EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT IS
SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN
SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS
- 36 -
AMENDED, OR (III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS
BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY.
(b) Upon surrender for registration of transfer of any
Series 1995-1 Certificate at the office of the Transfer Agent and Registrar,
accompanied by a certification by the Series 1995-1 Certificateholder
substantially in the form attached as Exhibit D if the new purchaser is a
"qualified institutional buyer" as defined in Rule 144A under the Securities Act
of 1933, or in the form attached as Exhibit E if the new purchaser is not a
"qualified institutional buyer," and by a written instrument of transfer in the
form approved by the Transferor and the Trustee (it being understood that, until
notice to the contrary is given to Series 1995-1 Certificateholders, the
Transferor and the Trustee shall each be deemed to have approved the form of
instrument of transfer, if any printed on any definitive Series 1995-1
Certificate), executed by the registered owner, in person or by such Series
1995-1 Certificateholder's attorney thereunto duly authorized in writing, such
Series 1995-1 Certificate shall be transferred upon the register, and the
Transferor shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferees one or more new registered Series 1995-1
Certificate of any authorized denominations and of a like aggregate principal
amount and tenor. Transfers and exchanges of Series 1995-1 Certificates shall be
subject to such restrictions as shall be set forth in the text of the Series
1995-1 Certificates and such reasonable regulations as may be prescribed by the
Transferor. Successive registrations and registrations of transfers as aforesaid
may be made from time to time as desired, and each such registration shall be
noted on the register.
(c) In no event shall the Class D Certificates or any
interest therein be transferred, sold, exchanged, pledged, participated or
otherwise assigned hereunder, in whole or in part.
(d) Each Certificateholder, by accepting and holding
such Certificate or interest therein, will be deemed to have represented and
warranted that it is not (i) an employee benefit plan (as defined in Section
3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a
plan described in Section 4975(e)(1) of the Code, or (iii) any entity whose
underlying assets include plan assets by reason of a plan's investment in the
entity.
(e) The Class C Certificateholders shall comply with
their obligations under Section 3.7 of the Agreement with respect to the tax
treatment of the Class C Certificates, except to the extent that a relevant
taxing authority has disallowed such treatment. In addition, the Transferor and
the Trustee shall not be required to recognize any transfer of an interest in a
Class C Certificate unless the transferor of such interest shall deliver to the
Transferor and the Trustee an Opinion of Counsel in form and substance
satisfactory to the Transferor and the Trustee to the effect that such transfer
will not cause the Trust to be treated as a "publicly traded partnership"
taxable as a corporation under Section 7704 of the Code.
SECTION 12. RATIFICATION OF AGREEMENT. As supplemented by this
Series Supplement, the Agreement is in all respects ratified and confirmed and
the Agreement as so supple mented by this Series Supplement shall be read,
taken, and construed as one and the same instru ment.
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SECTION 13. COUNTERPARTS. This Series Supplement may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all of such counterparts shall together constitute
but one and the same instrument.
SECTION 14. GOVERNING LAW. THIS SERIES SUPPLEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE
TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF
THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 15. THE TRUSTEE. The Trustee shall not be responsible
in any manner whatsoever for or in respect of the sufficiency of this Series
Supplement or for or in respect of the Preliminary Statement contained herein,
all of which recitals are made solely by the Transferor.
SECTION 16. INSTRUCTIONS IN WRITING. All instructions or other
communications given by the Servicer or any other person to the Trustee pursuant
to this Series Supplement shall be in writing, and, with respect to the
Servicer, may be included in a Daily Report or Settlement Statement.
SECTION 17. NEGATIVE CARRY ACCOUNT. (a) The Trustee, for the
benefit of the Series 1995-1 Certificateholders, shall establish and maintain
with a Qualified Institution, in the name of the Trust, a certain segregated
trust account (the "NEGATIVE CARRY ACCOUNT"). The Transferor does hereby
transfer, assign, set-over, and otherwise convey to the Trust for the benefit of
the Certificateholders, without recourse, all of its right, title and interest
in, to and under:
(i) the Negative Carry Account, all funds, and all
certificates and instruments, if any, from time to time
representing or evidencing or held in the Negative Carry
Account;
(ii) all eligible investments of amounts on deposit in
the Negative Carry Account from time to time and all
certificates and instruments, if any, from time to time
representing or evidencing such eligible investments;
(iii) all notes, certificates of deposit and other
instruments from time to time hereafter delivered to or
otherwise possessed by the Trustee for and on behalf of the
Transferor in substitution for or in addition to any of the
then existing Negative Carry Account property;
(iv) all interest, dividends, cash, instruments and
other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any
and all of the existing Negative Carry Account property; and
(v) all additional property that may from time to time
hereafter be assigned or pledged to the Trustee for the
benefit of the Certificateholders hereunder by the
Transferor or by any Person on the Transferor's behalf.
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(b) Beginning on the Amortization Period Commencement
Date and continuing until the date (the "NEGATIVE CARRY FILL-UP DATE") on which
$87,000 has been deposited in the Negative Carry Account, the Servicer shall
instruct the Trustee to withdraw the following funds and deposit them into the
Negative Carry Account: (i) on the Amortization Period Commencement Date only,
notwithstanding the reference to the Principal Account in the fifth sentence of
subsection 4.3(f) of the Agreement, the amount described in such sentence; (ii)
the Fixed Allocation Percentage of Principal Collections; and (iii) any amounts
allocated to subsections 4.9(a)(v), (vi), (ix), (x), (xii) and (xiii). Amounts
on deposit in the Negative Carry Account shall be allocable to the Series 1995-1
Certificates in payment of Negative Carry Amounts, in accordance with subsection
4.10(a). Funds in the Negative Carry Account shall be invested at the direction
of the Servicer, in Cash Equivalents with maturities not later than the next
succeeding Business Day. Any earnings on such invested funds shall be deposited
and held in the Negative Carry Account and applied in the same manner and
priority as other amounts therein.
SECTION 18. NOTICES; CREDIT AND COLLECTION POLICY COMPLIANCE
AND CHANGES; DAILY REPORTS. (a) A copy of each notice, demand, direction,
report, officer's Certificate or other certif icate, election or opinion
required to be sent or delivered to the Rating Agency or the Trustee pursuant to
Sections 2.6(c), 2.6(d), 2.6(e)(i), 3.5, 3.6(a) and 6.9(b) of the Agreement
shall also be sent or delivered to each Investor Certificateholder.
(b) The Transferor shall provide each Class A and each Class B
Certificateholder at least 12 days prior written notice of the amount of Class A
Principal or Class B Principal, respectively, to be paid on each Distribution
Date during the Amortization Period.
(c) The Transferor shall cause the Originators to comply with
and perform their obligations under the Credit and Collection Policy except
insofar as any failure to comply or perform would not materially and adversely
affect the rights of the Trust or the Certificateholders hereunder and the
Transferor shall not cause, suffer or permit an originator to make a change to
the Credit and Collection Policy that would result in a violation of the
Transferor's obligations under Section 2.5(c) of the Agreement (regardless of
any failure by such originator to notify the Transferor of such action or to
obtain the Transferor's consent thereto). In addition, the Transferor shall
provide notice to the Certificateholders hereunder of any material change in the
Credit and Collection Policy.
(d) Upon written request by an Investor
Certificateholder, the Servicer shall furnish a copy of each Daily Report to
such Investor Certificateholder.
SECTION 19. RATINGS RECONFIRMATIONS. The Transferor shall not
be permitted to remove Accounts pursuant to Section 2.7(b) of the Agreement, to
exchange the Exchangeable Transferor Interest for a new issue of Investor
Certificates pursuant to Section 6.9(b) of the Agreement, engage in a merger,
consolidation, conveyance or transfer pursuant to Section 7.2 of the Agreement
or add Automatic Additional Accounts pursuant to clause (b) of the definition
thereof unless, in connection with such events, the Rating Agencies shall
deliver a written confirmation of their original ratings on the Investor
Certificates, to the Trustee.
- 39 -
SECTION 20. AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT
AND SERIES 1995-1 SUPPLEMENT. Neither the Agreement nor this Supplement shall be
amended in reliance on the second paragraph of Section 13.1(a) of the Agreement
(but not including the second proviso thereto) without the consent of the
holders of Class A Certificates evidencing Undivided Interests aggregating not
less than a majority of the Class A Invested Amount. The Transferor shall
provide the Class A Certificateholders with written notice of any proposed
amendment not less than 25 Business Days prior to the proposed date of
effectiveness (the "PROPOSED EFFECTIVENESS DATE") of such proposed amendment
(which date may be extended by notice of the Transferor to the Class A
Certificateholders).
SECTION 21. REPURCHASE OF CERTIFICATES UPON FAILURE TO OBTAIN CONSENT.
In the event that, by the Proposed Effectiveness Date with respect to a proposed
amendment subject to Section 20 hereof, (i) the Transferor shall have satisfied
all of the conditions specified in the second paragraph of Section 13.1(a) of
the Agreement but (ii) the requisite consent of Class A Certificateholders shall
not have been obtained, then the Transferor shall have the option, but not the
obligation, to repurchase Class A Certificates held by any holder who did not
consent to such proposed amendment. Notice that the Transferor intends to
exercise such option must be given to the Class A Certificateholders from whom
such repurchase will be effected within five Business Days after the Proposed
Effectiveness Date. Such repurchase shall occur on the first Distribution Date
that is more than 30 days after the date on which such notice is given. The
purchase price for such repurchase shall be the Invested Amount of the
Certificates to be repurchased, plus accrued and unpaid interest thereon through
such Distribution Date, and shall be paid for in immediately available funds on
such Distribution Date.
- 40 -
IN WITNESS WHEREOF, the Transferor, the Servicer and the
Trustee have caused this Series 1995-1 Supplement to be duly executed by their
respective officers as of the day and year first above written.
SRI RECEIVABLES PURCHASE CO., INC.
Transferor
By: XXXXX X. XXXX
Name: Xxxxx X. Xxxx
Title: Senior Vice President,
Secretary and Treasurer
SPECIALTY RETAILERS, INC.
Servicer
By: XXXXX X. XXXX
Name: Xxxxx X. Xxxx
Title: Senior Vice President
Secretary and Treasurer
BANKERS TRUST (DELAWARE)
Trustee
By: M. XXXX XXXXXXX
Name: M. Xxxx Xxxxxxx
Title: Assistant Secretary
IN WITNESS WHEREOF, the Transferor, the Servicer and the
Trustee have caused this Series 1995-1 Supplement to be duly executed by their
respective officers as of the day and year first above written.
SRI RECEIVABLES PURCHASE CO., INC.
Transferor
By: XXXXX X. XXXX
Name: Xxxxx X. Xxxx
Title: Senior Vice President,
Secretary and Treasurer
SPECIALTY RETAILERS, INC.
Servicer
By: XXXXX X. XXXX
Name: Xxxxx X. Xxxx
Title: Senior Vice President,
Secretary and Treasurer
BANKERS TRUST (DELAWARE)
Trustee
By: M. XXXX XXXXXXX
Name: M. Xxxx Xxxxxxx
Title: Assistant Secretary
Exhibit A-1
[FORM OF CLASS A INVESTOR CERTIFICATE]
THIS CERTIFICATE WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"). THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OF ANY STATE AND
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS
REGISTERED PURSUANT TO OR EXEMPT FROM REGISTRATION UNDER THE SECURITIES
ACT AND ANY OTHER APPLICABLE SECURITIES LAW.
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF SRI
RECEIVABLES PURCHASE CO., INC. THAT SUCH PURCHASER IS NOT (I) AN
EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT IS
SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN
SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR
(III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON
OF A PLAN'S INVESTMENT IN THE ENTITY.
No. ___ $________
SRI RECEIVABLES MASTER TRUST
FLOATING RATE CLASS A-1 CERTIFICATE,
SERIES 1995-1
Evidencing an undivided interest in a trust, the corpus of which consists of
receivables generated from time to time in the ordinary course of business from
a portfolio of consumer revolving credit card accounts generated or to be
generated by certain subsidiaries (collectively, the "SRI SUBSIDIARIES") of
Specialty Retailers, Inc. ("SRI" or the "SERVICER") and other assets and
interests constituting the Trust under the Agreement described below.
(Not an interest in or a recourse obligation of SRI
Receivables Purchase Co., Inc., SRI or any affiliate of either of them.)
This certifies that ________ (the "CERTIFICATEHOLDER") is the
registered owner of a fractional undivided interest in the SRI Receivables
Master Trust (the "TRUST") issued pursuant to the Amended and Restated Pooling
and Servicing Agreement, dated as of August 11, 1995 (the "POOLING AND SERVICING
AGREEMENT"; such term to include any amendment thereto) by and between SRI
Receivables Purchase Co., Inc., as Transferor (the "TRANSFEROR"), SRI as the
Servicer, and Bankers Trust (Delaware), as Trustee (the "TRUSTEE"), and the
Series 1995-1 Supplement, dated as
A-1-1
of August 11, 1995 (the "SERIES 1995-1 SUPPLEMENT"), among the Transferor, SRI
as Servicer and the Trustee. The Pooling and Servicing Agreement, as
supplemented by the Series 1995-1 Supplement, is herein referred to as the
"AGREEMENT"). The corpus of the Trust consists of all of the Transferor's right,
title and interest in, to and under (i) ____________ the Trust Property (as
defined in the Agreement) and _____________ (ii) the property described in
Sections 3A and 17 of the Series 1995-1 Supplement.
This Certificate does not purport to summarize the Agreement
and reference is made to that Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds, and duties evidenced hereby
and the rights, duties and obligations of the Trustee. To the extent not defined
herein, the capitalized terms used herein have the meanings ascribed to them in
the Agreement. This Certificate is one of a Series of Certificates entitled "SRI
Receivables Master Trust Floating Rate Class A-1 Certificates, Series 1995-1"
(the "CLASS A CERTIFICATES"), each of which represents a fractional undivided
interest in the Trust, and 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 Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound.
The Transferor has structured the Agreement, the Class A
Certificates, the SRI Receivables Master Trust Floating Rate Class B-1
Certificates, Series 1995-1 (the "CLASS B CER TIFICATES") and the SRI
Receivables Master Trust Floating Rate Class C-1 Certificates, Series 1995-1
(the "CLASS C CERTIFICATES," and collectively with the Class A Certificates and
the Class B Certificates, the "OFFERED CERTIFICATES") with the intention that
the Offered Certificates will qualify under applicable tax law as indebtedness,
and both the Transferor and each holder of a Class A Certificate (a "CLASS A
CERTIFICATEHOLDER") or any interest therein by acceptance of its Certificate or
any interest therein, agrees to treat the Class A Certificates as indebtedness
for purposes of federal, state and local income or franchise taxes and any other
tax imposed on or measured by income.
No principal will be payable to the Class A Certificateholders
until the first Distribution Date in the Amortization Period. No principal will
be payable to the Class B Certifi cateholders, Class C Certificateholders or
Class D Certificateholders until all principal payments have been made to the
Class A Certificateholders.
Interest will accrue on the unpaid principal amount of the
Class A Certificates at a per annum rate equal to 5.875% per annum with respect
to the initial Interest Accrual Period and, with respect to each subsequent
Interest Accrual Period at a per annum rate of 0.52% in excess of LIBOR
prevailing on the related Rate Determination Date, calculated on the basis of
the actual number of days elapsed in such Subsequent Interest Accrual Period
over a year of 360 days (the "CLASS A CERTIFICATE RATE") and, except as
otherwise provided in the Agreement, will be distributed to Certificateholders
on the third Wednesday of each March, June, September and December (or, if such
day is not a Business Day, on the next succeeding Business Day) (each a
"DISTRIBUTION DATE"), commencing September 20, 1995. On the earlier of the
December 1999 Distribution Date or the first Distribution Date following the
occurrence of a Pay Out Event interest and principal will be distributed to the
Class A Certificateholders quarterly on each Distribution Date prior to the
Series Termination Date. Interest for any Distribution Date will include accrued
interest at the
A-1-2
Class A Certificate Rate from and including the preceding Distribution Date or,
in the case of the first Distribution Date from and including the Series 1995-1
Closing Date, to but excluding such Distribution Date. Interest for any
Distribution Date due but not paid on any Distribution Date will be due on the
next succeeding Distribution Date together with, to the extent permitted by
applicable law, additional interest on such amount at the Class A Certificate
Rate.
Subject to the Agreement, payments of principal are limited to
the unpaid Class A Invested Amount of the Class A Certificates, which may be
less than the unpaid balance of the Class A Certificates pursuant to the terms
of the Agreement. All principal of and interest on the Class A Certificates is
due and payable no later than the January 2003 Distribution Date (or if such day
is not a Business Day, the next succeeding Business Day) (the "SERIES
TERMINATION DATE"). After the series Termination Date neither the Trust nor the
Transferor will have any further obligation to distribute principal or interest
on the Class A Certificates. in the event that the Class A Invested Amount is
greater than zero on the Series Termination Date, the Trustee will sell or cause
to be sold, to the extent necessary, an amount of interests in the Receivables
or certain of the Receivables up to 110% of the Class A Invested Amount, the
Class B Invested Amount, the Class C Invested Amount and the Class D Invested
Amount at the close of business on such date (but not more than the total amount
of Receivables allocable to the Investor Certificates), and shall pay the
proceeds to the Class A Certificateholders pro rata in final payment of the
Class A Certificates, then to the Class B Certificateholders pro rata in final
payment of the Class B Certificates, then to the Class C Certificateholders pro
rata in final payment of the Class C Certificates and finally to the Class D
Certificateholders pro rata in final payment of the Class D Certificates.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement, or be valid for any
purpose.
A-1-3
IN WITNESS WHEREOF, the Transferor has caused this Certificate
to be duly executed under its official seal.
SRI RECEIVABLES PURCHASE CO., INC.
By: XXXXX X. XXXX
Name: Xxxxx X. Xxxx
Title: Senior Vice President,
Secretary and Treasurer
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-1 Certificates referred to in the
within-mentioned Pooling and Servicing Agreement.
BANKERS TRUST (DELAWARE),
as Trustee
By: BANKERS TRUST COMPANY
as Authenticating Agent
By: M. XXXX XXXXXXX
Authorized Signatory
X-0-0
Xxxxxxx X-0
[FORM OF CLASS B INVESTOR CERTIFICATE]
THIS CERTIFICATE WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE
"SECURITIES ACT"). THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OF ANY STATE AND
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS
REGISTERED PURSUANT TO OR EXEMPT FROM REGISTRATION UNDER THE SECURITIES
ACT AND ANY OTHER APPLICABLE SECURITIES LAW.
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF SRI
RECEIVABLES PURCHASE CO., INC. THAT SUCH PURCHASER IS NOT (1) AN
EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT IS
SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN
SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR
(III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON
OF A PLAN'S INVESTMENT IN THE ENTITY.
No.___ $_________
SRI RECEIVABLES MASTER TRUST
FLOATING RATE CLASS B-1 CERTIFICATE, SERIES 1995-1
Evidencing an undivided interest in a trust, the corpus of
which consists of receivables generated from time to time in the ordinary course
of business from a portfolio of consumer revolving credit card accounts
generated or to be generated by certain subsidiaries (collectively, the "SRI
SUBSIDIARIES") of Specialty Retailers, Inc. ("SRI" or the "SERVICER") and other
assets and interests constituting the Trust under the Agreement described below.
(Not an interest in or a recourse obligation of SRI
Receivables Purchase Co, Inc., SRI or any affiliate of either of them.)
This certifies that ________ (the "CERTIFICATEHOLDER") is the
registered owner of a fractional undivided interest in the SRI Receivables
Master Trust (the "TRUST") issued pursuant to the Amended and Restated Pooling
and Servicing Agreement, dated as of August 11, 1995 (the "POOLING AND SERVICING
AGREEMENT"; such term to include any amendment thereto) by and between SRI
Receivables Purchase Co., Inc., as Transferor (the "TRANSFEROR"), SRI as the
Servicer, and Bankers Trust (Delaware), as Trustee (the "TRUSTEE"), and the
Series 1995-1 Supplement, dated as of August 11, 1995 (the "SERIES 1995-1
SUPPLEMENT"), among the Transferor, SRI as Servicer and
A-2-1
the Trustee. The Pooling and Servicing Agreement, as supplemented by the Series
1995-1 Supplement, is herein referred to as the "AGREEMENT". The corpus of the
Trust consists of all of the Transferor's right, title and interest in, to and
under (i) the Trust Property (as defined in the Agreement) and (ii) the property
described in Sections 3A and 17 of the Series 1995-1 Supplement.
This Certificate does not purport to summarize the Agreement
and reference is made to that Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds, and duties evidenced hereby
and the rights, duties and obligations of the Trustee. To the extent not defined
herein, the capitalized terms used herein have the meanings ascribed to them in
the Agreement. This Certificate is one of a Series of Certificates entitled "SRI
Receivables Master Trust Floating Rate Class B-1 Certificates, Series 1995-1"
(the "CLASS B CERTIFICATES"), each of which represents a fractional undivided
interest in the Trust, and 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 Certificateholder by virtue of the acceptance hereof assents
and by which the Certificate holder is bound.
The Transferor has structured the Agreement, the Class B
Certificates, the SRI Receivables Master Trust Floating Rate Class A-1
Certificates, Series 1995-1 (the "CLASS A CER TIFICATES") and the SRI
Receivables Master Trust Floating Rate Class C-1 Certificates, Series 1995-1
(the "CLASS C CERTIFICATES," and collectively with the Class A Certificates and
the Class B Certificates, the "OFFERED CERTIFICATES") with the intention that
the Offered Certificates will qualify under applicable tax law as indebtedness,
and both the Transferor and each holder of a Class B Certificate (a "CLASS B
CERTIFICATEHOLDER") or any interest therein by acceptance of its Certificate or
any interest therein, agrees to treat the Class B Certificates as indebtedness
for purposes of federal, state and local income or franchise taxes and any other
tax imposed on or measured by income.
No principal will be payable to the Class B Certificateholders
until the Class B Payment Commencement Date, which is the Distribution Date
either on or following the Distribution Date, on which the Class A Invested
Amount had been paid in full. No principal will be payable to the Class B
Certificateholders until all principal payments have been made to the Class A
Certificateholders. No principal payments will be made to the Class C
Certificateholder until the Distribution Date either on or following the
Distribution Date on which the Class B invested Amount has been paid in full.
Interest will accrue on the unpaid principal amount of the
Class B Certificates at a per annum rate equal to 7.375% per annum with respect
to the initial Interest Accrual Period and, with respect to each subsequent
Interest Accrual Period a per annum rate of 1.50% in excess of LIBOR prevailing
on the related Rate Determination Date, calculated on the basis of the actual
num ber of days elapsed in such subsequent Interest Accrual Period over a year
of 360 days (the "CLASS B CERTIFICATE RATE"), and, except as otherwise provided
in the Agreement, will be distributed quarterly to Certificateholders on the
third Wednesday of each March, June, September and December (or, if such day is
not a Business Day, on the next succeeding Business Day) (each a "DISTRIBUTION
DATE"), commencing September 20, 1995 until such time as the Class B Invested
Amount is paid in full. Interest for any Distribution Date will include accrued
interest at the Class B Certificate Rate from and including the preceding
Distribution Date or, in the case of the first Distribution Date from
A-2-2
and including the Series 1995-1 Closing Date, to but excluding such Distribution
Date. Interest for any Distribution Date due but not paid on any Distribution
Date will be due on the next succeeding Distribution Date together with, to the
extent permitted by applicable law, additional interest on such amount at the
Class B Certificate Rate.
Subject to the Agreement, payments of principal are limited to
the unpaid Class B Invested Amount of the Class B Certificates, which may be
less than the unpaid balance of the Class B Certificates pursuant to the terms
of the Agreement. All principal of and interest on the Class B Certificates is
due and payable no later than the January 2003 Distribution Date (or if such day
is not a Business Day, the next succeeding Business Day) (the "SERIES
TERMINATION DATE"). After the Series Termination Date neither the Trust nor the
Transferor will have any further obligation to distribute principal or interest
on the Class B Certificates. In the event that the Class B Invested Amount is
greater than zero on the Series Termination Date, the Trustee will sell or cause
to be sold, to the extent necessary, an amount of interests in the Receivables
or certain of the Receivables up to 110% of the Class A Invested Amount, the
Class B Invested Amount, the Class C Invested Amount and the Class D Invested
Amount at the close of business on such date (but not more than the total amount
of Receivables allocable to the Investor Certificates), and shall pay the
proceeds to the Class A Certificateholders pro rata in final payment of the
Class A Certificates, then to the Class B Certificateholders pro rata in final
payment of the Class B Certificates, then to the Class C Certificateholders pro
rata in final payment of the Class C Certificates and finally to the Class D
Certificateholders pro rata in final payment of the Class D Certificates.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement, or be valid for any
purpose.
A-2-3
IN WITNESS WHEREOF, the Transferor has caused this Certificate
to be duly executed under its official seal.
SRI RECEIVABLES PURCHASE CO., INC.
By: XXXXX X. XXXX
Name: Xxxxx X. Xxxx
Title: Senior Vice President,
Secretary and Treasurer
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-1 Certificates referred to in the
within-mentioned Pooling and Servicing Agreement.
BANKERS TRUST (DELAWARE),
as Trustee
By: BANKERS TRUST COMPANY
as Authenticating Agent
By: M. XXXX XXXXXXX
Authorized Signatory
X-0-0
Xxxxxxx X-0
[FORM OF CLASS C INVESTOR CERTIFICATE]
THIS CERTIFICATE WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"). THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OF ANY STATE AND
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS
REGISTERED PURSUANT TO OR EXEMPT FROM REGISTRATION UNDER THE SECURITIES
ACT AND ANY OTHER APPLICABLE SECURITIES LAW AND THE ADDITIONAL
CONDITIONS TO TRANSFER SPECIFIED IN THE AGREEMENT REFERRED TO BELOW
SHALL HAVE BEEN SATISFIED.
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF SRI
RECEIVABLES PURCHASE CO., INC. THAT SUCH PURCHASER IS NOT (I) AN
EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT IS
SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN
SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR
(III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON
OF A PLAN'S INVESTMENT IN THE ENTITY.
No.___ $________
SRI RECEIVABLES MASTER TRUST
FLOATING RATE CLASS C-1 CERTIFICATE, SERIES 1995-1
Evidencing an undivided interest in a trust, the corpus of
which consists of receivables generated from time to time in the ordinary course
of business from a portfolio of consumer revolving credit card accounts
generated or to be generated by certain subsidiaries (collectively, the "SRI
SUBSIDIARIES") of Specialty Retailers, Inc. ("SRI" or the "SERVICER") and other
assets and interests constituting the Trust under the Agreement described below.
(Not an interest in or a recourse obligation of SRI
Receivables Purchase Co., Inc., SRI or any affiliate of either of them.)
This certifies that ___________ (the "CERTIFICATEHOLDER") is
the registered owner of a fractional undivided interest in the SRI Receivables
Master Trust (the "TRUST") issued pursuant to the Amended and Restated Pooling
and Servicing Agreement, dated as of August 11, 1995 (the "POOLING AND SERVICING
AGREEMENT"; such term to include any amendment thereto) by and between SRI
Receivables Purchase Co., Inc., as Transferor (the "TRANSFEROR"), SRI as the
Servicer, and Bankers Trust (Delaware), as Trustee (the "TRUSTEE"), and the
Series 1995-1 Supplement, dated as
A-3-1
of August 11, 1995 (the "SERIES 1995-1 SUPPLEMENT"), among the Transferor, SRI
as Servicer and the Trustee. The Pooling and Servicing Agreement, as
supplemented by the Series 1995-1 Supplement, is herein referred to as the
"AGREEMENT." The corpus of the Trust consists of all of the Transferor's right,
title and interest in, to and under (i) the Trust Property (as defined in the
Agree ment) and (ii) the property described in Sections 3A and 17 of the Series
1995-1 Supplement.
This Certificate does not purport to summarize the Agreement
and reference is made to that Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds, and duties evidenced hereby
and the rights, duties and obligations of the Trustee. To the extent not defined
herein, the capitalized terms used herein have the meanings ascribed to them in
the Agreement. This Certificate is one of a Series of Certificates entitled "SRI
Receivables Master Trust Floating Rate Class C-1 Certificates, Series 1995-1"
(the "CLASS C CERTIFICATES"), each of which represents a fractional undivided
interest in the Trust, and 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 Certificateholder by virtue of the acceptance hereof assents
and by which the Certificate holder is bound.
The Transferor has structured the Agreement, the Class C
Certificates, the SRI Receivables Master Trust Floating Rate Class A-1
Certificates, Series 1995-1 (the "CLASS A CERTIFI XXXXX") and the SRI
Receivables Master Trust Floating Rate Class B-1 Certificates, Series 1995-1
(the "CLASS B CERTIFICATES", and collectively with the Class A Certificates and
the Class B Certificates, the "OFFERED CERTIFICATES") with the intention that
the offered Certificates will qualify under applicable tax law as indebtedness,
and both the Transferor and each holder of a Class C Certificate (a "CLASS C
CERTIFICATEHOLDER") or any interest therein by acceptance of its Certificate or
any interest therein, agrees to treat the Class C Certificates for purposes of
federal, state and local income or franchise taxes and any other tax imposed on
or measured by income, as indebtedness.
No principal will be payable to the Class C Certificateholders
until the Class C Payment Commencement Date, which is the Distribution Date
either on or following the Distribution Date, on which the Class A Invested
Amount and the Class B Invested Amount have been paid in full. No principal
payments will be payable to the Class C Certificateholder until the Distribution
Date either on or following the Distribution Date on which the Class B Invested
Amount has been paid in full.
Interest will accrue on the unpaid principal amount of the
Class C Certificates at a per annum rate equal to 7.375% per annum with respect
to the initial Interest Accrual Period and, with respect to each subsequent
Interest Accrual Period a per annum rate of 1.50% in excess of LIBOR prevailing
on the related Rate Determination Date, calculated on the basis of the actual
number of days elapsed in such subsequent Interest Accrual Period over a year of
360 days (the "CLASS C CERTIFICATE RATE"), and, except as otherwise provided in
the Agreement, will be distributed to Certificateholders quarterly on the third
Wednesday of each March, June, September and December (or, if such day is not a
Business Day, on the next succeeding Business Day) (each a "DIS TRIBUTION
DATE"), commencing September 20, 1995 until such time as the Class C Invested
Amount is paid in full. Interest for any Distribution Date will include accrued
interest at the Class C Certificate Rate from and including the preceding
Distribution Date or, in the case of the first
A-3-2
Distribution Date from and including the Closing Date, to but excluding such
Distribution Date. Interest for any Distribution Date due but not paid on any
Distribution Date will be due on the next succeeding Distribution Date together
with, to the extent permitted by applicable law, additional interest on such
amount at the Class C Certificate Rate.
In addition, the Transferor and the Trustee shall not be
required to recognize any transfer of an interest in a Class C Certificate
unless the transferor of such interest shall deliver to the Transferor and the
Trustee an Opinion of Counsel in form and substance satisfactory to the
Transferor and the Trustee to the effect that such transfer will not cause the
Trust to be treated as a "publicly traded partnership" taxable as a corporation
under Section 7704 of the Code.
Subject to the Agreement, payments of principal are limited to
the unpaid Class C Invested Amount of the Class C Certificates, which may be
less than the unpaid balance of the Class C Certificates pursuant to the terms
of the Agreement. All principal of and interest on the Class C Certificates is
due and payable no later than the January 2003 Distribution Date (or if such day
is not a Business Day, the next succeeding Business Day) (the "SERIES
TERMINATION DATE"). After the Series Termination Date neither the Trust nor the
Transferor will have any further obligation to distribute principal or interest
on the Class C Certificates. In the event that the Class C Invested Amount is
greater than zero on the Series Termination Date, the Trustee will sell or cause
to be sold, to the extent necessary, an amount of interests in the Receivables
or certain of the Receivables up to 110% of the Class A Invested Amount, the
Class B Invested Amount, the Class C Invested Amount and the Class D Invested
Amount at the close of business on such date (but not more than the total amount
of Receivables allocable to the investor Certificates), and shall pay the
proceeds to the Class A Certificateholders pro rata in final payment of the
Class A Certificates, then to the Class B Certificateholders pro rata in final
payment of the Class B Certificates, then to the Class C Certificateholders pro
rata in final payment of the Class C Certificates and finally to the Class D
Certificateholders pro rata in final payment of the Class D Certificates.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement, or be valid for any
purpose.
A-3-3
IN WITNESS WHEREOF, the Transferor has caused this Certificate
to be duly executed under its official seal.
SRI RECEIVABLES PURCHASE CO., INC.
By: XXXXX X. XXXX
Name: Xxxxx X. Xxxx
Title: Senior Vice President,
Secretary and Treasurer
CERTIFICATE OF AUTHENTICATION
This is one of the Class C-1 Certificates referred to in the
within-mentioned Pooling and Servicing Agreement.
BANKERS TRUST (DELAWARE),
as Trustee
By: BANKERS TRUST COMPANY
as Authenticating Agent
By: M. XXXX XXXXXXX
Authorized Signatory
X-0-0
Xxxxxxx X-0
[FORM OF CLASS D INVESTOR CERTIFICATE]
THIS CERTIFICATE WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"). THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OF ANY STATE AND
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS
REGISTERED PURSUANT TO OR EXEMPT FROM REGISTRATION UNDER THE SECURITIES
ACT AND ANY OTHER APPLICABLE SECURITIES LAW. THE TRANSFER OF THIS
CERTIFICATE IS PROHIBITED BY THE TERMS OF THE AGREEMENT REFERRED TO
BELOW.
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF SRI
RECEIVABLES PURCHASE CO., INC. THAT SUCH PURCHASER IS NOT (1) AN
EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT IS
SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN
SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986 AS AMENDED, OR
(III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON
OF A PLAN'S INVESTMENT IN THE ENTITY.
NO RESALE OR TRANSFER OF THIS CERTIFICATE MAY BE MADE.
No.___ $________
SRI RECEIVABLES MASTER TRUST
FLOATING RATE CLASS D-1 CERTIFICATE, SERIES 1995-1
Evidencing an undivided interest in a trust, the corpus of
which consists of receivables generated from time to time in the ordinary course
of business from a portfolio of consumer revolving credit card accounts
generated or to be generated by certain subsidiaries (collectively, the "SRI
SUBSIDIARIES") of Specialty Retailers, Inc. ("SRI" or the "SERVICER") and other
assets and interests constituting the Trust under the Agreement described below.
(Not an interest in or a recourse obligation of SRI
Receivables Purchase Co., Inc., SRI or any affiliate of either of them.)
This certifies that SRI Receivables Purchase Co., Inc. (the
"CERTIFICATEHOLDER") is the registered owner of a fractional undivided interest
in the SRI Receivables Master Trust (the "TRUST") issued pursuant to the Amended
and Restated Pooling and Servicing Agreement, dated as of August 11, 1995 (the
"POOLING AND SERVICING AGREEMENT"; such term to include any amendment or
A-4-1
Supplement thereto) by and between SRI Receivables Purchase Co., Inc., as
Transferor (the "TRANSFEROR"), SRI as the Servicer, and Bankers Trust
(Delaware), as Trustee (the "TRUSTEE"), and the Series 1995-1 Supplement, dated
as of August 11, 1995 (the "SERIES 1995-1 SUPPLEMENT"), among the Transferor,
SRI as Servicer and the Trustee. The Pooling and Servicing Agreement, as
supplemented by the Series 1995-1 Supplement, is herein referred to as the
"AGREEMENT." The corpus of the Trust consists of all of the Transferor's right,
title and interest in, to and under (i) the Trust Property (as defined in the
Agreement) and (ii) the property described in Sections 3A and 17 of the Series
1995-1 Supplement.
This Certificate does not purport to summarize the Agreement
and reference is made to that Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds, and duties evidenced hereby
and the rights, duties and obligations of the Trustee. To the extent not defined
herein, the capitalized terms used herein have the meanings ascribed to them in
the Agreement. This Certificate is one of a Series of Certificates entitled "SRI
Receivables Master Trust Floating Rate Class D-1 Certificates, Series 1995-1"
(the "CLASS D CERTIFICATES"), each of which represents a fractional undivided
interest in the Trust, and 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 Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound.
By acceptance of this Certificate or any interest herein, each
Class D Certificateholder agrees that it will in no event permit the Class D
Certificates or any interest therein to be transferred, sold, exchanged,
pledged, participated or otherwise assigned hereunder, in whole or in part.
No principal will be payable to the Class D Certificateholders
until the Class D Payment Commencement Date, which is the Distribution Date
either on or following the Distribution Date on which the Class C Invested
Amount had been paid in full. No principal will be payable to the Class D
Certificateholders until all principal payments have first been made to the
Class A Certificateholders and then on and after the Class B Principal Payment
Commencement Date, after all principal payments have been made to the Class B
Certificateholders and then on and after the Class C Principal Payment
Commencement Date, after all payments have been made to the Class C
Certificateholders.
Interest will accrue on the unpaid principal amount of the
Class D Certificates at a per annum rate equal to 0% per annum (the "CLASS D
CERTIFICATE RATE").
Subject to the Agreement, payments of principal are limited to
the unpaid Class D Invested Amount of the Class D Certificates, which may be
less than the unpaid balance of the Class D Certificates pursuant to the terms
of the Agreement. All principal of and interest on the Class D Certificates is
due and payable no later than the January 2003 Distribution Date (or if such day
is not a Business Day, the next succeeding Business Day) (the "SERIES
TERMINATION DATE"). After the Series Termination Date neither the Trust nor the
Transferor will have any further obligation to distribute principal or interest
on the Class C Certificates. in the event that the Class C Invested Amount is
greater than zero on the Series Termination Date, the Trustee will sell or cause
A-4-2
to be sold, to the extent necessary, an amount of interests in the Receivables
or certain of the Receivables up to 110% of the Class A Invested Amount, the
Class B Invested Amount, the Class C Invested Amount and the Class D Invested
Amount at the close of business on such date (but not more than the total amount
of Receivables allocable to the Investor Certificates), and shall pay the
proceeds to the Class A Certificateholders pro rata in final payment of the
Class A Certificates, then to the Class B Certificateholders pro rata in final
payment of the Class B Certificates, then to the Class C Certificateholders pro
rata in final payment of the Class C Certificates and finally to the Class D
Certificateholders pro rata in final payment of the Class D Certificates.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement, or be valid for any
purpose.
A-4-3
IN WITNESS WHEREOF, the Transferor has caused this Certificate
to be duly executed under its official seal.
SRI RECEIVABLES PURCHASE CO., INC.
By: XXXXX X. XXXX
Name: Xxxxx X. Xxxx
Title: Senior Vice President,
Secretary and Treasurer
CERTIFICATE OF AUTHENTICATION
This is one of the Class D-1 Certificates referred to in the
within-mentioned Pooling and Servicing Agreement.
BANKERS TRUST (DELAWARE),
as Trustee
By: M. XXXX XXXXXXX
Authorized Signatory
A-4-4
Exhibit D
[Form of 144A Exchange Notice and Certification]
__________________, 199__
SRI Receivables Purchase Co., Inc.
00000 Xxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: ______________________
Bankers Trust (Delaware)
0000 Xxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust and Agency Group
Ladies and Gentlemen:
This is to notify you as to the transfer of $_________ of
Series 1995-1, Class [A] [B] [C] Certificates (the "CERTIFICATES") of SRI
Receivables Master Trust (the "COMPANY").
The undersigned is the holder of the Certificates and with
this notice hereby deposits with the Trustee $__________ principal amount of
Certificates and requests that Certificates in the same principal amount be
issued and executed by the Company and authenticated by the Trustee and
registered to the purchaser on _______________ 19__, as specified in the Pooling
and Servicing Agreement, as supplemented by the Series 1995-1 Supplement
thereto, as follows:
Name:
Address:
Taxpayer I.D. No.:
Denominations:
The undersigned represents and warrants that the undersigned
(i) reasonably believes the purchaser is a "qualified institutional buyer," as
defined in Rule 144A under the Securities Act of 1933 (the "ACT"), (ii) such
purchaser has acquired the Certificates in a transaction effected in accordance
with the exemption from the registration requirements of the Act provided by
Rule 144A and, (iii) if the purchaser has purchased the Certificates for one or
more accounts for which it is acting as fiduciary or agent, (A) each such
account is a qualified institutional buyer and (B) each such account is
acquiring Notes for its own account or for one or more institutional accounts
for
- 1 -
which it is acting as fiduciary or agent in a minimum amount equivalent to not
less than U.S. $250,000 for each such account.
Very truly yours,
[NAME OF HOLDER OF CERTIFICATE]
By:
[Name], [Chief Financial
or other Executive Officer]
- 2 -
Exhibit E
REPRESENTATION LETTER
(Non-Rule 144A)
Bankers Trust (Delaware)
0000 Xxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust and Agency Group
SRI Receivables Purchase Co., Inc.
00000 Xxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Treasurer
BT Securities Corporation
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: SRI Receivables Master Trust
Series 1995-1 Asset Backed Certificates
The undersigned purchaser ("PURCHASER") understands that the
purchase of the above-referenced notes (the "NOTES") may be made only by
institutions which are "Accredited Investors" under Regulation D, as promulgated
under the Securities Act of 1933, as amended (the "1933 ACT"), which includes
banks, savings and loan associations, registered brokers and dealers, insurance
companies, investment companies, and organizations described in Section
501(c)(3) of the Internal Revenue Code, corporations, business trusts and
partnerships, or formed for the specific purpose of acquiring the Notes offered,
with total assets in excess of $5,000,000. The undersigned represents on behalf
of the Purchaser that the Purchaser is an "Accredited Investor" within the
meaning of such definition. Purchaser has reviewed carefully the responses,
representations and warranties it is making herein.
REPRESENTATIONS AND WARRANTIES
Purchaser makes the following representations and warranties
in connection with Section 11(b) of the Series 1995-1 Supplement.
1. _______ The Purchaser understands that the Series 1995-1
Certificates have not been and will not be registered under the 1933 Act and may
be resold (which resale is not currently con templated) only if registered
pursuant to the provisions of the 1933 Act or if an exemption from registration
is available, that SRI Receivables Purchase Co., Inc. is not required to
register the Series 1995-1 Certificates and that any transfer must comply with
Section 11(b) of the Series 1995-1 Supplement relating to the Series 1995-1
Certificates.
2. _______ The Purchaser will comply with all applicable
federal and state securities laws in connection with any subsequent resale of
the Series 1995-1 Certificates.
3. _______ The Purchaser is a sophisticated institutional
investor and has knowledge and experience in financial and business matters and
is capable of evaluating the merits and risks of its investment in the Notes and
is able to bear the economic risk of such investment. The Purchaser has been
given such information concerning the Series 1995-1 Certificates, the underlying
receivables and the SRI Receivables Master Trust as it has requested.
4. _______ The Purchaser is acquiring the Series 1995-1
Certificates for its own account (or for the account of one or more other
institutional investors for which it is acting as duly authorized fiduciary or
agent) for the purpose of investment and not with a view to or for sale in
connection with any distribution thereof, subject nevertheless to any
requirement of law that the disposition of the Purchaser's property shall at all
times be and remain within its control.
5. _______ The Purchaser represents that either (a) it does
not qualify as (i) an employee benefit plan (as defined in section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA")), whether
or not it is subject to the provisions of Title 1 of ERISA, (ii) a plan
described in section 4975(e)(1) of the Internal Revenue Code of 1986, or (iii)
an entity whose under lying assets are deemed to be assets of a plan described
in (i) or (ii) above by reason of such plan's investment in the entity (as
determined under Department of Labor Regulations, 29 C.F.R. 2510.3-101 (1990))
(any such entity described in clauses (i) through (iii), a "BENEFIT PLAN
ENTITY") or (b) if the Purchaser is an entity described in clause (a), Purchaser
represents the following:
(i) the Purchaser is not a Benefit Plan Entity with
respect to an employee benefit plan sponsored by the
Transferor, the Placement Agent, the Trustee, or the
Servicer or any affiliate thereof (all as defined in the
Private Placement Memorandum); and
(ii) the person who has discretionary authority or
renders investment advice to the Purchaser with respect to
the investment of plan assets in the Series 1995-1
Certificates is not an obligor with respect to the
Receivables (as defined in the Private Placement
Memorandum).
6. _______ The Purchaser understands that such Series 1995-1
Certificates will bear a legend substantially as set forth in the form of Series
1995-1 Certificates included in the Series 1995-1 Supplement.
7. _______ The Purchaser agrees that it will obtain from any
subsequent purchaser of the Notes substantially the same representations,
warranties and agreements contained in the foregoing paragraphs 1 through 6 and
in this paragraph 7.
- 1 -
Very truly yours,
Dated:
By:
Name:
Title:
Number of Beneficial Holders: _________
- 2 -
