EXHIBIT 4.2
X X X X X X X X LIMITED LIABILITY PARTNERSHIP
C H A N C E
GRACECHURCH RECEIVABLES TRUSTEE LIMITED
as Receivables Trustee
BARCLAYS BANK PLC
as Transferor Beneficiary, Excess Interest Beneficiary, Transferor,
Servicer and Trust Cash Manager
BARCLAYCARD FUNDING PLC
as MTN Issuer, Series 99-1 Investor Beneficiary and Series 02-1 Investor
Beneficiary
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SERIES 02-1 SUPPLEMENT
DATED [___] 2002
TO
DECLARATION OF TRUST AND TRUST CASH MANAGEMENT AGREEMENT
DATED [___] 2002
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CONTENTS
CLAUSE PAGE
PART 1 ................................................................................................3
INTERPRETATION ........................................................................................3
Defined Terms .........................................................................................3
General ...............................................................................................3
PART 2 ................................................................................................5
EFFECT OF SUPPLEMENT ..................................................................................5
Categories Of Additional Beneficiaries And Designation ................................................5
Rights Of The Series 02-1 Investor Beneficiary ........................................................5
Consent Of Existing Beneficiaries ....................................................................10
Declaration Of Receivables Trustee ...................................................................10
PART 3 ...............................................................................................13
UNDERTAKINGS AND AGREEMENTS ..........................................................................13
Undertaking By The Transferor As To Periodic Finance Charges And Other Fees ..........................13
Undertakings By Barclays Bank Plc ....................................................................13
Agreements Of The Investor Beneficiary ...............................................................15
Negative Covenants Of The Investor Beneficiary .......................................................21
PART 4 ...............................................................................................23
MISCELLANEOUS ........................................................................................23
Governing Law And Jurisdiction .......................................................................23
Notices ..............................................................................................23
Severability Of Provisions ...........................................................................24
Further Assurances ...................................................................................24
No Waiver; Cumulative Remedies .......................................................................24
Counterparts .........................................................................................25
THE SCHEDULE .........................................................................................26
SUPPLEMENT TO THE TRUST AND CASH MANAGEMENT AGREEMENT ................................................26
PART 1 ...............................................................................................26
Definitions ..........................................................................................26
PART 2 ...............................................................................................48
Servicing Compensation And Allocation Of Acquired Interchange ........................................48
PART 3 ...............................................................................................50
Trust Cash Management Compensation And Allocation Of Acquired Interchange ............................50
PART 4 ...............................................................................................52
Trustee Payment Amount................................................................................52
PART 5 ...............................................................................................54
Addition To Clause 5 Of The Trust And Cash Management Agreement ......................................54
5.04 Rights Of Additional Beneficiary To Collections ...............................................54
5.05 Allocations ...................................................................................54
5.06 Investor Cash Available For Acquisition .......................................................60
5.07 Determination Of Monthly Required Expense Amounts .............................................63
5.08 Determination Of Monthly Principal Amounts ....................................................65
5.09 Coverage Of Required Amount ...................................................................67
5.10 Payments Of Amounts Representing Finance Charge Collections ...................................68
5.11 Payments Of Amounts Representing Available Investor Principal Collections .....................71
5.12 Payment Of Investor Finance Amounts ...........................................................76
5.13 Investor Charge-Offs ..........................................................................77
5.14 Investor Indemnity Amount .....................................................................79
5.15 Excess Spread .................................................................................79
5.16 Reallocated Class C Principal Collections .....................................................81
5.17 Reallocated Class B Principal Collections .....................................................82
5.18 Shared Principal Collections ..................................................................83
5.19 Spread Account ................................................................................84
5.20 Principal Funding Account .....................................................................87
5.21 Distribution Ledgers ..........................................................................89
5.23 Reserve Account ...............................................................................90
PART 6 ...............................................................................................94
Monthly Statement To Series 02-1 .....................................................................94
PART 7 ...............................................................................................96
Series 02-1 Pay Out Events ...........................................................................96
EXHIBITS TO THE SCHEDULE .............................................................................98
EXHIBIT A-1 FORM OF CERTIFICATE ......................................................................98
EXHIBIT A FORM OF MONTHLY STATEMENT .................................................................100
EXHIBIT B FORM OF MONTHLY PAYMENT ADVICE AND NOTIFICATION TO THE RECEIVABLES TRUSTEE ................109
EXHIBIT C SCHEDULE TO EXHIBIT B .....................................................................120
THIS SERIES 02-1 SUPPLEMENT, is made on [___] 2002 as a Deed
BY AND BETWEEN:
(1) GRACECHURCH RECEIVABLES TRUSTEE LIMITED, a company incorporated in
Jersey with registered number 75210 having its registered office at 00
Xxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX in its capacity as trustee of the
trust (the "RECEIVABLES TRUST") constituted by a Declaration of Trust
and Trust and Cash Management Agreement (the "TRUST AND CASH MANAGEMENT
AGREEMENT") dated 23 November 1999 (the "RECEIVABLES TRUSTEE");
(2) BARCLAYS BANK PLC, an institution authorised for the purposes of the
Financial Services and Markets Xxx 0000 of the United Kingdom, acting
through its business unit "Barclaycard", having its principal place of
business at 0000 Xxxxxxxx Xxxxx, Xxxxxxxxxxx XX0 0XX, in its capacities
as Transferor Beneficiary (the "TRANSFEROR BENEFICIARY") and Excess
Interest Beneficiary (the "EXCESS INTEREST BENEFICIARY") of the
Receivables Trust and as Servicer (the "SERVICER") and Trust Cash
Manager (the "TRUST CASH MANAGER") of the Receivables Trust and as
Transferor (the "TRANSFEROR") of the Receivables pursuant to the terms
of a receivables securitisation agreement (the "RSA") dated 23 November
1999; and
(3) BARCLAYCARD FUNDING PLC, a public limited company incorporated in
England and Wales, with company number 2530163, having its registered
office at 00 Xxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, in its capacities as MTN
Issuer (the "MTN ISSUER"), Investor Beneficiary for Series 02-1 (in
respect of the Series 02-1 Investor Interest, as defined herein, the
"SERIES 02-1 INVESTOR BENEFICIARY") and (in respect of its beneficial
interest in Series 99-1, the "SERIES 99-1 INVESTOR BENEFICIARY").
WHEREAS
(A) The MTN Issuer previously contributed to the Receivables Trust on 23
November 1999 and became the Series 99-1 Investor Beneficiary and now
intends to become the Series 02-1 Investor Beneficiary of the
Receivables Trust pursuant to an [Acquisition] in accordance with Clause
4 of the Trust and Cash Management Agreement, in the manner and in the
amount set out herein.
(B) Barclays Bank PLC as Transferor Beneficiary and Excess Interest
Beneficiary and the MTN Issuer as Series 99-1 Investor Beneficiary (who,
prior to the execution of this Supplement, constitute all of the other
Beneficiaries of the Receivables Trust) intends to consent in the manner
set out herein to the MTN Issuer becoming the Series 02-1 Investor
Beneficiary.
(C) The Receivables Trustee intends to supplement and vary the Trust and
Cash Management Agreement in the manner and to the extent set out
herein.
(D) It is intended by the parties hereto that, following the completion of
the transactions contemplated by this Supplement, the MTN Issuer will
become the Series 02-1 Investor Beneficiary, of the Receivables Trust as
supplemented and varied in accordance with the provisions hereof and
that the Series 02-1 Investor Beneficiary will constitute or form
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part of a Series for the purposes of the Trust and Cash Management
Agreement (such Series to be referred to as "SERIES 02-1").
(E) It is acknowledged by the parties hereto that the MTN Issuer will issue
the Related Debt (as defined herein) secured on its beneficial
entitlement as Series 02-1 Investor Beneficiary to Gracechurch Card
Funding (No. 2) PLC (the "SERIES 02-1 ISSUER") and that the Series 02-1
Issuer will issue the Associated Debt (as defined herein) secured on the
Related Debt acquired by the Series 02-1 Issuer.
NOW IT IS HEREBY AGREED as follows:
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PART 1
INTERPRETATION
1. DEFINED TERMS
Terms defined in the Master Definitions Schedule dated 23 November 1999
between the Receivables Trustee and Barclays Bank PLC (as the same may
be amended, varied or supplemented from time to time with the consent of
the Beneficiaries in accordance with Clause 12.3 of the Trust and Cash
Management Agreement (the "MASTER DEFINITIONS SCHEDULE")) and in the
Schedule attached hereto shall have the same meanings when used in this
Supplement and the recitals hereto unless the context requires otherwise
PROVIDED, HOWEVER, that in the event that any term or provision
contained in the Schedule attached hereto shall conflict with or be
inconsistent with any provision contained in the Trust and Cash
Management Agreement or the terms of the Master Definitions Schedule,
the terms and provisions of the Schedule attached hereto shall prevail
with respect to Series 02-1 only.
2. GENERAL
(a) The headings and the contents pages in this Supplement shall
not affect its interpretation.
(b) Words denoting the singular number only shall include the
plural number also and vice versa; words denoting one gender
only shall include the other gender.
(c) References to Clauses, paragraphs, Exhibits, and Schedules
shall, unless the context requires otherwise, be to clauses,
paragraphs, exhibits and schedules in this Supplement.
(d) Save where the contrary is indicated, any reference in this
Supplement to:
(i) this Supplement or any other agreement or document
shall be construed as a reference to this Supplement,
or as the case may be, such other agreement or
document as the same may have been, or may from time
to time be, amended, varied, novated or supplemented;
(ii) an enactment is a reference to it as already amended
and includes a reference to any repealed enactment
which it may re-enact, with or without amendment, and
to any re-enactment and/or amendment of it;
(iii) a time of day (including opening and closing of
business) shall be construed as a reference to London
time.
(e) Save where the context otherwise requires, all sums payable by
any party to any other party pursuant hereto are inclusive of
any VAT which is chargeable on the supply or supplies for
which such sums (or any part thereof) are the whole or part of
the consideration for VAT purposes and section 89 of the Value
Added Tax Act 1994 shall not apply to affect the amount of
such sums. Any reference herein to any fee, cost,
disbursement, expense or liability incurred by any party and
in respect of which such party is to be reimbursed (or
indemnified) by any
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other person or the amount of which is to be taken into
account in any calculation or computation shall, save where
the context otherwise requires, include a reference to such
part of such cost or expense as represents VAT and the phrase
"inclusive of VAT" shall be construed accordingly;
(f) References to the parties hereto shall be construed so as to
include its and any subsequent successors and permitted
assigns in accordance with their respective interests.
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PART 2
EFFECT OF SUPPLEMENT
3. CATEGORIES OF ADDITIONAL BENEFICIARIES AND DESIGNATION
(a) Upon payment of the contribution to the Receivables Trust
referred to in Clause 3(b) and the issue of a duly executed
and authenticated Investor Certificate to the Series 02-1
Investor Beneficiary representing its Investor Interest in the
Receivables Trust, the MTN Issuer will be designated as the
Series 02-1 Investor Beneficiary, a Beneficiary of the
Receivables Trust on the Closing Date by way of an
[Acquisition] in accordance with Clause 4 of the Trust and
Cash Management Agreement. The Series 02-1 Investor
Beneficiary shall, for all purposes under the Trust and Cash
Management Agreement, as supplemented by this Supplement, be
beneficially entitled to Trust Property in an amount equal to
the Initial Investor Interest being, for the purpose of
calculation only, an amount equal to the Class A Initial
Investor Interest, the Class B Initial Investor Interest and
the Class C Initial Investor Interest together with its
associated proportional entitlement to Finance Charge
Receivables and other Trust Property;
(b) In order for the [Acquisition] referred to in Clause 3(a)
above to be effected the following amount shall be payable by
the Series 02-1 Investor Beneficiary to the Receivables
Trustee by depositing in the Trustee [Acquisition] Account on
the Closing Date, the amount of [pound][___];
(c) The Investor Certificate evidencing the beneficial entitlement
of the Series 02-1 Investor Beneficiary in Trust Property
shall be substantially in the form of Exhibit A to the
Schedule;
(d) Series 02-1 shall be included in Group One. Series 02-1 shall
not be subordinated to any other Series.
4. RIGHTS OF THE SERIES 02-1 INVESTOR BENEFICIARY
Following the [Acquisition] referred to in Clause 3 above, the
beneficial entitlement of the Series 02-1 Investor Beneficiary (the
"SERIES 02-1 BENEFICIARY INTEREST"), shall be the aggregate of its
beneficial entitlement referable to Class A, Class B and Class C,
PROVIDED, HOWEVER, notwithstanding the beneficial entitlement to Trust
Property of the Series 02-1 Beneficiary Interest, as set out below, the
Series 02-1 Beneficiary Interest shall be beneficially entitled to all
monies held in any Trust Account from time to time which are expressly
segregated by or on behalf of the Receivables Trustee (whether by way of
separate Trust Account or ledger entry or otherwise) as allocated to the
Series 02-1 Beneficiary Interest (including, without limitation, monies
deposited in the Principal Funding Account, the Reserve Account and the
Spread Account and monies credited to the Series 02-1 Distribution
Account ). For the purposes of determining that part of the Series 02-1
Beneficiary Interest referable to Class A, Class B and Class C:
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(a) CLASS A
(i) The beneficial entitlement of the Series 02-1
Investor Beneficiary in Trust Property at any time up
to and including the Series 02-1 Termination Date for
the purposes of calculation treated as referable to
Class A shall be as follows:
(A) in respect of Principal Receivables which
are Eligible Receivables (which shall
include Principal Collections in respect of
such Receivables which represent Trust
Property but shall exclude any amounts
deposited in the Principal Funding Account
which are the Series 02-1 Beneficiary
Interest and for the purposes of calculation
treated as referable to Class A), equal to
the proportion that the Class A Adjusted
Investor Interest bears to the amount of
Principal Receivables which are Eligible
Receivables (which shall include Principal
Collections in respect of such Receivables
which represent Trust Property but shall
exclude any amounts deposited in the
Principal Funding Account) from time to time
assigned or purported to be assigned to the
Receivables Trust PROVIDED, HOWEVER, that
such entitlement shall not exceed the Class
A Adjusted Investor Interest at any time;
(B) in respect of Finance Charge Collections
with respect to any Monthly Period, equal to
the proportion that the Class A Floating
Allocation bears to the Investor Percentage
of Finance Charge Collections for such
Monthly Period credited to the Finance
Charge Collections Ledger with respect to
such Monthly Period PROVIDED, HOWEVER, that
such entitlement shall not exceed the
aggregate of the Class A Monthly Required
Expense Amount plus the Class A Investor
Default Amount, plus an amount equal to the
Class A Servicing Fee, plus an amount equal
to the Class A Cash Management Fee, plus the
amounts allocated to Class A pursuant to
Clauses 5.15(j), 5.15(l) and 5.15(m) of the
Schedule for such Monthly Period; and
(C) all monies held in any Trust Account (other
than the Trustee Collection Account, except
in respect of the Class A Distribution
Ledger, or the Trustee [Acquisition]
Account) from time to time which are held on
separate trust and expressly segregated by
or on behalf of the Receivables Trustee
(whether by way of separate Trust Account or
ledger entry or otherwise) as allocated to
the Series 02-1 Beneficiary Interest and for
the purposes of calculation treated as
referable to Class A.
Without prejudice to sub-paragraphs (A) to (C) above,
the beneficial entitlement of the Series 02-1
Investor Beneficiary for the purposes of calculation
treated as referable to Class A to any other Trust
Property at any time shall be equal to the proportion
that the Class A Adjusted
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Investor Interest bears to the amount of Principal
Receivables which are Eligible Receivables from time
to time assigned or purported to be assigned to the
Receivables Trust PROVIDED, HOWEVER, that the Series
02-1 Investor Beneficiary for the purposes of
calculation treated as referable to Class A shall not
be beneficially entitled to (1) any monies held in
any Trust Account from time to time which are held on
separate trust and expressly segregated by or on
behalf of the Receivables Trustee (whether by way of
separate Trust Account or ledger entry or otherwise)
as allocated to the Series 02-1 Beneficiary Interest
and for the purposes of calculation treated as
referable to Class B or Class C or another Series or
any Beneficiary within such other Series or (2) any
Enhancement expressed to be available for certain
Series (not including Series 02-1) or certain Classes
(not including Class A, Series 02-1) within a Series
only.
(ii) The beneficial entitlement of the Series 02-1
Investor Beneficiary in Trust Property for the
purpose of calculation treated as referable to Class
A shall terminate on the day immediately following
the Series 02-1 Termination Date.
(b) CLASS B
(i) The beneficial entitlement of the Series 02-1
Investor Beneficiary to Trust Property at any time up
to and including the Series 02-1 Termination Date for
the purpose of calculation treated as referable to
Class B, shall be as follows:
(A) in respect of Principal Receivables which
are Eligible Receivables (which shall
include Principal Collections in respect of
such Receivables which represent Trust
Property but shall exclude any amounts
deposited in the Principal Funding Account
which are allocated to the Series 02-1
Beneficiary Interest and for the purpose of
calculation treated as referable to Class
B), equal to the proportion that the Class B
Adjusted Investor Interest bears to the
amount of Principal Receivables which are
Eligible Receivables (which shall include
Principal Collections in respect of such
Receivables which represent Trust Property)
from time to time assigned or purported to
be assigned to the Receivables Trust
PROVIDED, HOWEVER, that such entitlement
shall not exceed the Class B Adjusted
Investor Interest at any time;
(B) in respect of Finance Charge Collections
with respect to any Monthly Period, equal to
the proportion that the Class B Floating
Allocation bears to the Investor Percentage
of Finance Charge Collections for such
Monthly Period credited to the Finance
Charge Collections Ledger with respect to
such Monthly Period PROVIDED, HOWEVER, that
such entitlement shall not exceed the
aggregate of the Class B Monthly Required
Expense Amount plus the Class B Investor
Default Amount plus an amount equal to the
Class B
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Servicing Fee plus an amount equal to the
Class B Cash Management Fee, for such
Monthly Period; and
(C) all monies held in any Trust Account (other
than the Trustee Collection Account, except
in respect of the Class B Distribution
Ledger, or the Trustee [Acquisition]
Account) from time to time which are held on
separate trust and expressly segregated by
or on behalf of the Receivables Trustee
(whether by way of separate Trust Account or
ledger entry or otherwise) as allocated to
the Series 02-1 Beneficiary Interest in
respect of and for the purposes of
calculation treated as referable to Class B.
Without prejudice to sub-paragraphs (A) to (C) above,
the beneficial entitlement of the Series 02-1
Investor Beneficiary in respect of Class B to any
other Trust Property at any time shall be equal to
the proportion that the Class B Adjusted Investor
Interest bears to the amount of Principal Receivables
which are Eligible Receivables from time to time
assigned or purported to be assigned to the
Receivables Trust PROVIDED, HOWEVER, that the Series
02-1 Investor Beneficiary in respect of Class B shall
not be beneficially entitled to (1) any monies held
in any Trust Account from time to time which are held
on separate trust and expressly segregated by or on
behalf of the Receivables Trustee (whether by way of
separate Trust Account or ledger entry or otherwise)
as allocated to the Series 02-1 Beneficiary Interest
and for the purposes of calculation treated as
referable to Class A or Class C or another Series or
any Beneficiary within such other Series or (2) any
Enhancement expressed to be available for certain
Series (not including Series 02-1) or certain Classes
(not including Class B, Series 02-1) within a Series
only.
(ii) The beneficial entitlement of the Series 02-1
Investor Beneficiary to Trust Property for the
purposes of calculation treated as referable to Class
B shall terminate on the day immediately following
the Series 02-1 Termination Date.
(c) CLASS C
(i) The beneficial entitlement of the Series 02-1
Investor Beneficiary to Trust Property at any time up
to and including the Series 02-1 Termination Date for
the purposes of calculation treated as referable to
Class C, shall be as follows:
(A) in respect of Principal Receivables which
are Eligible Receivables (which shall
include Principal Collections in respect of
such Receivables which represent Trust
Property but shall exclude any amounts
deposited in the Principal Funding Account
which are allocated to the Series 02-1
Investor Beneficiary and for the purposes of
calculation treated as referable to Class
C), equal to the proportion that the Class C
Adjusted Investor Interest bears to the
amount of Principal Receivables (which shall
include Principal
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Collections in respect of such Receivables
which represent Trust Property) which are
Eligible Receivables from time to time
assigned or purported to be assigned to the
Receivables Trust PROVIDED, HOWEVER, that
such entitlement shall not exceed the Class
C Adjusted Investor Interest at any time;
(B) in respect of Finance Charge Collections
with respect to any Monthly Period, equal to
the proportion that the Class C Floating
Allocation bears to the Investor Percentage
of Finance Charge Collections for such
Monthly Period credited to the Finance
Charge Collections Ledger with respect to
such Monthly Period PROVIDED, HOWEVER, that
such entitlement shall not exceed the
aggregate of the Class C Monthly Required
Expense Amount plus the Class C Investor
Default Amount plus an amount equal to the
Class C Servicing Fee for such Monthly
Period plus an amount equal to the Class C
Cash Management Fee, plus the amount
allocated to the Series 02-1 Beneficiary and
for the purposes of calculation treated as
referable to Class C pursuant to Clause
5.15(k) of the Schedule; and
(C) all monies held in any Trust Account (other
than the Trustee Collection Account, except
in respect of the Class C Distribution
Ledger, or the Trustee [Acquisition]
Account) from time to time which are held on
separate trust and expressly segregated by
or on behalf of the Receivables Trustee
(whether by way of separate Trust Account or
ledger entry or otherwise) as allocated to
the Series 02-1 Beneficiary Interest and for
the purposes of calculation treated as
referable to Class C.
Without prejudice to paragraphs (A) to (C) above, the
beneficial entitlement of the Series 02-1 Investor
Beneficiary in respect of Class C to any other Trust
Property at any time shall be equal to the proportion
that the Class C Adjusted Investor Interest bears to
the amount of Principal Receivables which are
Eligible Receivables from time to time assigned or
purported to be assigned to the Receivables Trust
PROVIDED, HOWEVER, that the Series 02-1 Investor
Beneficiary in respect of Class C shall not be
beneficially entitled to (1) any monies held in any
Trust Account from time to time which are held on
separate trust and expressly segregated by or on
behalf of the Receivables Trustee (whether by way of
separate Trust Account or ledger entry or otherwise)
as allocated to the Series 02-1 Beneficiary Interest
for the purposes of calculation treated as referable
to Class A or Class B or another Series or any
Beneficiary within such other Series or (2) any
Enhancement expressed to be available for certain
Series (not including Series 02-1) or certain Classes
(not including Class C, Series 02-1) within a Series
only.
(ii) The beneficial entitlement of the Series 02-1
Investor Beneficiary to Trust Property for the
purposes of calculation treated as referable to Class
B
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shall terminate on the day immediately following the
Series 02-1 Termination Date.
5. CONSENT OF EXISTING BENEFICIARIES
(a) Barclays Bank PLC, as the Transferor Beneficiary and Excess
Interest Beneficiary and the MTN Issuer as Series 99-1
Investor Beneficiary being the existing Beneficiaries of the
Receivables Trust, prior to the execution of this Supplement,
hereby consent to the MTN Issuer becoming a Beneficiary of the
Receivables Trust in its capacity as the Series 02-1 Investor
Beneficiary pursuant to the terms of Clause 4 of the Trust and
Cash Management Agreement and the provisions of this
Supplement upon contribution of the amount referred to in
Clause 3(b) above and the issue of a duly executed and
authenticated Investor Certificate;
(b) Barclays Bank PLC hereby consents to the creation by the MTN
Issuer of an Encumbrance over its beneficial entitlement in
the Receivables Trust in respect of Series 02-1 pursuant to
the Security Trust Deed and MTN Cash Management Agreement
executed in connection with the Related Debt as contemplated
in the Series 02-1 MTN Prospectus; and
(c) Barclays Bank PLC hereby consents to the creation by the
Series 02-1 Issuer of an Encumbrance over its rights as a
secured party in respect of the Related Debt relating to the
beneficial entitlement of the MTN Issuer in the Receivables
Trust in respect of Series 02-1 pursuant to the deed of charge
executed by the Series 02-1 Issuer in connection with the
Associated Debt as contemplated in the Series 02-1 Associated
Debt Prospectus.
6. THE DECLARATION OF RECEIVABLES TRUSTEE
With the consent of each of the existing Beneficiaries of the
Receivables Trust as set out in Clause 5(a), the Receivables Trustee
hereby declares that (i) the MTN Issuer shall become a Beneficiary of
the Receivables Trust in its capacity as the Series 02-1 Investor
Beneficiary, with effect from the payment of the amounts referred to in
Clause 3(b) above and the issue of a duly executed and authenticated
Investor Certificate on the Closing Date or such other date as specified
(and for the avoidance of doubt such time shall be prior to the
undertaking of calculations and allocations of Trust Property by the
Trust Cash Manager on the Closing Date), (ii) the Trust and Cash
Management Agreement shall be supplemented and varied in the manner and
to the extent set out below and the Trust and Cash Management Agreement
shall from such time on the Closing Date be read and construed for all
purposes as supplemented and varied as set out in the Schedule to this
Supplement and the Receivables Trust shall be supplemented and varied
accordingly:
(a) Clause 1 of the Trust and Cash Management Agreement shall be
supplemented and varied with respect to the MTN Issuer in its
capacity as Investor Beneficiary by the addition of the
definitions set out in Part 1 of the Schedule to this
Supplement. In the event that any term or provision contained
therein shall conflict with or be inconsistent with any
provision contained in the Trust and
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Cash Management Agreement, the terms and provisions of the
Schedule shall govern. All Part, Clause or sub-clause
references in the Schedule shall be to the relevant Part,
Clause or sub-clauses of the Trust and Cash Management
Agreement, except as otherwise provided in the Schedule. All
capitalised terms used in the Schedule which are not otherwise
defined therein are defined in the Master Definitions
Schedule. Each capitalised term defined in the Schedule shall
relate only to Series 02-1 and no other Series;
(b) for the purposes of Clause 4.4 of the Trust and Cash
Management Agreement in respect of Series 02-1, the amounts
referred to in Clause 3(b) above shall be allocated to Series
02-1 on the Closing Date by depositing the amount set out in
Clause 3(b) above in the Trustee [Acquisition] Account and
which amount so deposited shall constitute Investor Cash
Available for [Acquisition] on the Closing Date;
(c) for the purpose of clause 5.2(c) of the Declaration of Trust
and Trust Cash Management Agreement, from the date of the
Acquisition referred to in Clause 3(a) above until the end of
the Monthly Period after the Monthly Period in which such
Acquisition occurs, no funds standing to the credit of the
Trustee Acquisition Account shall be paid to the Transferor
Beneficiary (to accept an Offer, to pay for Future
Receivables, to pay down the Transferor Interest, or for any
other purpose);
(d) for the purposes of Clause 9.2(b) of the Trust and Cash
Management Agreement in respect of Series 02-1, the share of
the Investor Cash Management Fee payable by the Receivables
Trustee to the Trust Cash Manager which is to be met from
payments made to the Receivables Trustee by Series 02-1 shall
as provided in Clause 9(e) be calculated, allocated and paid
in the manner set out in Part 3 of the Schedule;
(e) for the purposes of Clause 2.2(b) of the Beneficiaries
Servicing Agreement in respect of Series 02-1, the share of
the Investor Servicing Fee payable by the Investor
Beneficiaries to the Servicer which is to be met from payments
to the Servicer by Series 02-1 shall be calculated, allocated
and paid to the Investor Beneficiaries in the manner set out
in Part 2 of the Schedule;
(f) the amount of Acquired Interchange allocable to Series 02-1
shall be allocated and utilised in the manner set out in Part
2 of the Schedule;
(g) for the purposes of Clause 7.15(b) of the Trust and Cash
Management Agreement in respect of Series 02-1, the amount of
the Aggregate Trustee Payment Amount payable by the Series
02-1 Investor Beneficiary in respect of Series 02-1 shall as
provided in Clause 9(f) be calculated, allocated and paid in
the manner set out in Part 4 of the Schedule;
(h) for the purposes of Clause 5 of the Trust and Cash Management
Agreement in respect of Series 02-1, Clauses 5.1, 5.2 and 5.3
shall be read in their entirety as provided in the Trust and
Cash Management Agreement. Clause 5 (except for Clauses 5.1,
5.2 and 5.3 thereof) shall be read in its entirety as set out
in Part 5
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of the Schedule and shall be applicable only to the
Beneficiary constituting Series 02-1;
(i) for the purposes of Clause 9.5(b) of the Trust and Cash
Management Agreement a Monthly Trust Cash Manager's Report
relating to Series 02-1 shall be provided to the Receivables
Trustee and the MTN Issuer, as Series 02-1 Investor
Beneficiary, in the manner set out in Part 6 of the Schedule;
and
(j) for the purposes of Clause 6.2 of the Trust and Cash
Management Agreement, the Series Pay Out Events applicable to
Series 02-1 shall be the Series 02-1 Pay Out Events set out in
Part 7 of the Schedule.
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PART 3
UNDERTAKINGS AND AGREEMENTS
7. UNDERTAKING BY THE TRANSFEROR AS TO PERIODIC FINANCE CHARGES AND OTHER
FEES
The Transferor hereby agrees that, except as otherwise required by any
Requirement of Law, or as may be determined by the Transferor to be
necessary in order for the Transferor to maintain its credit card and
related card business, (such determination being based upon a good faith
assessment by the Transferor, in its sole discretion, of the nature of
the competition in the credit card and related card business in the
United Kingdom as a whole, or in respect of Accounts relating to an
Additional Jurisdiction, of the nature of competition in the credit card
and related card business in such Additional Jurisdiction as a whole),
it shall not at any time reduce the Periodic Finance Charges assessed on
Receivables existing or arising under any Designated Account or other
fees on any Designated 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 then Expense Rate.
8. UNDERTAKINGS BY BARCLAYS BANK PLC
(a) NON-PETITION
Barclays Bank PLC as Transferor, Transferor Beneficiary,
Excess Interest Beneficiary and initial Servicer and Trust
Cash Manager, hereby undertakes (and any Additional
Transferor, by its definition as such, and any successor trust
cash manager, by its appointment under the Trust and Cash
Management Agreement, and any Successor Servicer, by its
appointment under the Beneficiaries Servicing Agreement, shall
each also undertake) to the Receivables Trustee or any
successor trustee for itself and as trustee for each
Beneficiary that it will not take any corporate action or
other steps or legal proceedings for the winding up,
dissolution or re-organisation or for the appointment of a
receiver, administrator, administrative receiver, trustee,
liquidator, sequestrator or similar officer of any Investor
Beneficiary (unless such Investor Beneficiary specifies
otherwise in any related Supplement), the Receivables Trustee
or any successor trustee of the Receivables Trust or of any or
all of the revenues and assets of any of them nor participate
in any EX PARTE proceedings nor seek to enforce any judgment
against any such Persons.
(b) DISPOSALS
Barclays Bank PLC as Transferor Beneficiary and Excess
Interest Beneficiary hereby undertakes to each of the parties
to this Supplement and to the Receivables Trustee for itself
and as trustee for each other Beneficiary that it will not
make any Disposal or create or grant any Encumbrance in
respect of its beneficial entitlement in the Receivables Trust
except in accordance with Clause 3.7 of the Trust and Cash
Management Agreement and acknowledges that any attempt to do
so shall be void.
(c) VAT DE-GROUPING [NTD: TO BE UPDATED BY CC VAT]
- 13 -
(i) In this Clause 8(c):
(A) a "VAT GROUP" shall mean any group of which
both Barclays Bank PLC and Barclaycard
Funding PLC are treated as members for the
purposes of section 43 of the Value Added
Tax Xxx 0000; and
(B) the term "REPRESENTATIVE MEMBER" shall be
construed in accordance with section 43 of
the Value Added Tax Xxx 0000.
(ii) Barclays Bank PLC hereby undertakes to each of the
parties to this Supplement and to the Receivables
Trustee for itself and as trustee for each
Beneficiary that (a) at any time when it is the
representative member of a VAT Group, it shall and
(b) at any time when a VAT Group exists but it is not
the representative member of such VAT Group, it shall
procure that the representative member of such VAT
Group will:
(A) complete and furnish all returns in relation
to VAT on importations, acquisitions and
supplies made (or deemed to be made) or
received in the United Kingdom by any person
who is treated as a member of such VAT Group
at such time in accordance with the
legislative provisions then in force and
within the time limits prescribed by law;
and
(B) pay all VAT properly due to H M Customs &
Excise from the representative member of
such VAT Group, such payment to be made no
later than the last day on which such
payment can be made without giving rise to
any interest or penalty,
in each case having regard to the then prevailing
procedures of the representative member with regard
to the conduct of the VAT affairs of the VAT Group.
(iii) Barclays Bank PLC hereby undertakes to each of the
parties to this Supplement and to the Receivables
Trustee for itself and as trustee for each
Beneficiary that, in the event that the rating of its
short term senior unsecured indebtedness as rated by
Standard & Poor's falls below [A1] or if the rating
of its short term senior unsecured indebtedness as
rated by Moodys falls below [P-1], it shall:
(A) forthwith make an application to H M Customs
& Excise for the MTN Issuer to cease to be
treated as a member of the VAT Group with
effect from the earliest time provided for
by applicable law or as H M Customs & Excise
may allow; and
(B) use its reasonable endeavours to secure that
such application is granted.
- 14 -
(d) LIMITED RECOURSE
Barclays Bank PLC as Transferor, Transferor Beneficiary,
Excess Interest Beneficiary and initial Servicer and Trust
Cash Manager, hereby undertakes (and any Additional
Transferor, by its designation as such, and any successor
trust cash manager, by its appointment under the Trust and
Cash Management Agreement, and any Successor Servicer, by its
appointment under the Beneficiaries Servicing Agreement shall
each also undertake) to the Receivables Trustee or any
successor Trustee for itself and as trustee for each
Beneficiary that:
(i) the obligations of the Receivables Trustee hereunder
at any time are limited to the lesser, at such time,
of (a) the nominal amount thereof (the "NOMINAL
AMOUNT") and (b) an amount (the "AVAILABLE AMOUNT")
equivalent to the value of the Trust Property at such
time. No Beneficiary shall have a right to have
recourse to, or make demand or initiate proceedings
against the Receivables Trustee whilst the nominal
amount exceeds the available amount. The Receivables
Trustee shall incur no liability and be under no
additional duty to any person solely as a result of
any inability on its part to make payments or to
perform other obligations hereunder, which inability
results from the operation of the foregoing
provisions of this Clause 8(d); and
(ii) it shall have no recourse, in respect of any
obligation, covenant or agreement of the Receivables
Trustee, against any shareholder, officer, agent or
director of the Receivables Trustee.
(e) CREDIT RATING
Barclays Bank PLC hereby undertakes to notify Moodys in the
event that:
(i) its long term rating, as rated by Moodys, falls below
A2; or
(ii) the portfolio monthly payment rate falls below 12%.
9. AGREEMENTS OF THE SERIES 02-1 INVESTOR BENEFICIARY
(a) USE OF TRUST PROPERTY BY RECEIVABLES TRUSTEE
(i) The Series 02-1 Investor Beneficiary acknowledges and
agrees that the Receivables Trustee or any successor
trustee shall utilise Trust Property allocated to the
Series 02-1 Investor Beneficiary in making payments
for Receivables and otherwise in operating the
Receivables Trust on the terms and subject to the
conditions of the Trust and Cash Management Agreement
and that the Series 02-1 Investor Beneficiary shall
not be entitled to receive any distribution of Trust
Property including any payments of monies, except to
the extent and in the circumstances set out in the
Trust and Cash Management Agreement and this
Supplement.
- 15 -
(ii) For the purposes of calculation only and for so long
as the MTN Issuer is the Series 02-1 Investor
Beneficiary, it is hereby agreed and acknowledged
that for the purposes of Clauses 5.16 and 5.17 of the
Schedule, amounts allocated to the MTN Issuer as the
Series 02-1 Investor Beneficiary and for the purposes
of calculation treated as being referable to a
particular Class of the Related Debt may be treated
for the purpose of calculation only, as being
reallocated to another Class and that the Schedule,
including, in particular but without limitation,
Clauses 5.16 and 5.17 shall be read and construed
accordingly. For the avoidance of doubt, nothing in
this Supplement or the Schedule shall be construed as
resulting in a reallocation of beneficial entitlement
between Beneficiaries of the Receivables Trust.
(b) NON-PETITION
The Series 02-1 Investor Beneficiary hereby undertakes to the
Receivables Trustee (and any successor trustee) for itself and
as trustee for each other Beneficiary that it will not take
any corporate action or other steps or legal proceedings for
the winding up, dissolution or re-organisation or for the
appointment of a receiver, administrator, administrative
receiver, trustee, liquidator, sequestrator or similar officer
of any Investor Beneficiary (unless such Investor Beneficiary
specifies otherwise in any related Supplement), the
Receivables Trustee (or any successor trustee) or the
Receivables Trust or of any or all of the revenues and assets
of any of them nor participate in any EX PARTE proceedings nor
seek to enforce any judgment against any such Persons.
(c) DISPOSALS
(i) The Series 02-1 Investor Beneficiary undertakes to
the Receivables Trustee for the benefit of itself and
as trustee for each other Beneficiary that it will
not make any Disposal or create or grant any
Encumbrance in respect of its beneficial entitlement
in the Receivables Trust, except in accordance with
Clause 3.7 of the Trust and Cash Management Agreement
and acknowledges that any attempt to do so shall be
void;
(ii) without prejudice to the generality of Clause 9(c)(i)
above, the MTN Issuer hereby undertakes to the
Receivables Trustee for the benefit of itself and as
trustee for each other Beneficiary that it will not
make any Disposal or create or grant any Encumbrance
in respect of any of the Related Debt if the effect
of any such Disposal or Encumbrance could result in
the Investor Interest being beneficially held by or
charged to different persons and acknowledges that
any attempt to do so shall be void.
(d) TAX
(i) The MTN Issuer hereby confirms that upon becoming the
Series 02-1 Investor Beneficiary it is beneficially
entitled to the interest payable by the Obligors and
is within the charge to corporation tax in respect of
such
- 16 -
interest for the purpose of Section 349 of the Income
and Corporation Taxes Xxx 0000;
(ii) The MTN Issuer hereby confirms that it has a business
establishment (for the purposes of Section 9 of the
Value Added Tax Act 1994) in the United Kingdom which
is either its sole business establishment (with no
other fixed establishment anywhere else in the world)
or is its business (or other fixed) establishment at
which any services received by it as contemplated in
the Relevant Documents are most directly used or to
be used or, as the case may be, its business (or
other fixed) establishment which is most directly
concerned with any services supplied by it as
contemplated in the Relevant Documents.
(e) INVESTOR TRUST CASH MANAGEMENT FEE
The Series 02-1 Investor Beneficiary hereby undertakes to the
Receivables Trustee for the benefit of itself and as trustee
for each other Beneficiary that it will pay to the Receivables
Trustee from its own resources the share of the Trust Cash
Management Fee payable by the Receivables Trustee to the Trust
Cash Manager pursuant to Clause 9.2(a) of the Trust and Cash
Management Agreement to be met by the Receivables Trustee from
payments to be made by the Beneficiaries to the Receivables
Trustee in the circumstances and in the manner set out in Part
3 of the Schedule. The amount of any such payment to be made
by the Series 02-1 Investor Beneficiary to the Receivables
Trustee shall not exceed an amount equal to the amount of
monies available for such purpose as set out in Part 3 of the
Schedule. In the event the Series 02-1 Investor Beneficiary
does not make such payment from other sources, the Receivables
Trustee shall be entitled to be indemnified by the
Beneficiaries for such non-payment from the Trust Property
allocated to the Beneficiaries to the extent of monies
available for such purpose as set out in Part 3 of the
Schedule. Any amount payable under this Clause 9(e) shall be
inclusive of VAT thereon, if applicable.
(f) INVESTOR TRUSTEE PAYMENT AMOUNT
The Series 02-1 Investor Beneficiary hereby undertakes to the
Receivables Trustee (by way of a contractual obligation owed
by the Series 02-1 Investor Beneficiary to the Receivables
Trustee, no other person and not as part of the terms of the
Receivables Trust) that it will pay to the Receivables Trustee
the share of the Aggregate Trustee Payment Amount payable
pursuant to Clause 7.16(b) of the Trust and Cash Management
Agreement to be met by the Beneficiaries in the circumstances
and in the manner set out in Part 4 of the Schedule. The
amount of any such payment to be made by the Beneficiaries to
the Receivables Trustee shall not exceed an amount equal to
the amount of monies available for such purpose as set out in
Part 4 of the Schedule. In the event the Beneficiaries does
not make such payment from other sources, the Receivables
Trustee shall be entitled to be indemnified for such
non-payment from the Trust Property allocated to the
Beneficiaries to the extent of monies
- 17 -
available for such purpose as set out in Part 4 of the
Schedule. Any amount payable under this Clause 9(f) shall be
inclusive of VAT thereon if applicable.
(g) ADDITIONAL SUPPLEMENTS
The Series 02-1 Investor Beneficiary consents and confirms as
a Beneficiary of the Receivables Trust that, subject to Clause
4.3(b) of the Trust and Cash Management Agreement and the
prior written consent of each of the Beneficiaries of the
Receivables Trust (including the Series 99-1 Investor
Beneficiary and the Series 02-1 Investor Beneficiary), the
Receivables Trust may be supplemented and varied from time to
time in accordance with the terms of additional Supplements.
(h) SPREAD ACCOUNT AMOUNTS
The Series 02-1 Investor Beneficiary hereby undertakes to the
Transferor Beneficiary (by way of a contractual obligation
owed by the Series 02-1 Investor Beneficiary to the Transferor
Beneficiary and to no other person and not as part of the
terms of the Receivables Trust) to pay from its own resources
the following amounts to the Transferor Beneficiary at the
following times:
(i) on each Transfer Date an amount equal to the Spread
Account Surplus on such Transfer Date;
(ii) upon the earlier to occur of:
(1) the termination of the Receivables Trust
pursuant to Clause 6.3 or Clause 8 of the
Trust and Cash Management Agreement; and
(2) the Series 02-A Termination Date;
an amount equal to all amounts on deposit in the Spread
Account at that time, in each case after taking into account
all deposits in and withdrawals from the Spread Account on the
date in question other than any withdrawal pursuant to this
Clause 9(h) and excluding any investment earnings on funds in
the Spread Account which are allocated to the Transferor
Beneficiary in the manner specified in Clause 5.19 of the
Schedule.
To the extent that the Series 02-1 Investor Beneficiary meets
such payments to the Transferor Beneficiary from other
sources, the Receivables Trustee, on each relevant date, shall
withdraw from the Spread Account an amount equal to the amount
in question and distribute the same to the Series 02-1
Investor Beneficiary in respect of Class C. To the extent that
the Series 02-1 Investor Beneficiary fails to meet such
payment to the Transferor Beneficiary from other sources, the
Series 02-1 Investor Beneficiary authorises the Receivables
Trustee to pay such amount to the Transferor Beneficiary on
behalf of the Series 02-1 Investor Beneficiary in
consideration of the Transferor Beneficiary having entered
into this Agreement on terms allowing amounts representing
Excess Spread to be paid into the Spread Account for the
benefit of the Series 02-1 Investor Beneficiary in respect of
Class C. Accordingly, in those
- 18 -
circumstances, the Receivables Trustee shall be authorised to
withdraw from the Spread Account on each relevant date an
amount equal to the relevant amount referred to in (i) above
or (as the case may be) (ii) above and shall pay the same to
the Transferor Beneficiary for the benefit of the Transferor
Beneficiary absolutely.
(i) RESERVE ACCOUNT AMOUNTS
The MTN Issuer in its capacity as the Series 02-1 Investor
Beneficiary undertakes to the Transferor Beneficiary (by way
of a contractual obligation owed by the Series 02-1 Investor
Beneficiary to the Transferor Beneficiary and to no other
person and not as part of the terms of the Receivables Trust)
to pay to the Transferor Beneficiary:
(i) on any Transfer Date an amount equal to the Reserve
Account Surplus on such Transfer Date (after giving
effect to all deposits to and from the Reserve
Account with respect to such Transfer Date); and
(ii) on the earliest of:
(1) the termination of the Receivables Trust
pursuant to Clause 6.3 or Clause 8 of the
Trust and Cash Management Agreement;
(2) the first Transfer Date during the Regulated
Amortisation Period or the Rapid
Amortisation Period; and
(3) the Transfer Date immediately preceding the
Series 02-A Scheduled Redemption Date,
an amount equal to all amounts on deposit in the Reserve
Account on such date after the prior payment of all amounts
due in respect of Class A that are payable from the Reserve
Account as provided herein.
To the extent that the Series 02-1 Investor Beneficiary meets
such payments to the Transferor Beneficiary from other
sources, the Receivables Trustee, on each relevant date, shall
withdraw from the Reserve Account an amount equal to the
amounts in question and distribute the same to the Series 02-1
Investor Beneficiary in respect of Class A. To the extent that
the Series 02-1 Investor Beneficiary fails to meet such
payments to the Transferor Beneficiary from other sources, the
Series 02-1 Investor Beneficiary authorises the Receivables
Trustee to pay such amount to the Transferor Beneficiary on
behalf of the Series 02-1 Investor Beneficiary in
consideration of the Transferor Beneficiary having entered
into this Agreement on terms allowing Excess Spread to be paid
into the Reserve Account for the benefit of the Series 02-1
Investor Beneficiary in respect of Class A and Class B.
Accordingly, in those circumstances, the Receivables Trustee
shall withdraw from the Reserve Account on each relevant date
an amount equal to the relevant amount referred to above and
shall pay the same to the Transferor Beneficiary for the
benefit of the Transferor Beneficiary absolutely.
- 19 -
Following any payment by the Series 02-1 Investor Beneficiary
in respect of Class A (or by the Receivables Trustee on its
behalf) pursuant to this Clause 9(i)(b), the Reserve Account
shall be terminated by the Receivables Trustee and shall be
deemed to have terminated for the purpose of this Supplement.
(j) INVESTOR INDEMNITY AMOUNT
(i) The Series 02-1 Investor Beneficiary hereby
undertakes to the Receivables Trustee (by way of the
Receivables Trustee and to contractual obligation
owed by the Series 02-1 Investor Beneficiary to no
other person and not as part of the terms of the
Receivables Trust) that it will pay to the
Receivables Trustee an amount equal to the Aggregate
Investor Indemnity Amount. The amount of any such
payment to be made by the Series 02-1 Investor
Beneficiary to the Receivables Trustee shall not
exceed an amount equal to the amount of monies
available for such purpose as set out in Clause
5.15(l) of the Schedule;
(ii) It is acknowledged and agreed by each of the parties
hereto that to the extent that the Series 02-1
Investor Beneficiary makes payment to the Receivables
Trustee to enable it to make payment to the
Transferor from other sources in respect of the
amount referred to it in Clause 9(j)(i) above, such
payment shall be treated as discharging PRO TANTO the
obligations referred to in Clause 9(j)(i) above and
that an amount shall be distributed to the Series
02-1 Investor Beneficiary in respect of Class A equal
to the amount of such payment contemplated in Clause
5.14 of the Schedule.
(k) LIMITED RECOURSE
The Series 02-1 Investor Beneficiary hereby undertakes to the
Receivables Trustee (or any successor trustee) for itself and
as trustee for each other Beneficiary that:
(i) the obligations of the Receivables Trustee hereunder
at any time are limited to the lesser, at such time,
of (a) the nominal amount thereof (the "NOMINAL
AMOUNT") and (b) an amount (the "AVAILABLE AMOUNT")
equivalent to the value of the Trust Property at such
time. No Beneficiary shall have a right to have
recourse to, or make demand or initiate proceedings
against the Receivables Trustee whilst the nominal
amount exceeds the available amount. The Receivables
Trustee shall incur no liability and be under no
additional duty to any person solely as a result of
any inability on its part to make payments or to
perform other obligations hereunder, which inability
results from the operation of the foregoing
provisions of this Clause 9(k); and
(ii) it shall have no recourse, in respect of any
obligation, covenant or agreement of the Receivables
Trustee, against any shareholder, officer, agent or
director of the Receivables Trustee.
- 20 -
10. NEGATIVE COVENANTS OF THE SERIES 02-1 INVESTOR BENEFICIARY
The Series 02-1 Investor Beneficiary shall not, save to the extent
permitted by the Series 02-1 Relevant Documents (as defined below) or
with the prior written consent of the Transferor Beneficiary in respect
of any future Series:
(a) create or permit to subsist any Encumbrance including, without
limitation, anything analogous to any of the foregoing under
the laws of any jurisdiction upon the whole or any part of its
present or future undertaking, assets or revenues (including
uncalled capital);
(b) carry on any business other than as described in the
prospectus and supplementary listing particulars dated
[___] 2002 relating to the issue of the MTNs (together, the
"SERIES 02-1 MTN PROSPECTUS") and in respect of that business
shall not engage in any activity or do anything whatsoever
except:
(i) preserve and/or exercise and/or enforce any of its
rights and perform and observe its obligations under
the Related Debt, the Trust and Cash Management
Agreement, the Series 02-1 Supplement and any mandate
regarding the Series 02-1 Distribution Account and
the Security Trust Deed and Cash Management Agreement
(as each of such terms are defined in the Series 02-1
MTN Prospectus), (all of such, together with the
Series 02-1 MTN Prospectus, the "SERIES 02-1 RELEVANT
DOCUMENTS");
(ii) use, invest or dispose of any of its property or
assets in the manner provided in or contemplated by
the Series 02-1 Relevant Documents; and
(iii) perform any act incidental to or necessary in
connection with (i) or (ii) above;
(c) have or form, or cause to be formed, any subsidiary,
subsidiary undertakings or undertakings of any other nature or
have any employees or premises or have an interest in any bank
account other than Trust Accounts and the Series 02-1
Distribution Account;
(d) create, incur or suffer to exist any indebtedness (other than
indebtedness permitted to be incurred under the terms of its
articles of association and pursuant to or as contemplated in
any of the Series 02-1 Relevant Documents) or give any
guarantee in respect of any obligation of any Person;
(e) repurchase any shares or declare or, to the extent permitted
by law, pay any dividend or other distribution to its
shareholders;
(f) consolidate with or merge with or into any person or liquidate
or dissolve on a voluntary basis;
(g) waive, modify or amend, or consent to any waiver, modification
or amendment of, any of the provisions of the Series 02-1
Relevant Documents, without the prior written consent of the
Security Trustee (and, in the case of the calculation
- 21 -
of interest and determination of any interest period for the
purposes of the Related Debt, the Transferor Beneficiary and
in the case of the Trust and Cash Management Agreement and the
Series 02-1 Supplement, each of the Beneficiaries of the
Receivables Trust; and
(h) offer to surrender to any company any amounts which are
available for surrender by way of group relief.
- 22 -
PART 4
MISCELLANEOUS
11. GOVERNING LAW AND JURISDICTION
(a) GOVERNING LAW
This Supplement shall be governed by, and construed in
accordance with, the laws of England, and the obligations,
rights and remedies of the parties hereunder (including the
immunities and standard of care of the Receivables Trustee in
the administration of the Receivables Trust hereunder) shall
be determined in accordance with such laws.
(b) JURISDICTION
(i) Each of the parties hereto irrevocably agrees for the
benefit of each other party that the courts of
England shall have exclusive jurisdiction to hear and
determine any suit, action or proceeding, and to
settle any disputes, which may arise out of or in
connection with this Supplement, and, for such
purposes, irrevocably submits to the exclusive
jurisdiction of such courts.
(ii) Each party hereto irrevocably waives any objection
which it might now or hereafter have to the courts of
England referred to above being nominated as the
forum to hear and determine any suit, action or
proceeding, and to settle any disputes, which may
arise out of or in connection with this Supplement
and agrees not to claim that any such court is not a
convenient or appropriate forum.
(iii) Each party hereto (if it is not incorporated in
England) irrevocably appoints the person specified
against its name on the execution pages hereto to
accept service of any process on its behalf and
further undertakes to the other parties hereto that
it will at all times during the continuance of this
Supplement maintain the appointment of some person in
England as its agent for the service of process and
irrevocably agrees that service of any writ, notice
or other document for the purposes of any suit,
action or proceeding in the courts of England shall
be duly served upon it if delivered or sent by
registered post to the address of such appointee (or
to such other address in England as that party may
notify to the other parties hereto).
12. NOTICES
(a) Unless otherwise stated herein, each communication or notice
to be made hereunder shall be made in writing and may be made
by fax or letter.
(b) Any communication, notice or document to be made or delivered
by any one person to another pursuant to this Supplement
shall (unless that other person has
- 23 -
by fifteen days' written notice to the other parties hereto
specified another address) be made or delivered to that other
person at the address identified below and shall be deemed to
have been made or delivered when despatched and confirmation
of transmission received by the sending machine (in the case
of any communication made by fax) or (in the case of any
communication made by letter) when left at that address or (as
the case may be) ten days after being deposited in the post
postage prepaid in an envelope addressed to it at that address
PROVIDED, HOWEVER, that each fax communication made by one
party hereto to another shall be made to that person at the
fax number notified to such party by that other person from
time to time:
(i) in the case of Barclays Bank PLC (in whatever
capacity) and the Receivables Trustee to the
addresses specified in the Trust and Cash Management
Agreement (and in the case of the Receivables Trustee
with a copy to Barclays Bank PLC);
(ii) in the case of Barclaycard Funding PLC to 00 Xxxxxxx
Xxxxxx, Xxxxxx XX0X 0XX, copied to Barclays Bank PLC
at the address referred to in (i) above, Attention:
[Xxxx Xxxxxxx];
(iii) in the case of the Rating Agencies for the Associated
Debt:
(A) in the case of Standard & Poor's to
Standard & Poor's Ratings Group, 00 Xxxxxxxx
Xxxxxx, Xxxxxx XX0X 0XX Attention:
Structured Finance Department;
(B) in the case of Moody's to Xxxxx'x Investors
Service Limited, 0 Xxxxxxx Xxxxx, Xxxxxxx
Xxxx, Xxxxxx XX0X 0XX Attention: Structured
Finance.
13. SEVERABILITY OF PROVISIONS
If any one or more of the covenants, agreements, provisions or terms of
this Supplement shall for any reason whatsoever be held invalid, then
such covenants, agreements, provisions or terms shall be deemed
severable from the remaining covenants, agreements, provisions or terms
of this Supplement and shall in no way affect the validity or
enforceability of the other provisions of this Supplement or of the
rights of the Series 02-1 Investor Beneficiary in the Receivables Trust.
14. FURTHER ASSURANCES
Each of Barclays Bank PLC and the MTN Issuer agrees, in whatever
capacity hereunder, to do and perform, from time to time, any and all
acts and to execute any and all further instruments required or
reasonably requested by the Receivables Trustee more fully to effect the
purposes of this Supplement.
15. NO WAIVER; CUMULATIVE REMEDIES
No failure to exercise and no delay in exercising, on the part of any of
the parties hereto, any right, remedy, power or privilege hereunder,
shall operate as a waiver thereof, nor
- 24 -
shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not
exhaustive of any rights, remedies, powers and privileges provided by
law.
16. COUNTERPARTS
This Supplement may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all of such
counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF the Receivables Trustee, Barclays Bank PLC (in its capacities
as Transferor Beneficiary, Excess Interest Beneficiary, Trust Cash Manager,
Servicer and Transferor) and Barclaycard Funding PLC (in its capacities as MTN
Issuer, Series 99-1 Investor Beneficiary and Series 02-1 Investor Beneficiary)
have caused this Supplement to be duly executed and delivered by their duly
authorised representatives as a deed on the day and year first above written.
- 25 -
THE SCHEDULE
SUPPLEMENT TO THE TRUST AND CASH MANAGEMENT AGREEMENT
AND THE RECEIVABLES TRUST
PART 1
DEFINITIONS
DEFINITIONS
"ADJUSTED INVESTOR INTEREST" shall mean, with respect to any date of
determination, an amount equal to the sum of (a) the Class A Adjusted Investor
Interest and (b) the Class B Adjusted Investor Interest and (c) the Class C
Adjusted Investor Interest;
"AGGREGATE INVESTOR DEFAULT AMOUNT" shall mean, with respect to any Monthly
Period, the sum of the Investor Default Amounts in respect of such Monthly
Period;
"AGGREGATE INVESTOR INDEMNITY AMOUNT" shall mean, with respect to any Monthly
Period, the sum of the Investor Indemnity Amounts in respect of such Monthly
Period;
"APPLICABLE SERIES" shall mean, with respect to any date of determination, a
Series with an Investor Interest of greater than zero;
"ASSOCIATED DEBT" means, collectively, the Class A Associated Debt, the
Class B Associated Debt and the Class C Associated Debt;
"AVAILABLE INVESTOR PRINCIPAL COLLECTIONS" shall mean with respect to any
Monthly Period, an amount equal to:
(a) the aggregate amount of Investor Principal Collections for such Monthly
Period; MINUS
(b) the aggregate amount of Investor Cash Available for [Acquisition] which
has been calculated (during the Revolving Period) pursuant to Clause
5.05(a)(iv), (during the Controlled Accumulation Period) pursuant to
Clause 5.05(b)(iv) and (during the Regulated Amortisation Period)
pursuant to Clause 5.05(c)(iv), as the case may be, as being available
to be utilised during such Monthly Period pursuant to Clauses 5.06(a)
and 5.06(b) respectively; MINUS
(c) the amount of Reallocated Class C Principal Collections with respect to
such Monthly Period which pursuant to Clause 5.16 are required to fund
the Class A Required Amount or the Class B Required Amount; MINUS
(d) the amount of Reallocated Class B Principal Collections with respect to
such Monthly Period which pursuant to Clause 5.17 are required to fund
the Class A Required Amount; PLUS
(e) the amount of Shared Principal Collections with respect to Group One
that are allocated to Series 02-1 in accordance with Clause 5.18(c);
PLUS
- 26 -
(f) with respect to the Monthly Period in which the Rapid Amortisation
Period commences, the amount of Non-Utilised Investor Cash Available for
[Acquisition] pursuant to Clause 5.06(c);
"AVAILABLE RESERVE ACCOUNT AMOUNT" shall mean, with respect to any Transfer
Date, the lesser of (a) the amount on deposit in the Reserve Account on such
date (before giving effect to any deposit made or to be made pursuant to Clause
5.15(j) into the Reserve Account on such date) and (b) the Required Reserve
Amount;
"AVAILABLE SPREAD ACCOUNT AMOUNT" shall mean, with respect to any Transfer Date,
the lesser of (a) the amount on deposit in the Spread Account on such date
(before giving effect to any deposit made or to be made pursuant to Clause
5.15(k) in the Spread Account on such date) and (b) the Required Spread Account
Amount;
"BUSINESS DAY" shall mean any day other than a Saturday, a Sunday or a day on
which banking institutions in London, England or New York, New York are
authorised or obliged by law or executive order to be closed.
"CALCULATION PERIOD" shall mean, with respect to any Distribution Date, the
period from and including the Distribution Date immediately preceding such
Distribution Date (or in the case of the first Distribution Date from and
including the Closing Date) to but excluding such Distribution Date;
"CLASS A" shall mean for calculation purposes, the portion of the Related Debt
treated as referable to the Class A Associated Debt;
"CLASS A ADDITIONAL FINANCE AMOUNT" shall have the meaning specified in Clause
5.07(a)(v);
"CLASS A ADJUSTED INVESTOR INTEREST" shall mean, with respect to any date of
determination, an amount equal to the Class A Investor Interest MINUS that
portion of the Principal Funding Account Balance allocated to the Series 02-1
Beneficiary and for the purposes of calculation treated as referable to Class A
(in an amount not to exceed the Class A Investor Interest) on such date of
determination;
"CLASS A ASSOCIATED DEBT" means the $[___] Class A Asset Backed Floating Rate
Notes due [___] constituted by a trust deed dated [___] 2002 between the
Series 00-0 Xxxxxx xxx Xxx Xxxx xx Xxx Xxxx;
"CLASS A AVAILABLE FUNDS" shall mean, with respect to any Monthly Period, an
amount equal to the sum of:
(a) the Class A Floating Allocation of Finance Charge Collections allocated
to Series 02-1;
(b) the Class A Floating Allocation of amounts with respect to Acquired
Interchange allocated to Series 02-1 and credited to the Finance Charge
Collections Ledger for such Monthly Period (or to be credited to the
Finance Charge Collections Ledger on the related Transfer Date with
respect to the preceding Monthly Period) pursuant to the Trust and Cash
Management Agreement;
(c) with respect to any Monthly Period during the Controlled Accumulation
Period prior to the payment in full of the Class A Investor Interest,
the Principal Funding Investment
- 27 -
Proceeds pursuant to Clause 5.20(b)(iii)(B) (up to a maximum amount
equal to the Class A Covered Amount), if any, with respect to the
related Transfer Date; and
(d) amounts allocated to the Series 02-1 Beneficiary and for the purposes of
calculation treated as referable to Class A, if any, to be withdrawn
from the Reserve Account which will be credited to the Finance Charge
Collections Ledger on the related Transfer Date pursuant to Clauses
5.22(b)(iii) and 5.22(d);
"CLASS A CASH MANAGEMENT FEE" means any Trust Cash Management Fee to be paid to
the Receivables Trustee allocated to the Series 02-1 Beneficiary and for the
purposes of calculation treated as referable to Class A pursuant to paragraph
(b)(i) of Part 3 of this Schedule;
"CLASS A COVERED AMOUNT" shall mean an amount determined as of each Transfer
Date with respect to any Calculation Period during the Controlled Accumulation
Period prior to the payment in full of the Class A Investor Interest, equal to
the product of (a) (i) a fraction, the numerator of which is the actual number
of days in such Calculation Period and the denominator of which is 365 (or 366
in the case of any Calculation Period ending in a leap year), and (b) the Class
A Finance Rate in effect with respect to such Calculation Period, and (c) the
Principal Funding Account Balance as of the last day of the Monthly Period
preceding the Monthly Period in which such Calculation Period ends;
"CLASS A DEBT AMOUNT" means, with respect to any date of determination, an
amount equal to the Class A Initial Investor Interest MINUS the aggregate amount
of principal payments made to the Series 02-1 Beneficiary Interest for the
purposes of calculation treated as referable to Class A PROVIDED, HOWEVER, that
upon the Series 02-1 Termination Date, the Class A Debt Amount shall be an
amount equal to zero;
"CLASS A DEFICIENCY AMOUNT" shall mean, in respect of any Transfer Date, an
amount equal to the excess, if any, of the Class A Monthly Required Expense
Amount as of the prior Transfer Date (disregarding for this purpose the Class A
Trustee Payment Amount and the MTN Issuer Costs Amount) over the amounts
actually credited to the Class A Distribution Ledger for the payment of such
amount in accordance with Clause 5.10(a)(iii);
"CLASS A DISTRIBUTION LEDGER" shall have the meaning specified in Clause
5.21(a)(i);
"CLASS A FINANCE RATE" means, in relation to any Calculation Period, the
interest rate on the Series 02-1 MTN calculated as referable to Class A for that
Calculation Period plus [___] per cent.;
"CLASS A FIXED ALLOCATION" shall mean, with respect to any Monthly Period
following the Revolving Period, the percentage equivalent of a fraction, the
numerator of which is the Class A Investor Interest as of the close of business
on the last day of the Revolving Period and the denominator of which is equal to
the Investor Interest as of the close of business on the last day of the
Revolving Period;
"CLASS A FLOATING ALLOCATION" shall mean, with respect to any Monthly Period,
the percentage equivalent of a fraction, the numerator of which is the Class A
Adjusted Investor Interest as of the close of business on the last day of the
preceding Monthly Period and the denominator of which is equal to the Adjusted
Investor Interest as of the close of business on such day PROVIDED, HOWEVER,
that, with respect to the first Monthly Period, the Class A Floating
- 28 -
Allocation shall mean the percentage equivalent of a fraction, the numerator of
which is the Class A Initial Investor Interest and the denominator of which is
the Initial Investor Interest;
"CLASS A INITIAL INVESTOR INTEREST" shall mean the aggregate initial principal
amount of beneficial entitlement to the Receivables Trust of the Series 02-1
Investor Beneficiary for the purposes of calculation treated as referable to
Class A pursuant to Clause 3(a)(i) of the Series 02-1 Supplement, which is
[pound][___];
"CLASS A INVESTOR ALLOCATION" shall mean for any Monthly Period, (a) with
respect to Receivables in Defaulted Accounts and Finance Charge Receivables at
any time and Principal Receivables during the Revolving Period, the Class A
Floating Allocation, and (b) with respect to Principal Receivables during the
Controlled Accumulation Period, the Regulated Amortisation Period or the Rapid
Amortisation Period, the Class A Fixed Allocation;
"CLASS A INVESTOR CHARGE-OFF" shall have the meaning specified in Clause
5.13(a)(iii);
"CLASS A INVESTOR DEFAULT AMOUNT" shall mean, with respect to each Transfer
Date, an amount equal to the product of (a) the Aggregate Investor Default
Amount for the related Monthly Period and (b) the Class A Floating Allocation
applicable for the related Monthly Period;
"CLASS A INVESTOR INTEREST" shall mean, on any date of determination, a
principal amount equal to:
(a) the Class A Initial Investor Interest, MINUS
(b) the aggregate amount of principal payments made to the Series 02-1
Investor Beneficiary for the purposes of calculation treated as
referable to Class A from Trust Property (with the effect that the
amount of principal beneficial entitlement of the Series 02-1 Investor
Beneficiary in the Receivables Trust for the purposes of calculation
treated as referable to Class A is reduced) prior to such date MINUS
(c) the excess, if any, of the aggregate amount of Class A Investor
Charge-Offs pursuant to Clause 5.13(a)(iii) over Class A Investor
Charge-Offs reinstated pursuant to Clause 5.15(b) prior to such date of
determination,
PROVIDED, HOWEVER, that the Class A Investor Interest may not be reduced below
zero;
"CLASS A MONTHLY FINANCE AMOUNT" shall have the meaning specified in Clause
5.07(a)(iii);
"CLASS A MONTHLY PRINCIPAL AMOUNT" shall mean the monthly amount representing
Principal Collections referable to Class A as calculated in accordance with
Clause 5.08(a);
"CLASS A MONTHLY REQUIRED EXPENSE AMOUNT" shall mean in respect of each Monthly
Period the amount as calculated in accordance with Clause 5.07(a);
"CLASS A REQUIRED AMOUNT" shall have the meaning specified in Clause 5.09(a);
"CLASS A SCHEDULED REDEMPTION DATE" shall mean the Series 02-1 Scheduled
Redemption Date;
"CLASS A SERVICING FEE" shall have the meaning specified in paragraph (a)(ii) of
Part 2 of the Schedule;
- 29 -
"CLASS A TRUSTEE PAYMENT AMOUNT" shall have the meaning specified in paragraph
(a)(ii) of Part 4 of the Schedule;
"CLASS B" shall mean for calculation purposes, the portion of the Related Debt
related to the Class B Associated Debt;
"CLASS B ADDITIONAL FINANCE AMOUNT" shall have the meaning specified in Clause
5.07(b)(iv);
"CLASS B ADJUSTED INVESTOR INTEREST" shall mean, with respect to any date of
determination, an amount equal to the Class B Investor Interest MINUS that
portion of the Principal Funding Account Balance allocated to the Series 02-1
Beneficiary and for the purposes of calculation treated as referable to Class B
(in an amount not to exceed the Class B Investor Interest) on such date of
determination;
"CLASS B ASSOCIATED DEBT" shall mean the $[___] Class B Asset Backed Floating
Rate Notes due [___] constituted by a trust deed dated [___] 2002 between
the Series 00-0 Xxxxxx xxx Xxx Xxxx xx Xxx Xxxx;
"CLASS B AVAILABLE FUNDS" shall mean, with respect to any Monthly Period, an
amount equal to the sum of:
(a) the Class B Floating Allocation of Finance Charge Collections allocated
to Series 02-1; and
(b) the Class B Floating Allocation of amounts with respect to Acquired
Interchange allocated to Series 02-1 and credited to the Finance Charge
Collections Ledger for such Monthly Period (or to be credited to the
Finance Charge Collections Ledger on the related Transfer Date with
respect to the preceding Monthly Period) pursuant to the Trust and Cash
Management Agreement;
"CLASS B CASH MANAGEMENT FEE" means any Trust Cash Management Fee to be paid to
the Receivables Trustee allocated to the Series 02-1 Beneficiary Interest and
for the purposes of calculation treated as referable to Class B pursuant to
paragraph (b)(ii) of Part 3 of this Schedule;
"CLASS B DEBT AMOUNT" shall mean, with respect to any date of determination, an
amount equal to the Class B Initial Investor Interest MINUS the aggregate amount
of principal payments made to the Series 02-1 Beneficiary Interest for the
purposes of calculation treated as referable to Class B PROVIDED, HOWEVER, that
upon the Series 02-1 Termination Date, the Class B Debt Amount shall be an
amount equal to zero;
"CLASS B DEFICIENCY AMOUNT" shall mean, in respect of any Transfer Date, an
amount equal to the excess, if any, of the Class B Monthly Required Expense
Amount as of the prior Transfer Date (disregarding for this purpose the Class B
Trustee Payment Amount) over the amount actually credited to the Class B
Distribution Ledger for the payment of such amount in accordance with Clause
5.10(b)(ii);
"CLASS B DISTRIBUTION LEDGER" shall have the meaning specified in Clause
5.21(b)(i);
"CLASS B FINANCE RATE" means, in relation to any Calculation Period, the
interest rate on the Series 02-1 MTN calculated as referable to Class B for that
Calculation Period;
- 30 -
"CLASS B FIXED ALLOCATION" shall mean, with respect to any Monthly Period
following the Revolving Period, the percentage equivalent of a fraction, the
numerator of which is the Class B Investor Interest as of the close of business
on the last day of the Revolving Period and the denominator of which is equal to
the Investor Interest as of the close of business on the last day of the
Revolving Period;
"CLASS B FLOATING ALLOCATION" shall mean, with respect to any Monthly Period,
the percentage equivalent of a fraction, the numerator of which is the Class B
Adjusted Investor Interest as of the close of business on the last day of the
preceding Monthly Period and the denominator of which is equal to the Adjusted
Investor Interest as of the close of business on such day PROVIDED, HOWEVER,
that, with respect to the first Monthly Period, the Class B Floating Allocation
shall mean the percentage equivalent of a fraction, the numerator of which is
the Class B Initial Investor Interest and the denominator of which is the
Initial Investor Interest;
"CLASS B INITIAL INVESTOR INTEREST" shall mean the aggregate initial principal
amount of beneficial entitlement to the Receivables Trust of the Series 02-1
Investor Beneficiary and for the purposes of calculation treated as referable to
Class B pursuant to Clause 3(a)(ii) of the Series 02-1 Supplement which is
[pound][___];
"CLASS B INVESTOR ALLOCATION" shall mean for any Monthly Period, (a) with
respect to Receivables in Defaulted Accounts and Finance Charge Receivables at
any time or Principal Receivables during the Revolving Period, the Class B
Floating Allocation, and (b) with respect to Principal Receivables during the
Controlled Accumulation Period, the Regulated Amortisation Period or the Rapid
Amortisation Period, the Class B Fixed Allocation;
"CLASS B INVESTOR CHARGE-OFF" shall have the meaning specified in Clause
5.13(b)(ii);
"CLASS B INVESTOR DEFAULT AMOUNT" shall mean, with respect to each Transfer
Date, an amount equal to the product of (a) the Aggregate Investor Default
Amount for the related Monthly Period and (b) the Class B Floating Allocation
applicable for the related Monthly Period;
"CLASS B INVESTOR INTEREST" shall mean, on any date of determination, a
principal amount equal to:
(a) the Class B Initial Investor Interest, MINUS
(b) the aggregate amount of principal payments made to the Series 02-1
Investor Beneficiary for the purposes of calculation treated as
referable to Class B from Trust Property (with effect that the notional
amount of principal beneficial entitlement of the Series 02-1 Investor
Beneficiary in the Receivables Trust of Class B is reduced) prior to
such date, MINUS
(c) the aggregate amount of Class B Investor Charge-Offs for all prior
Transfer Dates pursuant to Clause 5.13(b)(ii), MINUS
(d) the aggregate amount of the Reallocated Class B Principal Collections
allocated pursuant to Clause 5.17 on all prior Transfer Dates but
excluding any reallocated Class B Principal Collections that have
resulted in a reduction of the Class C Investor Interest, MINUS
- 31 -
(e) an amount equal to the amount by which the Class B Investor Interest has
been reduced on all prior Transfer Dates pursuant to Clause 5.13(a)(ii),
PLUS
(f) the aggregate amount of Excess Spread allocated and available on all
prior Transfer Dates pursuant to Clause 5.15(d), for the purpose of
reinstating amounts deducted pursuant to the foregoing clauses (c), (d)
and (e),
PROVIDED, HOWEVER, that the Class B Investor Interest may not be reduced below
zero;
"CLASS B MONTHLY FINANCE AMOUNT" shall have the meaning specified in Clause
5.07(b)(ii);
"CLASS B MONTHLY PRINCIPAL AMOUNT" shall mean the monthly amount representing
Principal Collections referable to Class B as calculated in accordance with
Clause 5.08(b);
"CLASS B MONTHLY REQUIRED EXPENSE AMOUNT" shall mean in respect of each Monthly
Period the amount calculated in accordance with Clause 5.07(b);
"CLASS B PRINCIPAL COMMENCEMENT DATE" shall be the first Distribution Date (1)
for the Controlled Accumulation Period, on which an amount equal to the Class A
Investor Interest has been deposited into the Principal Funding Account
identified for the Series 02-1 Investor Beneficiary in respect of Class A; or
(2) during the Regulated Amortisation Period or the Rapid Amortisation Period,
on which the Class A Investor Interest has been reduced to zero;
"CLASS B REQUIRED AMOUNT" shall have the meaning specified in Clause 5.09(b);
"CLASS B SCHEDULED REDEMPTION DATE" shall mean the Series 02-1 Scheduled
Redemption Date;
"CLASS B SERVICING FEE" shall have the meaning specified in paragraph (a)(iii)
of Part 2 of the Schedule;
"CLASS B TRUSTEE PAYMENT AMOUNT" shall have the meaning specified in paragraph
(a)(iii) of Part 4 of the Schedule;
"CLASS C" shall mean for calculation purposes the portion of Related Debt
related to the Class C Associated Debt;
"CLASS C ADDITIONAL FINANCE AMOUNT" shall have the meaning specified in Clause
5.07(c)(iv);
"CLASS C ADJUSTED INVESTOR INTEREST" shall mean, with respect to any date of
determination, an amount equal to the Class C Investor Interest MINUS that
portion of the Principal Funding Account Balance allocated to the Series 02-1
Beneficiary and for the purposes of calculation treated as referable to Class C
(in an amount not to exceed the Class C Investor Interest) on such date of
determination;
"CLASS C ASSOCIATED DEBT" shall mean the $[___] Class C Asset Backed Floating
Rate Notes due [___]constituted by a trust deed dated [___] 2002 between
the Series 00-0 Xxxxxx xxx Xxx Xxxx xx Xxx Xxxx;
- 32 -
"CLASS C AVAILABLE FUNDS" shall mean, with respect to any Monthly Period, an
amount equal to the sum of:
(a) the Class C Floating Allocation of Finance Charge Collections allocated
to Series 02-1; and
(b) the Class C Floating Allocation of amounts with respect to Acquired
Interchange allocated to Series 02-1 and credited to the Finance Charge
Collections Ledger for such Monthly Period (or to be credited to the
Finance Charge Collections Ledger on the related Transfer Date with
respect to the preceding Monthly Period) pursuant to the Trust and Cash
Management Agreement;
"CLASS C CASH MANAGEMENT FEE" means any Trust Cash Management Fee to be paid to
the Receivables Trustee allocated to the Series 02-1 Beneficiary and for the
purposes of calculation treated as referable to Class C pursuant to paragraph
(b)(iii) of Part 3 of this Schedule;
"CLASS C DEBT AMOUNT" shall mean, with respect to any date of determination, an
amount equal to the Class C Initial Investor Interest MINUS the aggregate amount
of principal payments made to the Series 02-1 Beneficiary Interest for the
purposes of calculation treated as referable to Class C PROVIDED, HOWEVER, that
upon the Series 02-1 Termination Date, the Class C Debt Amount shall be an
amount equal to zero;
"CLASS C DEFICIENCY AMOUNT" shall mean, in respect of any Transfer Date, an
amount equal to the excess, if any, of the Class C Monthly Required Expense
Amount as of the prior Transfer Date (disregarding for this purpose the Class C
Trustee Payment Amount) over the amount actually credited to the Class C
Distribution Ledger, for the payment of such amount on the related Transfer Date
in accordance with Clause 5.15(f);
"CLASS C DISTRIBUTION LEDGER" shall have the meaning specified in Clause
5.21(c)(i);
"CLASS C FINANCE RATE" means, in relation to any Calculation Period, the
interest rate payable on the Series 02-1 MTN calculated as referable to Class C
for that Calculation Period;
"CLASS C FIXED ALLOCATION" shall mean, with respect to any Monthly Period
following the Revolving Period, the percentage equivalent of a fraction, the
numerator of which is the Class C Investor Interest as of the close of business
on the last day of the Revolving Period and the denominator of which is equal to
the Investor Interest as of the close of business on the last day of the
Revolving Period;
"CLASS C FLOATING ALLOCATION" shall mean, with respect to any Monthly Period,
the percentage equivalent of a fraction, the numerator of which is the Class C
Adjusted Investor Interest as of the close of business on the last day of the
preceding Monthly Period and the denominator of which is equal to the Adjusted
Investor Interest as of the close of business on such day PROVIDED, HOWEVER,
that, with respect to the first Monthly Period, the Class C Floating Allocation
shall mean the percentage equivalent of a fraction, the numerator of which is
the Class C Initial Investor Interest and the denominator of which is the
Initial Investor Interest;
"CLASS C INITIAL INVESTOR INTEREST" shall mean the aggregate initial principal
amount of beneficial entitlement to the Receivables Trust of the Series 02-1
Investor Beneficiary for the
- 33 -
purposes of calculation treated as referable to Class C pursuant to Clause
3(a)(iii) of the Series 02-1 Supplement which is [pound][___];
"CLASS C INVESTOR ALLOCATION" shall mean for any Monthly Period, (a) with
respect to Receivables in Defaulted Accounts and Finance Charge Receivables at
any time or Principal Receivables during the Revolving Period, the Class C
Floating Allocation, and (b) with respect to Principal Receivables during the
Controlled Accumulation Period, the Regulated Amortisation Period or the Rapid
Amortisation Period, the Class C Fixed Allocation;
"CLASS C INVESTOR CHARGE-OFF" shall have the meaning specified in Clause
5.13(c)(i);
"CLASS C INVESTOR DEFAULT AMOUNT" shall mean, with respect to each Transfer
Date, an amount equal to the product of (a) the Aggregate Investor Default
Amount for the related Monthly Period and (b) the Class C Floating Allocation
applicable for the related Monthly Period;
"CLASS C INVESTOR INTEREST" means, with respect to any date of determination, an
amount equal to:
(a) the Class C Initial Investor Interest, MINUS
(b) the aggregate amount of principal payments made to the Series 02-1
Investor Beneficiary for the purposes of calculation treated as
referable to Class C from Trust Property (with effect that the notional
amount of principal beneficial entitlement of the Series 02-1 Investor
Beneficiary in the Receivables Trust for the purposes of calculation
treated as referable to Class C is reduced) prior to that date,
including, for the avoidance of doubt, an amount equal to all Available
Spread Account Amounts credited to the Class C Distribution Ledger in
respect of the Class C Investor Interest on all prior Transfer Dates
pursuant to Clauses 5.19(a)(iv)(B)(1)(bb), MINUS
(c) the aggregate amount of Class C Investor Charge-Offs for all prior
Transfer Dates, pursuant to Clause 5.13(c)(i), MINUS
(d) the aggregate amount of Reallocated Class B Principal Collections
allocated to the Class C Investor Interest and Reallocated Class C
Principal Collections allocated pursuant to Clauses 5.16 and 5.17 on all
prior Transfer Dates, MINUS
(e) an amount equal to the amount by which the Class C Investor Interest
has been reduced in order to cover Class A Investor Default Amounts and
Class B Investor Default Amounts pursuant to Clauses 5.13(a)(i) and
5.13(b)(i), and PLUS
(f) the aggregate amount of Excess Spread allocated and available on all
prior Transfer Dates pursuant to Clause 5.15(i) to reimburse amounts
deducted pursuant to the foregoing clauses (c), (d) and (e) above plus
the aggregate amount of withdrawals from the Spread Account pursuant to
Clause 5.19(a)(iv)(B)(bb),
PROVIDED, HOWEVER that the Class C Investor Interest may not be reduced below
zero;
"CLASS C MONTHLY FINANCE AMOUNT" shall have the meaning specified in Clause
5.07(c)(ii);
"CLASS C MONTHLY PRINCIPAL AMOUNT" shall mean the monthly amount representing
principal allocable to Class C as calculated in accordance with Clause 5.08(c);
- 34 -
"CLASS C MONTHLY REQUIRED EXPENSE AMOUNT" shall mean in respect of each Monthly
Period the amount calculated in accordance with Clause 5.07(c);
"CLASS C PRINCIPAL COMMENCEMENT DATE" shall be the first Distribution Date (1)
for the Controlled Accumulation Period, on which an amount equal to the
aggregate of the Class A Investor Interest and the Class B Investor Interest has
been deposited into the Principal Funding Account identified for the Series 02-1
Investor Beneficiary in respect of Class A and Class B, respectively; or (2)
during the Regulated Amortisation Period or the Rapid Amortisation Period, on
which the Class B Investor Interest has been reduced to zero;
"CLASS C RELEASE DATE" shall mean the first Distribution Date on which the Class
A Investor Interest and the Class B Investor Interest have been reduced to zero;
"CLASS C SCHEDULED REDEMPTION DATE" shall mean the Series 02-1 Scheduled
Redemption Date;
"CLASS C SERVICING FEE" shall have the meaning specified in paragraph (a)(iv) of
Part 2 of the Schedule;
"CLASS C TRUSTEE PAYMENT AMOUNT" shall have the meaning specified in paragraph
(a)(iv) Part 4 of the Schedule;
"CLOSING DATE" shall mean [___] 2002;
"CONTROLLED ACCUMULATION PERIOD" shall mean, unless a Pay Out Event shall have
occurred prior thereto, the period commencing at the close of business on
[___], or such later date as is determined in accordance with Clause 5.11(f)
and ending on the first to occur of (a) the commencement of the Regulated
Amortisation Period or the Rapid Amortisation Period and (b) the Series 02-1
Termination Date;
"CONTROLLED ACCUMULATION PERIOD FACTOR" shall mean, for each Monthly Period, a
fraction, the numerator of which is equal to the sum of the initial investor
interests of all Applicable Series and the denominator of which is equal to the
sum (without duplication) of (a) the Initial Investor Interest, (b) the initial
investor interests of all Applicable Series (other than Series 02-1) in Group
One (other than Companion Series) which are not expected to be in their
revolving periods, and (c) the initial investor interests of all other
Applicable Series which are not allocating Shared Principal Collections and are
in their revolving periods;
"CONTROLLED ACCUMULATION PERIOD LENGTH" shall have the meaning specified in
Clause 5.11(f);
"CONTROLLED ACCUMULATION SHORTFALL" shall initially mean zero and shall
thereafter mean, with respect to any Transfer Date during the Controlled
Accumulation Period, the excess, if any, of the Controlled Deposit Amount for
the previous Transfer Date over the aggregate amount deposited into the
Principal Funding Account pursuant to Clause 5.11(b) with respect to the Series
02-1 Investor Beneficiary in respect of Class A, Class B, and Class C for the
previous Monthly Period;
"CONTROLLED DEPOSIT AMOUNT" shall mean:
(a) for any Transfer Date with respect to the Controlled Accumulation Period
prior to the payment in full of the Investor Interest, the sum of (i)
[pound][___] PROVIDED, HOWEVER, that if the
- 35 -
Controlled Accumulation Period Length is determined to be less than [12]
months pursuant to Clause 5.11(f), the amount calculated for the
Controlled Deposit Amount in this paragraph (i) for each Transfer Date
with respect to the Controlled Accumulation Period prior to the payment
in full of the Investor Interest will be equal to (A) the product of (1)
the Initial Investor Interest and (2) the Controlled Accumulation Period
Factor for such Monthly Period divided by (B) the Required Accumulation
Factor Number plus any Controlled Accumulation Shortfall PROVIDED,
FURTHER, HOWEVER that the amount calculated for the Controlled Deposit
Amount for each Transfer Date may not exceed the Maximum Controlled
Deposit Amount without the prior written instructions of the
Beneficiaries, and (ii) the Controlled Accumulation Shortfall for such
Transfer Date; and
(b) for any Transfer Date with respect to the Regulated Amortisation Period,
the sum of (i) [pound][___] or, if greater, the Maximum Controlled
Deposit Amount, and (ii) the Controlled Accumulation Shortfall for such
Transfer Date;
"CUMULATIVE SERIES PRINCIPAL SHORTFALL" shall mean the sum of the Series
Principal Shortfalls (as such term is defined in the related Supplement) for
each Series in Group One;
"DAILY PRINCIPAL SHORTFALL" shall mean, on any date of determination, the excess
of the Group One Monthly Principal Payment for the Monthly Period relating to
such date over the amount of Principal Collections processed to date for such
Monthly Period allocable to all Applicable Series in Group One, which is not
subject to reallocation and which are credited or to be credited in the
Principal Collection Ledger on such date;
"DEFICIENCY AMOUNT" shall mean, at any time of determination, the sum of the
Class A Deficiency Amount, the Class B Deficiency Amount and the Class C
Deficiency Amount;
"DETERMINATION DATE" means the date falling two Business Days before a Transfer
Date;
"DISTRIBUTION DATE" shall mean [___] 2002 or, if [___] 2002 is not a
Business Day, the next succeeding Business Day and the fifteenth day of each
calendar month thereafter, or if such fifteenth day is not a Business Day, the
next succeeding Business Day;
"EXCESS PRINCIPAL FUNDING INVESTMENT PROCEEDS" shall mean, with respect to each
Transfer Date for the Controlled Accumulation Period or the first Transfer Date
with respect to the Regulated Amortisation Period or the Rapid Amortisation
Period, the amount, if any, by which the Principal Funding Investment Proceeds
for such Transfer Date exceeds the Class A Covered Amount as determined for such
Transfer Date;
"EXCESS SPREAD" shall mean, with respect to any Transfer Date, the sum of the
amounts with respect to such Transfer Date, if any, specified pursuant to
Clauses 5.10(a)(vi), 5.10(b)(iv) and 5.10(c)(iii);
"EXPENSE RATE" shall mean the annualised percentage equivalent of a fraction (A)
the numerator of which is the sum of: (1) the Class A Monthly Required Expense
Amount, the Class B Monthly Required Expense Amount and the Class C Monthly
Required Expense Amount, each for the related Monthly Period plus (2) an amount
equal to the Investor Servicing Fee actually payable and (3) an amount equal to
the Investor Trust Cash Management Fee
- 36 -
actually payable each with respect to the related Monthly Period and (B) the
denominator of which is the Investor Interest as of the Record Date preceding
such Transfer Date;
"FIXED INVESTOR PERCENTAGE" shall mean, with respect to any Monthly Period, the
percentage equivalent (which percentage shall never exceed 100%) of a fraction:
(a) the numerator of which is the Investor Interest as of the close of
business on the last day of the Revolving Period; and
(b) the denominator of which is the greater of:
(i) (A) the aggregate amount of Principal Receivables which are
Eligible Receivables in the Receivables Trust determined as of
the close of business on the last day of the prior Monthly
Period plus (B) Unavailable Principal Collections credited to
the Principal Collections Ledger on such date of
determination; and
(ii) the sum of the numerators used to calculate the Investor
Percentages for allocations with respect to Principal
Receivables which are Eligible Receivables for all Applicable
Series on such date of determination,
PROVIDED, HOWEVER, that with respect to any Monthly Period in which an
Addition Date occurs, the amount in paragraph (b)(i)(A) above hereof
shall be:
(A) the aggregate amount of Principal Receivables which are
Eligible Receivables in the Receivables Trust as of the close
of business on the last day of the prior Monthly Period for
the period from and including the first day of such Monthly
Period to but excluding the related Addition Date; and
(B) the aggregate amount of Principal Receivables which are
Eligible Receivables in the Receivables Trust at the beginning
of the day on the related Addition Date after adjusting for
the aggregate amount of Principal Receivables which are
Eligible Receivables added to the Receivables Trust on the
related Addition Date, for the period from and including the
related Addition Date to and including the last day of such
Monthly Period;
PROVIDED ALSO that, in respect of any Monthly Period when the Floating
Investor Percentage is zero or would be zero if the payments to be made
on the related Distribution Date were made on the last day of the
preceding Monthly Period, the Floating Investor Percentage will be zero;
"FLOATING INVESTOR PERCENTAGE" shall mean, with respect to any Monthly Period,
the percentage equivalent (which percentage shall never exceed 100%) of a
fraction:
(a) the numerator of which is the Adjusted Investor Interest as of the close
of business on the last day of the preceding Monthly Period (or with
respect to the first Monthly Period, the Initial Investor Interest); and
- 37 -
(b) the denominator of which is the greater of:
(i) (A) the aggregate amount of Principal Receivables which are
Eligible Receivables as of the close of business on the last
day of the preceding Monthly Period (or with respect to the
first calendar month in the first Monthly Period, the
aggregate amount of Principal Receivables which are Eligible
Receivables in the Receivables Trust (taking into account
Principal Receivables to be transferred on the Closing Date)
as of close of business on the day immediately preceding the
Closing Date and with respect to the second calendar month in
the first Monthly Period, the aggregate amount of Principal
Receivables which are Eligible Receivables as of the close of
business on the last day of the first calendar month in the
first Monthly Period) plus (B) any Unavailable Principal
Collections standing to the credit of the Trustee Collection
Account and credited to the Principal Collections Ledger on
such date; and
(ii) the sum of the numerators used to calculate the Investor
Percentages for allocations with respect to Finance Charge
Receivables or Receivables in Defaulted Accounts at any time
or Principal Receivables which are Eligible Receivables during
the revolving period, as applicable, for all Applicable Series
on such date of determination,
PROVIDED, HOWEVER, that with respect to any Monthly Period in which an
Addition Date occurs, the amount in sub-paragraph (b)(i)(A) above shall
be:
(A) the aggregate amount of Principal Receivables which are
Eligible Receivables in the Receivables Trust as of the close
of business on the last day of the prior Monthly Period for
the period from and including the first day of such Monthly
Period to but excluding the related Addition Date; and
(B) the aggregate amount of Principal Receivables which are
Eligible Receivables in the Receivables Trust as of the
beginning of the day on the related Addition Date after
adjusting for the aggregate amount of Principal Receivables
which are Eligible Receivables added to the Receivables Trust
on the related Addition Date, for the period from and
including the related Addition Date to and including the last
day of such Monthly Period;
PROVIDED ALSO that, in respect of any Monthly Period when the Floating
Investor Percentage is zero or would be zero if the payments to be made
on the related Distribution Date were made on the last day of the
preceding Monthly Period, the Floating Investor Percentage will be zero;
"GROUP ONE" shall mean Series 02-1 and each other Series specified in the
related Supplement to be included in Group One;
- 38 -
"GROUP ONE MONTHLY PRINCIPAL PAYMENT" shall mean with respect to any Monthly
Period, for all Applicable Series in Group One (including Series 02-1) which are
in an Amortisation Period or an Accumulation Period (as such terms are defined
in the Master Definitions Schedule), the sum of:
(a) the Controlled Deposit Amount for the related Transfer Date for any
Series in its Controlled Accumulation Period or its Regulated
Amortisation Period (as such terms are defined in the related
supplements for all Series in Group One);
(b) the Investor Interest as of the end of the prior Monthly Period taking
into effect any payments to be made on the following Distribution Date
for any Series in Group One in its Rapid Amortisation Period (as such
terms are defined in the related supplements for all Series in Group
One); and
(c) such other amounts as may be specified in the related Series supplements
for all Series in Group One;
"INITIAL INVESTOR INTEREST" shall mean [pound][___];
"INVESTOR BENEFICIARY" shall mean an Investor Beneficiary which is described as
such in any Series Supplement (as defined in the Master Definitions Schedule);
"INVESTOR CASH AVAILABLE FOR [ACQUISITION]" shall mean, on any date of
determination, the amount allocated to the Investor Beneficiaries which may be
utilised to fund the purchase of beneficial entitlement to Receivables as set
out in Clause 5.06;
"INVESTOR CHARGE-OFF" shall mean a Class A Investor Charge-Off, a Class B
Investor Charge-Off or a Class C Investor Charge-Off, or any of them;
"INVESTOR DEFAULT AMOUNT" shall mean, with respect to any Receivable in a
Defaulted Account, an amount equal to the product of (a) the Default Amount and
(b) the Floating Investor Percentage on the day such Account became a Defaulted
Account;
"INVESTOR INDEMNITY AMOUNT" shall mean, with respect to any Transferor Section
75 Indemnity Claim, an amount equal to the product of (a) the Transferor Section
75 Indemnity Claim (in an amount not to exceed the amount of the related Credit
Advance) and (b) the Floating Investor Percentage on the day such Transferor
Section 75 Indemnity Claim was made;
"INVESTOR INTEREST" shall mean, on any date of determination, an amount equal to
the sum of (a) the Class A Investor Interest, (b) the Class B Investor Interest,
and (c) the Class C Investor Interest each as of such date;
"INVESTOR PERCENTAGE" shall mean for any Monthly Period, (a) with respect to
Finance Charge Receivables and Receivables in Defaulted Accounts at any time and
Principal Receivables during the Revolving Period, the Floating Investor
Percentage and (b) with respect to Principal Receivables during the Controlled
Accumulation Period, the Regulated Amortisation Period or the Rapid Amortisation
Period, the Fixed Investor Percentage PROVIDED, HOWEVER, that in respect of any
Monthly Period when the Investor Interest is zero or would be zero if the
payments to be made on the related Distribution Date were made on the last day
of the preceding Monthly Period, the Investor Percentage shall be zero;
- 39 -
"INVESTOR PRINCIPAL COLLECTIONS" shall mean, with respect to any Monthly Period,
the sum of:
(a) the aggregate amount credited to the Principal Collections Ledger for
such Monthly Period pursuant to Clauses 5.05 (a)(ii), (iii) and (iv),
5.05(b)(ii), (iii) and (iv) (taking into account Clauses 5.05(b)(v)),
5.05(c)(ii), (iii) and (iv) (taking into account Clauses 5.05(c)(v)) or
5.05(d)(ii) (taking into account Clause 5.05(d)(iii)), (as the case may
be) in each case, as applicable to such Monthly Period;
(b) the aggregate amount to be treated as Investor Principal Collections
pursuant to Clauses 5.10(a)(v) and 5.15(b), (c)(ii), (d), (h) and (i)
for such Monthly Period; plus
(c) the aggregate amount of Unavailable Principal Collections credited to
the Principal Collections Ledger to be treated as Investor Principal
Collections pursuant to Clause 5.05(e)(ii);
"INVESTOR SERVICING FEE" shall have the meaning specified in paragraph (a)(i) of
Part 2 of the Schedule;
"INVESTOR TRUST CASH MANAGEMENT FEE" has the meaning specified in paragraph
(a)(i) of Part 3 of the Schedule;
"INVESTOR TRUSTEE PAYMENT AMOUNT" shall have the meaning specified in paragraph
(a)(i) of Part 4 of the Schedule;
"MATERIAL ADVERSE EFFECT" shall mean a material adverse effect on the interests
of Series 02-1 Investor Beneficiary which shall be construed to include the
interests of any holders of Related Debt and Associated Debt;
"MAXIMUM CONTROLLED DEPOSIT AMOUNT" shall mean an amount equal to [one-twelfth]
of the aggregate amount of all the initial investor interests of all Applicable
Series in Group One (excluding Companion Series) that are expected to be in
their revolving periods;
"MONTHLY PERIOD" shall have the meaning specified in the Trust and Cash
Management Agreement, except that the first Monthly Period, it shall begin on
and include the Closing Date and shall end on and include [___] 2002;
"MTN ISSUER" shall mean Barclaycard Funding PLC;
"MTN ISSUER COSTS AMOUNT" means the amounts certified by the Security Trustee as
being required to pay the fees, costs and expenses of the MTN Issuer accrued due
and payable on any Transfer Date (including the fees, costs and expenses of the
Security Trustee and any Receiver appointed pursuant to the Security Trust Deed
and Cash Management Agreement) plus any such fees, costs and expenses remaining
unpaid for previous Transfer Dates plus, in each case where relevant, VAT
thereon;
"NON-UTILISED INVESTOR CASH AVAILABLE FOR [ACQUISITION]" shall have the meaning
specified in Clause 5.06(c);
"NOTE TRUSTEE" shall mean The Bank of New York, London Branch;
- 40 -
"PAY OUT COMMENCEMENT DATE" shall mean the date on which a Trust Pay Out Event
is deemed to occur pursuant to Clause 6.1 of the Trust and Cash Management
Agreement or a Series 02-1 Pay Out Event is deemed to occur pursuant to Clause
6.2 of the Trust and Cash Management Agreement (as Clause 6.2 is set out in Part
7 of the Schedule);
"PORTFOLIO ADJUSTED YIELD" shall mean, with respect to any Transfer Date
commencing on and including the Transfer Date falling in [___], the average
of the percentages obtained for each of the three preceding Monthly Periods by
subtracting the Expense Rate from the Portfolio Yield for each Monthly Period;
"PORTFOLIO YIELD" shall mean, with respect to any Monthly Period, the annualised
percentage equivalent of a fraction,
(a) the numerator of which is an amount equal to the sum of:
(i) the amount of Finance Charge Collections credited to the
Finance Charge Collections Ledger and allocable to Series 02-1
for such Monthly Period (excluding any Collections in respect
of Annual Fee Receivables contemplated by (ii) below), PLUS
(ii) the amount, if any, credited to the Finance Charge Collections
Ledger with respect to Annual Fee Receivables for such Monthly
Period, PLUS
(iii) the amount of Acquired Interchange credited to the Finance
Charge Collections Ledger and allocable to Series 02-1, PLUS
(iv) the Principal Funding Investment Proceeds credited to the
Finance Charge Collections Ledger pursuant to Clause
5.20(b)(iii) on the Transfer Date related to such Monthly
Period, up to the Class A Covered Amount, PLUS
(v) the amount of the Reserve Draw Amount (up to the Available
Reserve Account Amount) credited to the Finance Charge
Collections Ledger pursuant to Clause 5.22(d) on the Transfer
Date relating to such Monthly Period, PLUS
(vi) the Reserve Investment Proceeds credited to the Finance Charge
Collections Ledger pursuant to Clause 5.22(b)(iii) on the
Transfer Date relating to such Monthly Period, MINUS
(vii) the Aggregate Investor Default Amount for such Monthly Period;
and
(b) the denominator of which is the Investor Interest as of the close of
business on the last day of such Monthly Period;
"PRINCIPAL FUNDING ACCOUNT" shall have the meaning set out in Clause 5.20(a)(i);
"PRINCIPAL FUNDING ACCOUNT BALANCE" shall mean, with respect to any date of
determination, the principal amount, if any, on deposit in the Principal Funding
Account on such date of determination;
"PRINCIPAL FUNDING INVESTMENT PROCEEDS" shall mean, with respect to each
Transfer Date with respect to the Controlled Accumulation Period or the first
Transfer Date with respect to the
- 41 -
Regulated Amortisation Period or the Rapid Amortisation Period, the investment
earnings on funds in the Principal Funding Account (net of investment expenses
and losses) for the period from and including the immediately preceding Transfer
Date to but excluding such Transfer Date;
"PRINCIPAL FUNDING INVESTMENT SHORTFALL" shall mean, with respect to each
Transfer Date with respect to the Controlled Accumulation Period or the first
Transfer Date with respect to the Regulated Amortisation Period or the Rapid
Amortisation Period, the amount, if any, by which the Principal Funding
Investment Proceeds for such Transfer Date are less than the Class A Covered
Amount determined as of such Transfer Date;
"QUARTERLY EXCESS SPREAD PERCENTAGE" means, with respect to any Determination
Date, an amount equal to the percentage equivalent of a fraction, the numerator
of which is the average Portfolio Yield for the immediately preceding three
Monthly Periods and the denominator of which is the average Expense Rate for the
immediately preceding three Monthly Periods; PROVIDED, HOWEVER, that with
respect to the first three Monthly Periods, the Quarterly Excess Spread
Percentage shall be [5]%.
"RAPID AMORTISATION PERIOD" shall mean the Amortisation Period commencing on the
Pay Out Commencement Date (other than a Pay Out Commencement Date resulting
solely from a Regulated Amortisation Trigger Event) and ending on the earlier to
occur of (a) the Series 02-1 Termination Date and (b) the termination of the
Receivables Trust pursuant to Clause 6.3 or Clause 8;
"RATING AGENCIES" shall mean Moody's and Standard & Poor's and "RATING AGENCY"
shall mean any one of them;
"RATING AGENCY CONDITION" shall mean the notification in writing by each Rating
Agency to the Transferor, the Servicer and the Receivables Trustee that an
action will not result in any Rating Agency reducing or withdrawing its then
existing rating of any outstanding Associated Debt with respect to which it is a
Rating Agency;
"REALLOCATED CLASS B PRINCIPAL COLLECTIONS" shall mean, with respect to any
Transfer Date, Principal Collections calculated by reference to the Class B
Investor Interest but which are to be applied as Finance Charge Collections in
accordance with Clause 5.17 in an amount not to exceed the product of:
(a) the Class B Investor Allocation with respect to the Monthly Period
relating to such Transfer Date; and
(b) the Investor Percentage with respect to the Monthly Period relating to
such Transfer Date; and
(c) an amount equal to the aggregate amount of Principal Collections with
respect to the Monthly Period relating to such Transfer Date,
PROVIDED, HOWEVER, that such amount shall not exceed the Class B Investor
Interest after giving effect to any unreinstated Class B Investor Charge-Offs as
of such Transfer Date;
- 42 -
"REALLOCATED CLASS C PRINCIPAL COLLECTIONS" shall mean, with respect to any
Transfer Date, Principal Collections calculated by reference to the Class C
Investor Interest but which are to be applied as Finance Charge Collections in
accordance with Clause 5.16 in an amount not to exceed the product of:
(a) the Class C Investor Allocation with respect to the Monthly Period
relating to such Transfer Date; and
(b) the Investor Percentage with respect to the Monthly Period relating to
such Transfer Date; and
(c) an amount equal to the aggregate amount of Principal Collections with
respect to the Monthly Period relating to such Transfer Date,
PROVIDED, HOWEVER, that such amount shall not exceed the Class C Investor
Interest after giving effect to any unreinstated Class C Investor Charge-Offs as
of such Transfer Date;
"RECORD DATE" shall mean, with respect to any Distribution Date (including, for
the avoidance of doubt, any Distribution Date) and any Transfer Date, the last
Business Day of the preceding Monthly Period;
"REGULATED AMORTISATION PERIOD" shall mean the Amortisation Period commencing on
the occurrence of a Regulated Amortisation Trigger Event and ending on the
earlier to occur of (a) the commencement of the Rapid Amortisation Period; and
(b) the Series 02-1 Termination Date;
"REGULATED AMORTISATION TRIGGER EVENT" shall have the meaning specified in Part
7 of the Schedule;
"RELATED DEBT" shall mean the Series 02-1 MTN;
"REQUIRED ACCUMULATION FACTOR NUMBER" shall be equal to a fraction, rounded up
to the nearest whole number the numerator of which is one and the denominator of
which is equal to the lowest monthly principal payment rate on the Designated
Accounts for the 12 months preceding the date of such calculation;
"REQUIRED RESERVE AMOUNT" shall mean, with respect to any Transfer Date on or
after the Reserve Account Funding Date, an amount equal to
(a) 0.5% of the Class A Investor Interest; or
(b) any other amount designated by the Transferor Beneficiary,
PROVIDED, HOWEVER, that if such designation is of a lesser amount, the
Transferor Beneficiary shall (i) provide the Trust Cash Manager and the
Receivables Trustee with evidence that the Rating Agency Condition shall have
been satisfied and (ii) deliver to the Receivables Trustee a certificate of an
authorised officer to the effect that, based on the facts known to such officer
at such time, in the reasonable belief of the Transferor Beneficiary, such
designation will not cause a Pay Out Event or an event that, after the giving of
notice or the lapse of time, would cause a Pay Out Event to occur with respect
of Series 02-1 PROVIDED, FURTHER, HOWEVER, that no such designation shall be
effective without the prior written agreement of all the other Beneficiaries;
- 43 -
"REQUIRED SPREAD ACCOUNT AMOUNT" will be determined on each Determination Date,
and shall mean the product of (i) the Spread Account Percentage in effect on
such date and (ii) during (A) the Revolving Period or the Controlled
Accumulation Period, the Adjusted Investor Interest, and (B) the Regulated
Amortisation Period or the Rapid Amortisation Period, the Adjusted Investor
Interest as of the last day of the Revolving Period or, as the case may be,
Controlled Accumulation Period; PROVIDED, that in no event will the Required
Spread Account Amount exceed the Class C Debt Amount (after taking into account
any payments to be made on the related Distribution Date);
"RESERVE ACCOUNT" shall have the meaning specified in Clause 5.22(a)(i);
"RESERVE ACCOUNT FUNDING DATE" shall mean the Transfer Date which occurs not
later than the earliest of:
(a) the Transfer Date with respect to the Monthly Period which commences 3
months prior to the commencement of the Controlled Accumulation Period;
(b) the first Transfer Date for which the Portfolio Adjusted Yield is less
than [0.5]%, but in such event the Reserve Account Funding Date shall
not be required to occur earlier than the Transfer Date which commences
12 months prior to the commencement of the Controlled Accumulation
Period;
(c) the first Transfer Date for which the Portfolio Adjusted Yield is less
than [1.0]%, but in such event the Reserve Account Funding Date shall
not be required to occur earlier than the Transfer Date which commences
6 months prior to the commencement of the Controlled Accumulation
Period; or
(d) the first Transfer Date for which the Portfolio Adjusted Yield is less
than [1.8]%, but in such event the Reserve Account Funding Date shall
not be required to occur earlier than the Transfer Date which commences
4 months prior to the commencement of the Controlled Accumulation
Period;
"RESERVE ACCOUNT SURPLUS" shall mean, with respect to any Transfer Date, on or
after the Reserve Account Funding Date, the amount, if any, by which the amount
on deposit in the Reserve Account exceeds the Required Reserve Amount;
"RESERVE DRAW AMOUNT" shall have the meaning specified in Clause 5.22(c);
"RESERVE INVESTMENT PROCEEDS" shall mean, with respect to each Transfer Date,
the investment earnings on funds in the Reserve Account (net of investment
expenses and losses) for the period from and including the immediately preceding
Transfer Date to but excluding such Transfer Date;
"REVOLVING PERIOD" shall mean the period from and including the Closing Date to,
but not including, the earlier of (a) the day the Controlled Accumulation Period
commences and (b) the Pay Out Commencement Date;
"SCHEDULE" shall mean the Schedule to the Supplement;
"SECURITY TRUSTEE" means The Bank of New York in its capacity as Security
Trustee under the Security Trust and MTN Cash Management Agreement;
- 44 -
"SERIES PRINCIPAL SHORTFALL" shall mean with respect to any Transfer Date, the
excess, if any, of:
(a) (i) with respect to any Transfer Date during the Controlled
Accumulation Period or the Regulated Amortisation Period, the
Controlled Deposit Amount for such Transfer Date; and
(ii) with respect to any Transfer Date during the Rapid
Amortisation Period, the Investor Interest
OVER
(b) the Investor Principal Collections for the related Monthly Period minus
the Reallocated Class B Principal Collections and Reallocated Class C
Principal Collections for such Transfer Date;
"SERIES SERVICING FEE PERCENTAGE" shall mean [0.75]% or such other percentage
agreed between the Investor Beneficiary and the Servicer to apply whilst
Barclaycard is the Servicer pursuant to Clause 2.2(a) of the Beneficiaries
Servicing Agreement;
"SERIES TRUST CASH MANAGEMENT FEE" means [pound][6,000] per annum;
"SERIES 02-1 ASSOCIATED DEBT PROSPECTUS" shall mean the approved listing
particulars of the Associated Debt dated [___] 2002 for a listing on the
London Stock Exchange and for registration with the Securities and Exchange
Commission of the United States pursuant to Rule 424(b) promulgate under the
United States Securities Act of 1933, as amended;
"SERIES 02-1 DISTRIBUTION ACCOUNT" shall mean a bank account in the name of the
Series 02-1 Investor Beneficiary to be used for the purpose of receiving amounts
distributable to the Series 02-1 Investor Beneficiary for the purposes of
calculation treated as referable to Class A, Class B and Class C from the
Receivables Trust;
"SERIES 02-1 EXTRA AMOUNT" means, for any Transfer Date, an amount equal to the
product of (a) a fraction, the numerator of which is the actual number of days
in the Calculation Period with respect to the related Distribution Date and the
denominator of which is 365 (or 366 in the case of any Calculation Period ending
in a leap year), (b) [___] per cent., and (c) the Investor Interest,
determined as of the Record Date preceding such Transfer Date;
"SERIES 02-1 INVESTOR BENEFICIARY" means the entity in which the Series 02-1
Beneficiary Interest is vested pursuant to this Supplement, being Barclaycard
Funding PLC;
"SERIES 02-1 ISSUER" means Gracechurch Card Funding (No.2) PLC as Issuer of the
Associated Debt and its successors and assigns as holder of the Related Debt;
"SERIES 02-1 MTN" means the medium term note issued by the MTN Issuer in respect
of Series 02-1 on [___] 2002;
"SERIES 02-1 MTN PROSPECTUS" shall have the meaning specified in Clause 10(b) of
the Supplement;
"SERIES 02-1 PAY OUT EVENT" shall have the meaning specified in Part 7 of the
Schedule;
- 45 -
"SERIES 02-1 RELEVANT DOCUMENTS" shall have the meaning specified in Clause
10(b)(i) of the Supplement;
"SERIES 02-1 SCHEDULED REDEMPTION DATE" shall mean the Distribution Date falling
in [___];
"SERIES 02-1 TERMINATION DATE" shall mean the earlier to occur of (a) the
Distribution Date on which the Investor Interest is reduced to zero, or (b) the
Distribution Date falling in [___];
"SHARED PRINCIPAL COLLECTIONS" shall mean either;
(a) the amount allocated to the Investor Beneficiaries which may be applied
to the Series Principal Shortfall with respect to other Applicable
Series in Group One; or
(b) the amounts allocated to other Applicable Series in Group One which the
applicable supplements for such Series specify are to be treated as
"Shared Principal Collections" and which may be applied to cover the
Series Principal Shortfall with respect to Series 02-1;
"SPREAD ACCOUNT" shall have the meaning specified in Clause 5.19(a)(i);
"SPREAD ACCOUNT PERCENTAGE" shall be determined as follows: (i) if the Quarterly
Excess Spread Percentage on such Determination Date is greater than [___] per
cent. the Spread Account Percentage for such Determination Date shall be
[___] per cent.; (ii) if the Quarterly Excess Spread Percentage on such
Determination Date is greater than [___] per cent. but less than or equal to
[___] per cent., the Spread Account Percentage on such Determination Date
shall be [___] per cent.; (iii) if the Quarterly Excess Spread Percentage on
such Determination Date is greater than [___] per cent. but less than or
equal to [___] per cent., the Spread Account Percentage on such Determination
Date shall be [___] per cent.; (iv) if the Quarterly Excess Spread Percentage
on such Determination Date is greater than [___] per cent. but less than or
equal to [___] per cent., the Spread Account Percentage on such Distribution
Date shall be [___] per cent.; and (v) if the Quarterly Excess Spread
Percentage on such Determination Date is equal to or less than [___] per
cent., the Spread Account Percentage for such Determination Date shall be
[___] per cent.;
"SPREAD ACCOUNT SURPLUS" shall mean, with respect to any Transfer Date, the
amount, if any, by which the Available Spread Account Amount exceeds the
Required Spread Account Amount;
"SUPPLEMENT" shall mean this Series 02-1 Supplement;
"SWAP AGREEMENT" shall mean the agreement dated on or about the Closing Date
between the Series 02-1 Issuer, the Swap Counterparty and the Note Trustee,
which provides for certain receipts of the Series 02-1 Issuer under and/or in
respect of the Related Debt denominated in sterling to be converted into
dollars, and VICE VERSA by the Swap Counterparty and for certain other payments
to be made in dollars by the Swap Counterparty and in dollars by the Series 02-1
Issuer;
"SWAP COUNTERPARTY" shall mean Barclays Bank PLC in its capacity as counterparty
in respect of the Swap Agreement and its successors and assigns;
"TOTAL WITHDRAWAL AMOUNT" shall have the meaning specified in Clause
5.19(a)(iv)(B)(1);
- 46 -
"TRANSFER DATE" for the purposes of this Supplement, is the same date as each
Distribution Date;
"UNAVAILABLE PRINCIPAL COLLECTIONS" shall mean the aggregate amount of
Unavailable Investor Principal Collections and Unavailable Transferor Principal
Collections credited to the Principal Collections Ledger;
"UNAVAILABLE TRANSFEROR PRINCIPAL COLLECTIONS" shall have the meaning specified
in Clause 5.05(e)(i).
- 47 -
PART 2
SERVICING COMPENSATION AND ALLOCATION OF ACQUIRED INTERCHANGE
SERVICING COMPENSATION
(a) (i) On each Transfer Date, the Receivables Trustee shall allocate
to the Beneficiaries constituting Series 02-1 from amounts
credited to the Finance Charge Collections Ledger for Series
02-1 amounts to enable such Beneficiaries to meet payments of
Investor Servicing Fee to the Servicer pursuant to Clause
2.2(b) of the Beneficiaries Servicing Agreement in the amounts
and in the circumstances set out below PROVIDED, HOWEVER,
that, to the extent not otherwise paid by the Beneficiaries
constituting Series 02-1 pursuant to Clause 2.2(b) of the
Beneficiaries Servicing Agreement, the Receivables Trustee
shall utilise such amounts credited to the Finance Charge
Collections Ledger to which the Beneficiaries constituting
Series 02-1 are beneficially entitled in meeting on behalf of
such Beneficiaries the share of the Servicing Fee allocable to
Series 02-1 with respect to such Transfer Date (the "INVESTOR
SERVICING FEE") being an amount equal to the sum of
one-twelfth of the product of (1) the Series Servicing Fee
Percentage and (2) the Adjusted Investor Interest as of the
last day of the Monthly Period preceding such Transfer Date
(such amount to be inclusive of VAT thereon, if any) PROVIDED,
HOWEVER, that with respect to the first Transfer Date after
the date of execution of the Series 02-1 Supplement, the
Investor Servicing Fee shall be equal to [pound][___] (such
amount to be inclusive of VAT thereon, if any).
(ii) The portion of the Series 02-1 Investor Servicing Fee
allocable to the Series 02-1 Investor Beneficiary in respect
of the Class A Investor Interest with respect to any Transfer
Date (the "CLASS A SERVICING FEE") shall be equal to
one-twelfth of the product of (a) the Class A Floating
Allocation, (b) the Series Servicing Fee Percentage and (c)
the Adjusted Investor Interest as of the last day of the prior
Monthly Period (such amount to be inclusive of VAT thereon, if
any).
(iii) The portion of the Series 02-1 Investor Servicing Fee
allocable to the Series 02-1 Investor Beneficiary in respect
of the Class B Investor Interest with respect to any Transfer
Date (the "CLASS B SERVICING FEE") shall be equal to
one-twelfth of the product of (a) the Class B Floating
Allocation, (b) the Series Servicing Fee Percentage and (c)
the Adjusted Investor Interest as of the last day of the prior
Monthly Period (such amount to be inclusive of VAT thereon, if
any).
(iv) The portion of the Series 02-1 Investor Servicing Fee
allocable to the Series 02-1 Investor Beneficiary in respect
of the Class C Investor Interest with respect to any Transfer
Date (the "CLASS C SERVICING FEE") shall be equal to
one-twelfth of the product of (a) the Class C Floating
Allocation, (b) the Series Servicing Fee Percentage and (c)
the Adjusted Investor Interest as of the last day of the prior
Monthly Period (such amount to be inclusive of VAT thereon, if
any).
(b) Except as specifically provided in paragraph (a) of this Part 2 above,
the Servicing Fee not allocated to Series 02-1 shall be paid out of the
cash flows from the Receivables Trust allocated to the Transferor
Beneficiary or other Applicable Series (as provided in
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the related Supplements), and for the avoidance of doubt, in no event
shall the Receivables Trust, the Receivables Trustee or the Series 02-1
Investor Beneficiary be liable therefor. The Servicing Fee allocable to
Series 02-1 will be payable as follows:
(i) the Class A Servicing Fee shall be payable to the Servicer
solely to the extent amounts are available for distribution in
respect thereof pursuant to Clause 5.10(a)(iv) and Clause
5.15(a) (after taking into account Reallocated Class B
Principal Collections and Reallocated Class C Principal
Collections);
(ii) the Class B Servicing Fee shall be payable solely to the
extent amounts are available for distribution in respect
thereof pursuant to Clause 5.10(b)(iii) and Clause 5.15(c)
(taking into account Reallocated Class C Principal
Collections); and
(iii) the Class C Servicing Fee shall be payable solely to the
extent amounts are available for distribution in respect
thereof pursuant to Clause 5.10(c)(ii).
ALLOCATION OF ACQUIRED INTERCHANGE
(c) Following the Transferor having notified the Receivables Trustee and the
Trust Cash Manager, on or prior to each Transfer Date of the amount of
Acquired Interchange for the Monthly Period preceding such Transfer
Date, the Receivables Trustee acting on the advice of the Trust Cash
Manager shall calculate the amount of such Acquired Interchange
allocable to Series 02-1 with respect to such Monthly Period, as
described in this Clause as follows:
(i) such amount of Acquired Interchange allocable to Series 02-1
shall be equal to the products of (A) the total amount of
Acquired Interchange paid or payable to the Transferor with
respect to such Monthly Period and (B) the Floating Investor
Percentage; and
(ii) on each Transfer Date, following the Transferor having paid
the amount of the Acquired Interchange to the Receivables
Trustee, the Receivables Trustee acting on the advice of the
Trust Cash Manager shall credit to the Finance Charge
Collections Ledger, in immediately available funds, the amount
of Acquired Interchange allocable to Series 02-1 with respect
to the preceding Monthly Period.
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PART 3
TRUST CASH MANAGEMENT COMPENSATION AND ALLOCATION OF ACQUIRED INTERCHANGE
TRUST CASH MANAGEMENT COMPENSATION
(a) On each Transfer Date, the Receivables Trustee shall, to the extent not
otherwise paid by the Beneficiaries constituting Series 02-1 pursuant to
Clause 9(e) of the Supplement, be entitled to utilise such amounts
credited to the Finance Charge Collections Ledger to which the
Beneficiaries constituting Series 99-1 are beneficially entitled in
meeting payments of the Investor Trust Cash Management Fee to the
Receivable Trustee to fund payments by the Receivables Trustee of the
Trust Cash Management Fee to the Trust Cash Manager pursuant to Clause
9.2 of the Trust and Cash Management Agreement in the amounts and in the
circumstances set out below:
(i) the share of the Trust Cash Management Fee allocable to Series
02-1 with respect to such Transfer Date (the "INVESTOR TRUST
CASH MANAGEMENT FEE") shall be equal to one-twelfth of the
Series Trust Cash Management Fee (such amount to be inclusive
of VAT thereon, if any);
(ii) the Investor Trust Cash Management Fee shall be calculated as
notionally referable to the Class A Investor Interest, or if
the Class A Investor Interest is zero, the Class B Investor
Interest, or if the Class B Investor Interest is zero, the
Class C Investor Interest.
Any payments made pursuant to or by reference to this paragraph (a)
shall satisfy the obligations of the Series 02-1 Investor Beneficiary to
make payments to the Receivables Trustee in respect of Series 02-1 as
set out in Clause 9(e) of this Supplement.
(b) Except as specifically provided in paragraph (a) of this Part 2 above,
the Trust Cash Management Fee not allocated to Series 02-1 shall be paid
out of the cash flows from the Receivables Trust allocated to the
Transferor or other Applicable Series (as provided in the related
Supplements), and for the avoidance of doubt, in no event shall the
Receivables Trust, the Receivables Trustee or Series 02-1 be liable
therefor to any further extent. The Trust Cash Management Fee allocable
to Series 02-1 will be payable as follows:
(i) if the Class A Investor Interest is greater than zero, then
solely to the extent amounts are available for distribution in
respect thereof pursuant to Clause 5.10(a)(iv) and Clause
5.15(a) (after taking into account Reallocated Class B
Principal Collections and Reallocated Class C Principal
Collections);
(ii) if the Class A Investor Interest is zero and the Class B
Investor Interest is greater than zero, then solely to the
extent amounts are available for distribution in respect
thereof pursuant to Clause 5.10(b)(iii) and Clause 5.15(c)
(taking into account Reallocated Class C Principal
Collections); and
(iii) if the Class A Investor Interest and the Class B Investor
Interest are zero and the Class C Investor Interest is greater
than zero, then solely to the extent amounts are available for
distribution in respect thereof pursuant to Clause
5.10(c)(ii).
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(c) Notwithstanding any other provision of this Supplement or the Trust and
Cash Management Agreement, in the event that any part of the Investor
Trust Cash Management Fee calculated as notionally referable to Class A,
Class B or Class C, as the case may be, is treated for VAT purposes as
the consideration for a supply of services by the Receivables Trustee to
the Series 02-1 Investor Beneficiary which is subject to the reverse
charge provided for under section 8 of the Value Added Tax Xxx 0000, the
amount of such Investor Trust Cash Management Fee shall be reduced to
such amount as, with the addition of the amount of VAT for which the
Series 02-1 Investor Beneficiary, is liable to account to H M Customs &
Excise, shall equal the original amount of such Investor Trust Cash
Management Fee, and the Receivables Trustee shall pay the amount of the
reduction to H M Customs & Excise on behalf of the Series 02-1 Investor
Beneficiary to meet such liability to account for such amount of VAT.
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PART 4
TRUSTEE PAYMENT AMOUNT
TRUSTEE PAYMENT AMOUNT
(a) On each Transfer Date the Receivables Trustee shall (to the extent that
such amounts are not paid by the Beneficiaries from other sources
pursuant to Clause 7.15) utilise the beneficial entitlement of the
Series 02-1 Investor Beneficiary to amounts credited to the Finance
Charge Collections Ledger in meeting the Aggregate Trustee Payment
Amount as contemplated pursuant to Clause 7.15 of the Trust and Cash
Management Agreement in the amounts and in the circumstances set out
below:
(i) the share of the Aggregate Trustee Payment Amount allocable to
Series 02-1 with respect to such Transfer Date (the "INVESTOR
TRUSTEE PAYMENT AMOUNT") shall be equal to the aggregate of
the proportion of each Trustee Payment Amount which relates to
Series 02-1 (the proportion of each Trustee Payment Amount
allocable to Series 02-1 being equal to the product of (1) a
fraction, the numerator of which is the Investor Interest as
of the last day of the Monthly Period preceding such Transfer
Date and the denominator of which is the aggregate of the
Investor Interests of each Series in respect of which such
aggregate Trustee Payment Amount was incurred and (2) each
relevant Trustee Payment Amount as has been certified to the
Trust Cash Manager by the end of any Monthly Period as being
accrued due and payable in respect of such Monthly Period);
(ii) the share of the Investor Trustee Payment Amount allocable to
the Class A Investor Interest (the "CLASS A TRUSTEE PAYMENT
AMOUNT") shall be equal to the product of (A) the Class A
Floating Allocation and (B) the Investor Trustee Payment
Amount for such Transfer Date;
(iii) the share of the Investor Trustee Payment Amount allocable to
the Class B Investor Interest (the "CLASS B TRUSTEE PAYMENT
AMOUNT") shall be equal to the product of (A) the Class B
Floating Allocation and (B) the Investor Trustee Payment
Amount for such Transfer Date; and
(iv) the share of the Investor Trustee Payment Amount allocable to
the Class C Investor Interest (the "CLASS C TRUSTEE PAYMENT")
shall be equal to the product of (A) the Class C Floating
Allocation and (B) the Investor Trustee Payment Amount for
such Transfer Date.
(b) Except as specifically provided in paragraph (a) of this Part 4 above,
the Aggregate Trustee Payment Amount not allocated to Series 02-1 shall
be paid out of the cash flows from the Receivables Trust allocated to
other Applicable Series (as provided in the related Supplements), and,
for the avoidance of doubt, in no event shall the Receivables Trust or
Series 02-1 be liable therefor. The Aggregate Trustee Payment Amount
allocable to Series 02-1 will be payable as follows:
(i) the Class A Trustee Payment Amount shall be payable to the
Receivables Trustee solely to the extent amounts are available
for distribution in respect
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thereof pursuant to Clause 5.10(a)(i) and Clause 5.15(a)
(taking into account Reallocated Class B Principal Collections
and Reallocated Class C Principal Collections);
(ii) the Class B Trustee Payment Amount shall be payable to the
Receivables Trustee solely to the extent amounts are available
for distribution in respect thereof pursuant to Clause
5.10(b)(i) and Clause 5.15(c) (taking into account Reallocated
Class C Principal Collections); and
(iii) the Class C Trustee Payment Amount shall be payable to the
Receivables Trustee solely to the extent amounts are available
for distribution in respect thereof pursuant to Clause
5.10(c)(i).
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PART 5
ADDITION TO CLAUSE 5 OF THE TRUST AND CASH MANAGEMENT AGREEMENT
ALLOCATION AND APPLICATION OF COLLECTIONS
5.04 RIGHTS OF ADDITIONAL BENEFICIARY TO COLLECTIONS
(a) The Series 02-1 Investor Beneficiary, shall be beneficially
entitled, in the amounts specified herein, to that portion of
Principal Collections and Finance Charge Collections allocated
to the interest of the Series 02-1 Beneficiary together with
funds on deposit in the Trust Accounts, which are expressly
segregated for such Series 02-1 Beneficiary Interest.
(b) In certain circumstances Collections constituting Trust
Property to which the Series 02-1 Investor Beneficiary is
beneficially entitled will be for the purposes of calculation
treated as referable to:
(i) Class B on a subordinated basis to the calculation
for allocation of Collections constituting Trust
Property to Class A; and
(ii) Class C on a subordinated basis to the calculation
for allocation of Collections constituting Trust
Property to Class A and Class B.
5.05 ALLOCATIONS
(a) ALLOCATIONS DURING THE REVOLVING PERIOD
During the Revolving Period, the Receivables Trustee, acting
on the advice of the Trust Cash Manager, shall, prior to the
close of business on the Relevant Date on which amounts are
deposited in the Trustee Collection Account allocate to Series
02-1 and credit to the relevant ledgers in the Trustee
Collection Account the following amounts as set out below:
(i) credit to the Finance Charge Collections Ledger
(identified for Series 02-1) an amount equal to the
product of (A) the Floating Investor Percentage on
the Date of Processing of such Finance Charge
Collections and (B) the aggregate amount of Finance
Charge Collections processed on such Date of
Processing to be applied in accordance with Clause
5.10.
(ii) credit to the Principal Collections Ledger
(identified for Series 02-1) an amount equal to the
product of (A) the Class C Investor Allocation on the
Date of Processing of such Principal Collections, (B)
the Floating Investor Percentage on the Date of
Processing of such Principal Collections and (C) the
aggregate amount of Principal Collections on such
Date of Processing to be applied on each Transfer
Date first in accordance with Clause 5.16, secondly
in accordance with Clause 5.11(a)(i) and then in
accordance with Clause 5.06(a);
(iii) credit to the Principal Collections Ledger
(identified for Series 02-1) an amount equal to the
product of (A) the Class B Investor Allocation on the
- 54 -
Date of Processing of such Principal Collections, (B)
the Floating Investor Percentage on the Date of
Processing of such Principal Collections and (C) the
aggregate amount of Principal Collections on such
Date of Processing to be applied on each Transfer
Date first in accordance with Clause 5.17, secondly
in accordance with Clause 5.11(a)(i) and then in
accordance with Clause 5.06(a); and
(iv) credit to the Principal Collections Ledger
(identified for Series 02-1) an amount equal to the
product of (A) the Class A Investor Allocation on the
Date of Processing of such Principal Collections, (B)
the Floating Investor Percentage on the Date of
Processing of such Principal Collections and (C) the
aggregate amount of Principal Collections processed
in respect of Principal Receivables on such Date of
Processing, first to be utilised in accordance with
Clause 5.11(a)(i) and then to be applied in
accordance with Clause 5.06(a), PROVIDED, HOWEVER,
that only amounts credited to the Principal
Collections Ledger after the Daily Principal
Shortfall is satisfied shall be available to be
utilised as Investor Cash Available for [Acquisition]
on such date.
(b) ALLOCATIONS DURING THE CONTROLLED ACCUMULATION PERIOD
During the Controlled Accumulation Period, the Receivables
Trustee, acting on the advice of the Trust Cash Manager,
shall, prior to the close of business on the Relevant Date on
which amounts are deposited in the Trustee Collection Account,
allocate to Series 02-1 and credit to the relevant ledgers in
the Trustee Collection Account the following amounts as set
out below:
(i) credit to the Finance Charge Collections Ledger
(identified for Series 02-1) an amount equal to the
product of (A) the Floating Investor Percentage on
the Date of Processing of such Finance Charge
Collections and (B) the aggregate amount of Finance
Charge Collections processed on such Date of
Processing to be applied in accordance with Clause
5.10;
(ii) credit to the Principal Collections Ledger
(identified for Series 02-1) an amount equal to the
product of (A) the Class C Investor Allocation on the
Date of Processing of such Principal Collections, (B)
the Fixed Investor Percentage on the Date of
Processing of such Principal Collections and (C) the
aggregate amount of Principal Collections processed
on such Date of Processing to be applied on each
Transfer Date first in accordance with Clause 5.16,
secondly, in accordance with Clause 5.11(b)(i) to
(viii) and then in accordance with Clause 5.06(b);
(iii) credit to the Principal Collections Ledger
(identified for Series 02-1) an amount equal to the
product of (A) the Class B Investor Allocation on the
Date of Processing of such Principal Collections, (B)
the Fixed Investor Percentage on the Date of
Processing of such Principal Collections and (C) the
aggregate amount of Principal Collections processed
on such Date of Processing to be applied on each
Transfer Date first in accordance with
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Clause 5.17, secondly, in accordance with Clause
5.11(b)(i) to (viii) and then in accordance with
Clause 5.06(b);
(iv) credit to the Principal Collections Ledger
(identified for Series 02-1) an amount equal to the
product of (A) the Class A Investor Allocation on the
Date of Processing of such Principal Collections, (B)
the Fixed Investor Percentage on the Date of
Processing of such Principal Collections and (C) the
aggregate amount of Principal Collections processed
on such Date of Processing, first, to be retained to
the extent it is required to be utilised in
accordance with Clause 5.11(b)(i) to (viii) on the
next Transfer Date and, then, to be applied in
accordance with Clause 5.06(b) PROVIDED, HOWEVER,
that only amounts credited to the Principal
Collections Ledger after the Daily Principal
Shortfall is satisfied shall be utilised as Investor
Cash Available for [Acquisition] on such date; and
(v) in the event that the amount credited to the
Principal Collections Ledger (identified for Series
02-1) during any Monthly Period less the amount of
Investor Cash Available for [Acquisition] calculated
pursuant to Clause 5.05(b)(iv) exceeds the sum of (A)
the Adjusted Investor Interest as of the close of
business on the last day of the prior Monthly Period
(taking into account any deposits to be made into the
Principal Funding Account or any amounts credited to
the Class B Distribution Ledger or the Class C
Distribution Ledger, any Investor Charge-Offs and any
other adjustments to the Investor Interest in each
case on the Transfer Date with respect to such
Monthly Period) and (B), without duplication of (A)
above, any Reallocated Class B Principal Collections
and any Reallocated Class C Principal Collections
relating to the Monthly Period in which such amounts
are credited then the Receivables Trustee acting on
the advice of the Trust Cash Manager shall utilise
such amount in accordance with Clause 5.2(f)(i)(B)
PROVIDED, HOWEVER, that the amount to be so credited
for the Transferor Beneficiary pursuant to this
Clause 5.05(b)(v) with respect to any Relevant Date
shall be allocated to the Transferor Beneficiary but
shall be transferred to the Transferor Beneficiary
only if the Transferor Interest on such Relevant Date
is greater than zero after giving effect to the
inclusion in the Receivables Trust of all Receivables
created on or prior to such Relevant Date and the
application of payments referred to in Clause 5.2(c)
and otherwise shall be considered as Unavailable
Transferor Principal Collections to be utilised in
accordance with Clause 5.05(e); PROVIDED, FURTHER,
that in no event shall the amount allocable to the
Transferor Beneficiary pursuant to this Clause
5.05(b)(v) be greater than the Transferor Interest on
such Relevant Date.
(c) ALLOCATIONS DURING THE REGULATED AMORTISATION PERIOD
During the Regulated Amortisation Period, the Receivables
Trustee, acting on the advice of the Trust Cash Manager,
shall, prior to the close of business on the Relevant Date on
which amounts are deposited in the Trustee Collection
- 56 -
Account, allocate to Series 02-1 and credit to the relevant
ledgers in the Trustee Collection Account the following
amounts as set out below:
(i) credit to the Finance Charge Collections Ledger
(identified for Series 02-1) an amount equal to the
product of (A) the Floating Investor Percentage on
the Date of Processing of such Finance Charge
Collections and (B) the aggregate amount of Finance
Charge Collections processed on such Date of
Processing to be applied in accordance with Clause
5.10;
(ii) credit to the Principal Collections Ledger
(identified for Series 02-1) an amount equal to the
product of (A) the Class C Investor Allocation on the
Date of Processing of such Principal Collections, (B)
the Fixed Investor Percentage on the Date of
Processing of such Principal Collections and (C) the
aggregate amount of Principal Collections processed
on such Date of Processing to be applied on each
Transfer Date first in accordance with Clause 5.16,
secondly, in accordance with Clause 5.11(b)(i) to
(viii) and then in accordance with Clause 5.06(b);
(iii) credit to the Principal Collections Ledger
(identified for Series 02-1) an amount equal to the
product of (A) the Class B Investor Allocation on the
Date of Processing of such Principal Collections, (B)
the Fixed Investor Percentage on the Date of
Processing of such Principal Collections and (C) the
aggregate amount of Principal Collections processed
on such Date of Processing to be applied on each
Transfer Date first in accordance with Clause 5.17,
secondly, in accordance with Clause 5.11(b)(i) to
(viii) and then in accordance with Clause 5.06(b);
(iv) credit to the Principal Collections Ledger
(identified for Series 02-1) an amount equal to the
product of (A) the Class A Investor Allocation on the
Date of Processing of such Principal Collections, (B)
the Fixed Investor Percentage on the Date of
Processing of such Principal Collections and (C) the
aggregate amount of Principal Collections processed
on such Date of Processing, first, to be retained to
the extent it is required to be utilised in
accordance with Clause 5.11(b)(i) to (viii) on the
next Transfer Date and, then, to be applied in
accordance with Clause 5.06(b) PROVIDED, HOWEVER,
that only amounts credited to the Principal
Collections Ledger after the Daily Principal
Shortfall is satisfied shall be utilised as Investor
Cash Available for [Acquisition] on such date; and
(v) in the event that the amount credited to the
Principal Collections Ledger (identified for Series
02-1) during any Monthly Period less the amount of
Investor Cash Available for [Acquisition] calculated
pursuant to Clause 5.05(c)(iv) exceeds the sum of (A)
the Adjusted Investor Interest as of the close of
business on the last day of the prior Monthly Period
(taking into account any amounts credited to the
Class A Distribution Ledger, the Class B Distribution
Ledger or the Class C Distribution Ledger, any
Investor Charge-Offs and any other adjustments to the
Investor Interest in each case on the Transfer Date
with respect to such Monthly Period) and
- 57 -
(B), without duplication of (A) above, any
Reallocated Class B Principal Collections and any
Reallocated Class C Principal Collections relating to
the Monthly Period in which such amounts are credited
then the Receivables Trustee acting on the advice of
the Trust Cash Manager shall utilise such amount in
accordance with Clause [___] PROVIDED, HOWEVER,
that the amount to be so credited for the Transferor
Beneficiary pursuant to this Clause 5.05(c)(v) with
respect to any Relevant Date shall be allocated to
the Transferor Beneficiary but shall be transferred
to the Transferor Beneficiary only if the Transferor
Interest on such Relevant Date is greater than zero
after giving effect to the inclusion in the
Receivables Trust of all Receivables created on or
prior to such Relevant Date and the application of
payments referred to in Clause 5.2(c) and otherwise
shall be considered as Unavailable Transferor
Principal Collections to be utilised in accordance
with Clause 5.05(e); PROVIDED, FURTHER, that in no
event shall the amount allocable to the Transferor
Beneficiary pursuant to this Clause 5.05(c)(v) be
greater than the Transferor Interest on such Relevant
Date.
(d) ALLOCATIONS DURING THE RAPID AMORTISATION PERIOD
During the Rapid Amortisation Period, the Receivables Trustee,
acting on the advice of the Trust Cash Manager, shall, prior
to the close of business on the Relevant Date on which amounts
are deposited in the Trustee Collection Account, allocate to
Series 02-1 and credit to the relevant ledgers in the Trustee
Collection Account the following amounts as set out below:
(i) credit to the Finance Charge Collections Ledger
(identified for Series 02-1) an amount equal to the
product of (A) the Floating Investor Percentage on
the Date of Processing of such Finance Charge
Collections and (B) the aggregate amount of Finance
Charge Collections processed on such Date of
Processing to be applied in accordance with Clause
5.10;
(ii) credit to the Principal Collections Ledger
(identified for Series 02-1) an amount equal to the
product of (A) the Class C Investor Allocation on the
Date of Processing of such Principal Collections, (B)
the Fixed Investor Percentage on the Date of
Processing of such Principal Collections and (C) the
aggregate amount of Principal Collections processed
on such Date of Processing to be applied on each
Transfer Date first in accordance with Clause 5.16,
secondly, in accordance with Clause 5.11(b)(i) to
(viii);
(iii) credit to the Principal Collections Ledger
(identified for Series 02-1) an amount equal to the
product of (A) the Class B Investor Allocation on the
Date of Processing of such Principal Collections, (B)
the Fixed Investor Percentage on the Date of
Processing of such Principal Collections and (C) the
aggregate amount of Principal Collections processed
on such Date of Processing to be applied on each
Transfer Date first in accordance with Clause 5.16,
and secondly, in accordance with Clause 5.11(b)(i) to
(viii);
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(iv) credit to the Principal Collections Ledger
(identified for Series 02-1) an amount equal to the
product of (A) the Class A Investor Allocation on the
Date of Processing of such Principal Collections, (B)
the Fixed Investor Percentage on the Date of
Processing of such Principal Collections and (C) the
aggregate amount of Principal Collections processed
on such Date of Processing to be applied on each
Transfer Date first in accordance with Clause 5.17,
and secondly, in accordance with Clause 5.11(b)(i) to
(viii); and
(v) in the event that the amount credited to the
Principal Collections Ledger (identified for Series
02-1) during any Monthly Period exceeds the sum of
(A) the Investor Interest as of the close of business
on the last day of the prior Monthly Period (taking
into account any amounts credited to the Class A
Distribution Ledger, Class B Distribution Ledger and
Class C Distribution Ledger on the Transfer Date
relating to such Monthly Period, any related Investor
Charge-Offs and any other adjustments to the Investor
Interest on such related Transfer Date with respect
to such Monthly Period) and (B) any Reallocated Class
B Principal Collections and Reallocated Class C
Principal Collections relating to the Monthly Period
in which such amount is credited then the Receivables
Trustee acting on the advice of the Trust Cash
Manager shall utilise such amount in accordance with
Clause 5.2(f)(i)(B) PROVIDED, HOWEVER, that the
amount to be so credited for the Transferor
Beneficiary pursuant to this Clause 5.05(d)(iii) with
respect to any Relevant Date shall be allocated to
the Transferor Beneficiary but shall be transferred
to the Transferor Beneficiary only if the Transferor
Interest on such Relevant Date is greater than zero
(after giving effect to the inclusion in the
Receivables Trust of all Receivables created on or
prior to such Relevant Date and the application of
payments referred to in Clause 5.2(c) and otherwise
shall be considered as Unavailable Transferor
Principal Collections to be utilised in accordance
with Clause 5.05(e); PROVIDED, FURTHER, that in no
event shall the amount allocable to the Transferor
Beneficiary pursuant to this Clause 5.05(d)(iii) be
greater than the Transferor Interest on such Relevant
Date.
(e) UNAVAILABLE PRINCIPAL COLLECTIONS
(i) Any Principal Collections not paid to the Transferor
Beneficiary because of the limitations contained in
Clauses 5.05(b)(v), 5.05(c)(v) and 5.05(d)(v)
("UNAVAILABLE TRANSFEROR PRINCIPAL COLLECTIONS")
shall be allocated to the Series 02-1 Beneficiary and
for the purposes of calculation treated as referable
to Class A or (as the case may be) Series 02-1 and
shall remain credited to the Principal Collections
Ledger (identified for the benefit of Class A or (as
the case may be) Series 02-1 as Unavailable Principal
Collections).
(ii) For each Transfer Date with respect to the Controlled
Accumulation Period, the Regulated Amortisation
Period, or the Rapid Amortisation
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Period, any Unavailable Principal Collections which
have arisen to paragraph 5.05(e)(i) above and which
are credited to the Principal Collections Ledger and
identified for the benefit of Class A or (as the case
may be) Series 02-1 on such Transfer Date shall be
included in the Investor Principal Collections which
to the extent available shall be distributed as
Available Investor Principal Collections to be
applied pursuant to Clause 5.11(b) on such Transfer
Date.
(iii) Any Unavailable Investor Principal Collections,
arising during the Revolving Period shall be
allocated to the Transferor Beneficiary but shall be
transferred to the Transferor Beneficiary on any
Business Day when, and only to the extent that, the
Transferor Interest on such Business Day is greater
than zero as set out in Clause 5.2(f)(i)(c) and until
such time shall represent Unavailable Principal
Collections identified for the Transferor
Beneficiary.
(iv) For the avoidance of doubt, following any allocation
of Unavailable Principal Collections to any
Beneficiary, such Unavailable Principal Collections
so allocated shall in no circumstances be reallocated
to any other Beneficiary.
(f) CREDITS TO LEDGERS
With respect to Series 02-1, and notwithstanding anything in
the Trust and Cash Management Agreement or this Supplement to
the contrary, the Trust Cash Manager will only be required to
make credits in the relevant ledger in the Trustee Collection
Account in respect of Collections deposited in the Trustee
Collection Account up to the required amount to be credited to
any such ledger.
(g) APPROPRIATION OF FEES
Where the amounts of Finance Charge Collections which fall to
be allocated between the Beneficiaries in respect of any
Transfer Date comprise any amount (the "FEE AMOUNT") in
respect of Annual Fees, Transaction Fees or Special Fees and
on such Transfer Date any amount (the "DEPOSIT AMOUNT") is
required to be deposited in the Reserve Account pursuant to
Clause 5.15(j) or the Spread Account pursuant to Clause
5.15(k), amounts representing the fee amount shall be treated
as being appropriated to the deposit amount after all other
applications of such Finance Charge Collections PROVIDED THAT
this Clause 5.05(g) shall have no effect on the allocation of
any amounts between the Beneficiaries.
5.06 INVESTOR CASH AVAILABLE FOR [ACQUISITION]
(a) INVESTOR CASH AVAILABLE FOR [ACQUISITION] DURING THE REVOLVING
PERIOD
During the Revolving Period immediately following the
allocations in Clause 5.05(a) and on the Closing Date the
Receivables Trustee shall regard as Investor Cash Available
for [Acquisition] ("INVESTOR CASH AVAILABLE FOR
[ACQUISITION]") (avoiding any double-counting) each of (i) the
amounts paid to
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the Trustee [Acquisition] Account on the Closing Date pursuant
to Clause 3(b) of the Supplement, (ii) the aggregate amount
credited to the Principal Collections Ledger pursuant to
Clause 5.05(a)(iv) which has been identified to be so applied
and (iii) on each Transfer Date during the Revolving Period,
the amount to be treated as Investor Cash Available for
[Acquisition] pursuant to Clause 5.11(a)(ii). Such Investor
Cash Available for [Acquisition] shall be utilised as follows:
(i) by allocating such amounts to the Series 02-1
Investor Beneficiary to the extent required to enable
the Series 02-1 Investor Beneficiary to fund the
Receivables Trustee in making payments to the
Transferor in respect of any Offer the Receivables
Trustee has determined to accept pursuant to Clause
5.2(c)(i) or in respect of Future Receivables
pursuant to Clause 5.2(c)(ii) and transferring such
amounts to the Trustee [Acquisition] Account in
accordance with Clause 5.2(b)(iii), PROVIDED,
HOWEVER, that no amount of Investor Cash Available
for [Acquisition] shall be used to fund that portion
of the amount payable to the Transferor which is in
respect of Ineligible Receivables;
(ii) to the extent any Investor Cash Available for
[Acquisition] is not utilised in funding the
Receivables Trustee pursuant to (i) above, to be
allocated to the Transferor Beneficiary in order to
increase the proportion of the beneficial interest of
the Investor Beneficiary in the Eligible Receivables
Pool and to decrease the proportion of the beneficial
interest of the Transferor Beneficiary in the
Eligible Receivables Pool PRO TANTO pursuant to
Clauses 3.3 and 5.2(c)(iii) and transferring such
amounts to the Trustee [Acquisition] Account in
accordance with Clause 5.2(b)(iii); and
(iii) the balance, if any, following the utilisation
referred to in (i) and (ii) above will be allocated
to the Series 02-1 Investor Beneficiary Interest in
the manner set out in provisos (A) and (B) below and
will remain credited to the Principal Collections
Ledger as Investor Cash Available for [Acquisition]
to be utilised on the next and following Business
Days
PROVIDED, HOWEVER, THAT:
(A) in the event that the aggregate Investor Cash
Available for [Acquisition] of all Applicable Series
(including Series 02-1) exceeds on any Relevant Date
the aggregate of (A) amounts payable to the
Transferor on such Relevant Date by way of Purchase
Price or pursuant to Clause 5.1 of the RSA; and (B)
the Transferor Interest on such Relevant Date then
the amount of the Investor Cash Available for
[Acquisition] of Series 02-1 to be utilised on such
day pursuant to paragraphs (i) and (ii) above shall
be reduced by an amount equal to the product of (X) a
fraction, the numerator of which is the Investor Cash
Available for [Acquisition] of Series 02-1 and the
denominator of which is the aggregate Investor Cash
Available for [Acquisition] of each Applicable Series
(including Series 02-1) and (Y) the amount of the
excess identified above; and
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(B) any Investor Cash Available for [Acquisition] not
utilised during any Monthly Period shall be allocated
to the Series 02-1 Beneficiary Interest and for the
purposes of calculation treated as referable to Class
A to the extent that the Class A Adjusted Investor
Interest is greater than zero and thereafter to Class
B to the extent that the Class B Adjusted Investor
Interest is greater than zero and thereafter to Class
C but shall, subject to Clause 5.06(c), be utilised
in accordance with this Clause 5.06(a) on the next
and following Business Days.
(b) INVESTOR CASH AVAILABLE FOR [ACQUISITION] DURING THE
CONTROLLED ACCUMULATION PERIOD OR THE REGULATED AMORTISATION
PERIOD
During the Controlled Accumulation Period immediately
following the allocations in Clause 5.05(b) or during the
Regulated Amortisation Period immediately following the
allocations in Clause 5.05(c) the Receivables Trustee shall
regard as Investor Cash Available for [Acquisition] (avoiding
any double-counting) each of (i) the aggregate amount credited
to the Principal Collections Ledger pursuant to (during the
Controlled Accumulation Period) Clause 5.05(b)(iv) or (during
the Regulated Amortisation Period) Clause 5.05(c)(iv) which
has been identified to be so applied and (ii) on each Transfer
Date during the Controlled Accumulation Period or the
Regulated Amortisation Period the amount to be treated as
Investor Cash Available for [Acquisition] pursuant to Clause
5.11(b)(ix) (which have been identified to be so applied).
Such Investor Cash Available for [Acquisition] shall be
utilised as follows:
(i) by allocating such amounts to the Series 02-1
Beneficiary Interests to the extent required to
enable such Investor Beneficiaries to fund the
Receivables Trustee in making payments to the
Transferor in respect of any Offer the Receivables
Trustee has determined to accept pursuant to Clause
5.2(c)(i) or in respect of Future Receivables
pursuant to Clause 5.2(c)(ii) and transferring such
amounts to the Trustee [Acquisition] Account in
accordance with Clause 5.2(b)(iii) PROVIDED, HOWEVER,
that no amount of Investor Cash Available for
[Acquisition] shall be used to fund that portion of
the amount payable to the Transferor which is in
respect of Ineligible Receivables;
(ii) to the extent any Investor Cash Available for
[Acquisition] is not utilised in funding the
Receivables Trustee pursuant to (i) above, to be
allocated to the Transferor Beneficiary in order to
increase the proportion of the beneficial interest of
the Investor Beneficiaries in the Eligible
Receivables Pool and to decrease the proportion of
the beneficial interest of the Transferor Beneficiary
in the Eligible Receivables Pool PRO TANTO pursuant
to Clauses 3.3 and 5.2(c)(iii) and transferring such
amounts to the Trustee [Acquisition] Account in
accordance with Clause 5.2(b)(iii); and
(iii) the balance, if any, following the utilisation
referred to in (i) and (ii) above will be allocated
to the Investor Beneficiaries in the manner set out
in proviso (A) and (B) below and will remain credited
to the Principal
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Collections Ledger as Investor Cash Available for
[Acquisition] to be utilised in accordance with this
Clause 5.06 on the next and following Business Days
PROVIDED, HOWEVER, that:
(A) in the event that the aggregate Investor Cash
Available for [Acquisition] of all Applicable Series
(including Series 02-1) exceeds on any Relevant Date
the aggregate of (aa) amounts payable to the
Transferor on such Relevant Date by way of Purchase
Price or pursuant to Clause 5.1 of the RSA; and (bb)
the Transferor Interest on such Relevant Date, then
the amount of the Investor Cash Available for
[Acquisition] of Series 02-1 to be utilised on such
day pursuant to paragraphs (i) and (ii) above shall
be reduced by an amount equal to the product of (X) a
fraction, the numerator of which is the Investor Cash
Available for [Acquisition] of Series 02-1 and the
denominator of which is the aggregate Investor Cash
Available for [Acquisition] of each Applicable Series
(including Series 02-1) and (Y) the amount of the
excess identified above; and
(B) any Investor Cash Available for [Acquisition] not
utilised during any Monthly Period shall be allocated
to the Series 02-1 Beneficiary Interest and for the
purposes of calculation treated as referable to Class
A to the extent that the Class A Adjusted Investor
Interest is greater than zero and thereafter to Class
B to the extent that the Class B Adjusted Investor
Interest is greater than zero and thereafter to Class
C but shall, subject to Clause 5.06(c), be utilised
in accordance with this Clause 5.06(b) on the next
and following Business Days.
(c) INVESTOR CASH AVAILABLE FOR [ACQUISITION] DURING THE RAPID
AMORTISATION PERIOD
During the Rapid Amortisation Period no amounts will be
identified as Investor Cash Available for [Acquisition] and
amounts previously allocated to Series 02-1 Investor
Beneficiary Interest and identified as Investor Cash Available
for [Acquisition] but not utilised pursuant to Clauses 5.06(a)
and (b) ("NON-UTILISED INVESTOR CASH AVAILABLE FOR
[ACQUISITION]") will at the commencement of the Rapid
Amortisation Period cease to be regarded as Investor Cash
Available for [Acquisition] and shall be included as Available
Investor Principal Collections for the Monthly Period in which
the Rapid Amortisation Period commences for distribution to
the Series 02-1 Investor Beneficiary Interest.
5.07 DETERMINATION OF MONTHLY REQUIRED EXPENSE AMOUNTS
(a) The amount required to be transferred and for the purposes of
calculation treated as referable to Class A from the Finance
Charge Collections Ledger in respect of each Transfer Date
(the "CLASS A MONTHLY REQUIRED EXPENSE AMOUNT") shall be the
aggregate of the following:
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(i) an amount equal to the Class A Trustee Payment Amount
plus any Class A Trustee Payment Amount remaining
unpaid in respect of any previous Transfer Date; PLUS
(ii) the MTN Issuer Costs Amount; PLUS
(iii) an amount equal to an amount which, in respect of any
Calculation Period, is equal to the product of (A) a
fraction, the numerator of which is the actual number
of days in such Calculation Period and the
denominator of which is 365 (or 366 in the case of
any Calculation Period ending in a leap year), (B)
the Class A Finance Rate and (C) the Class A Debt
Amount as of the Record Date preceding such Transfer
Date (such amount being the "CLASS A MONTHLY FINANCE
AMOUNT"); PLUS
(iv) an amount equal to the amount of any unpaid Class A
Deficiency Amounts; PLUS
(v) an amount equal to an amount which, in respect of any
Calculation Period, is equal to the product of (A)
(1) a fraction, the numerator of which is the actual
number of days in such Calculation Period and the
denominator of which is 365 (or 366 in the case of
any Calculation Period ending in a leap year) times
(2) the Class A Finance Rate, plus 2%, and (B) the
Class A Deficiency Amounts (if any) for the
immediately preceding Distribution Date (the "CLASS A
ADDITIONAL FINANCE AMOUNT"),
and on the related Transfer Date the Receivables Trustee shall
deposit such funds, to the extent available in accordance with
Clause 5.10(a).
(b) The amount required to be transferred and for the purposes of
calculation treated as referable to Class B from the Finance
Charge Collections Ledger in respect of each Transfer Date
(the "CLASS B MONTHLY REQUIRED EXPENSE AMOUNT") shall be the
aggregate of the following amounts:
(i) an amount equal to the Class B Trustee Payment Amount
plus any Class B Trustee Payment Amount remaining
unpaid in respect of any previous Transfer Date; PLUS
(ii) an amount equal to an amount which, in respect of any
Calculation Period, is equal to the product of (A) a
fraction, the numerator of which is the actual number
of days in such Calculation Period and the
denominator of which is 365 (or 366 in the case of
any Calculation Period ending in a leap year), (B)
the Class B Finance Rate, and (C) the Class B Debt
Amount determined as of the Record Date preceding
such Transfer Date (the "CLASS B MONTHLY FINANCE
AMOUNT"); PLUS
(iii) an amount equal to the amount of any unpaid Class B
Deficiency Amounts; PLUS
(iv) an amount equal to an amount which, in respect of any
Calculation Period, is equal to the product of (A)
(1) a fraction, the numerator of which is the
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actual number of days in such Calculation Period and
the denominator of which is 365 (or 366 in the case
of any Calculation Period ending in a leap year),
times (2) the Class B Finance Rate in relation to the
relevant Calculation Period, plus 2%, and (B) the
Class B Deficiency Amounts (if any) on the
immediately preceding Distribution Date (the "CLASS B
ADDITIONAL FINANCE AMOUNT"),
and on the related Transfer Date the Receivables Trustee shall
deposit such funds, to the extent available, in accordance
with Clause 5.10(b).
(c) The amount required to be transferred and for the purposes of
calculation treated as referable to Class C from the Finance
Charge Collections Ledger in respect of each Transfer Date
(the "CLASS C MONTHLY REQUIRED EXPENSE AMOUNT") shall be the
aggregate of the following amounts:
(i) an amount equal to the Class C Trustee Payment Amount
plus any Class C Trustee Payment Amount remaining
unpaid in respect of any previous Transfer Date; PLUS
(ii) an amount equal to an amount which, in respect of any
Calculation Period, is equal to the product of (A) a
fraction, the numerator of which is the actual number
of days in such Calculation Period and the
denominator of which is 365 (or 366 in the case of
any Calculation Period ending in a leap year), (B)
the Class C Finance Rate, and (C) the Class C Debt
Amount determined as of the Record Date preceding
such Transfer Date (the "CLASS C MONTHLY FINANCE
AMOUNT"); PLUS
(iii) an amount equal to the amount of any unpaid Class C
Deficiency Amounts; PLUS
(iv) an amount equal to an amount which, in respect of any
Calculation Period, is equal to the product of (A)
(1) a fraction, the numerator of which is the actual
number of days in such Calculation Period and the
denominator of which is 365 (or 366 in the case of
any Calculation Period ending in a leap year), times
(2) the Class C Finance Rate, plus 2% per annum, and
(B) the Class C Deficiency Amounts (if any) on the
immediately preceding Distribution Date (the "CLASS C
ADDITIONAL FINANCE AMOUNT"),
and on the related Transfer Date the Receivables Trustee shall
deposit such funds, to the extent available, in accordance
with Clause 5.10(c)(i) and Clause 5.15(f).
5.08 DETERMINATION OF MONTHLY PRINCIPAL AMOUNTS
(a) The amount required to be transferred from the Principal
Collections Ledger on each Transfer Date and for the purposes
of calculation treated as referable to Class A (the "CLASS A
MONTHLY PRINCIPAL AMOUNT"), beginning with the Transfer Date
in the month following the month in which the Controlled
Accumulation Period or, if earlier, the Regulated Amortisation
Period or the Rapid Amortisation Period, begins, shall be
equal to the least of:
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(i) the Available Investor Principal Collections credited
to the Principal Collections Ledger on such Transfer
Date;
(ii) for each Transfer Date with respect to the Controlled
Accumulation Period or the Regulated Amortisation
Period prior to the Class A Scheduled Redemption
Date, the Controlled Deposit Amount for such Transfer
Date; and
(iii) the Class A Adjusted Investor Interest (after taking
into account any adjustments to be made on such
Transfer Date pursuant to Clauses 5.13(a)(iii) and
(iv) on such Transfer Date) prior to any amount being
deposited into the Principal Funding Account on such
day.
(b) The amount required to be transferred from the Principal
Collections Ledger on each Transfer Date and for the purposes
of calculation treated as referable to Class B (the "CLASS B
MONTHLY PRINCIPAL AMOUNT"), commencing on the Class B
Principal Commencement Date (after taking into account any
payments to be made on the related Distribution Date), shall
be an amount equal to the least of:
(i) the Available Investor Principal Collections to the
credit of the Principal Collections Ledger on such
Transfer Date (MINUS the portion of such Available
Investor Principal Collections applied to the Class A
Monthly Principal Amount on such Transfer Date); and
(ii) the Class B Adjusted Investor Interest (after taking
into account any adjustments to be made on such
Transfer Date pursuant to Clauses 5.13(a)(ii),
5.13(b)(ii), 5.13(b)(iii) and 5.17(b) on such
Transfer Date) prior to any deposit into the
Principal Funding Account on such Transfer Date.
(c) The amount required to be transferred from the Principal
Collections Ledger on each Transfer Date and for the purposes
of calculation treated as referable to Class C (the "CLASS C
MONTHLY PRINCIPAL AMOUNT"), commencing on the Class C
Principal Commencement Date (after taking into account any
payments to be made on the related Distribution Date) shall be
an amount equal to the least of:
(i) the Available Investor Principal Collections to the
credit of the Principal Collections Ledger on such
Transfer Date (MINUS the portion of such Available
Investor Principal Collections applied to the Class A
Monthly Principal Amount and the Class B Monthly
Principal Amount on such Transfer Date); and
(ii) the Class C Adjusted Investor Interest (after taking
into account any adjustments to be made on such
Transfer Date pursuant to Clauses 5.13(a)(i),
5.13(b)(i), 5.13(c)(i), 5.13(c)(ii) and 5.16 on such
Transfer Date) prior to any deposit into the
Principal Funding Account on such Transfer Date.
(d) Notwithstanding the provisions of (a), (b) and (c) above of
this Clause 5.08, during the Controlled Accumulation Period or
the Regulated Amortisation
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Period the aggregate amount distributable from the Principal
Collections Ledger in respect of Series 02-1 shall not exceed
the Controlled Deposit Amount for the relevant Transfer Date
and in the event that the aggregate of the Class A Monthly
Principal Amount, the Class B Monthly Principal Amount and the
Class C Monthly Principal Amount (if any), in respect of such
Transfer Date as calculated in (a), (b) and (c) above exceeds
the Controlled Deposit Amount for the relevant Transfer Date,
the Class C Monthly Principal Amount will be reduced by the
amount of such excess, (but not so that the Class C Monthly
Principal Amount is less than zero) and to the extent of the
excess over the Class C Monthly Principal Amount, the Class B
Monthly Principal Amount will be reduced (but not so that the
Class B Monthly Principal Amount is less than zero) and the
Class A Monthly Principal Amount, Class B Monthly Principal
Amount and Class C Monthly Principal Amount shall be read and
construed accordingly for all purposes.
5.09 COVERAGE OF REQUIRED AMOUNT
(a) On or before each Transfer Date, the Receivables Trustee
(acting on the advice of the Trust Cash Manager) shall
determine the amount (the "CLASS A REQUIRED AMOUNT"), if any,
by which the sum of:
(i) the Class A Monthly Required Expense Amount; PLUS
(ii) (a) the Class A Servicing Fee for the prior Monthly
Period, if any, PLUS any Class A Servicing Fee due
but not paid on any prior Transfer Date, PLUS (b) the
Class A Cash Management Fee for the prior Monthly
Period, if any, plus any Class A Cash Management Fee
due but not paid on any prior Transfer Date; PLUS
(iii) the Class A Investor Default Amount, if any, for the
prior Monthly Period
EXCEEDS the Class A Available Funds for the related Monthly
Period.
(b) On or before each Transfer Date, the Receivables Trustee
(acting on the advice of the Trust Cash Manager shall also
determine the amount (the "CLASS B REQUIRED AMOUNT"), if any,
equal to the sum of
(i) the amount, if any, by which:
(A) the Class B Monthly Required Expense Amount;
PLUS
(B) (a) the Class B Servicing Fee for the prior
Monthly Period, if any, PLUS any Class B
Servicing Fee due but not paid on any prior
Transfer Date, PLUS (b) the Class B Cash
Management Fee for the prior Monthly Period,
if any, PLUS any Class B Cash Management Fee
due but not paid on any prior Transfer Date;
EXCEEDS the Class B Available Funds for the related
Monthly Period; PLUS
(ii) the Class B Investor Default Amount, if any, for the
related Monthly Period.
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(c) (i) In the event that the Class A Required Amount for
such Transfer Date is greater than zero, the Trust
Cash Manager shall be required to give the
Receivables Trustee written notice of such positive
Class A Required Amount on or before such Transfer
Date.
(ii) In the event that the Class A Required Amount for
such Transfer Date is greater than zero, all or a
portion of the Excess Spread with respect to such
Transfer Date in an amount equal to the Class A
Required Amount, to the extent available, for such
Transfer Date shall be distributed from the Finance
Charge Collections Ledger on such Transfer Date
pursuant to Clause 5.15(a).
(iii) In the event that the Class A Required Amount for
such Transfer Date exceeds the amount of Excess
Spread with respect to such Transfer Date, the
Principal Collections standing to the credit of the
Principal Collections Ledger treated for calculation
purposes as referable first to Class C and then to
Class B with respect to the prior Monthly Period
shall be applied as specified in Clauses 5.16 and
5.17.
(iv) In the event that the Class B Required Amount for
such Transfer Date exceeds the amount of Excess
Spread available to fund the Class B Required Amount
pursuant to Clause 5.15(c), the Principal Collections
standing to the credit of the Principal Collections
Ledger treated for calculation purposes as referable
to Class C with respect to the prior Monthly Period
(after applying the amounts pursuant to paragraph
(iii) above) shall be applied as specified in Clause
5.16.
PROVIDED, HOWEVER, that the sum of any payments pursuant to
this Clause 5.09(c) shall not exceed the sum of the Class A
Required Amount and the Class B Required Amount.
5.10 PAYMENTS OF AMOUNTS REPRESENTING FINANCE CHARGE COLLECTIONS
On or before each Transfer Date, the Trust Cash Manager shall advise the
Receivables Trustee in writing of the amounts to withdraw from the
Finance Charge Collections Ledger pursuant to this Clause 5.10 and the
Receivables Trustee, acting on such advice substantially in the form of
Exhibit C, shall withdraw on such Transfer Date, to the extent of Class
A Available Funds, Class B Available Funds and Class C Available Funds,
the amounts required to be so withdrawn:
(a) on each Transfer Date, an amount equal to the Class A
Available Funds credited to the Finance Charge Collections
Ledger for the related Monthly Period will be distributed in
the following order of priority:
(i) an amount equal to the Class A Trustee Payment Amount
for such Transfer Date plus any Class A Trustee
Payment Amount remaining unpaid in respect of any
previous Transfer Date shall be allocated to the
Series 02-1 Beneficiary for the purposes of
calculation treated as referable to Class A for
distribution to the Series 02-1 Investor Beneficiary
in
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respect of Class A but shall, to the extent such
payments are not met by the Series 02-1 Investor
Beneficiary from other sources, be utilised by the
Receivables Trustee towards meeting the Aggregate
Trustee Payment Amount;
(ii) an amount equal to the MTN Issuer Costs Amount for
such Transfer Date shall be allocated to the Series
02-1 Beneficiary for the purposes of calculation
treated as referable to Class A and credited by the
Receivables Trustee acting on the advice of the Trust
Cash Manager to the Class A Distribution Ledger;
(iii) an amount equal to the Class A Monthly Finance Amount
for such Transfer Date, plus the amount of any Class
A Deficiency Amount for such Transfer Date, plus the
amount of any Class A Additional Finance Amount for
such Transfer Date, shall be allocated to the Series
02-1 Beneficiary for the purposes of calculation
treated as referable to Class A and credited by the
Receivables Trustee acting on the advice of the Trust
Cash Manager to the Class A Distribution Ledger;
(iv) amounts equal to the Class A Servicing Fee, if any,
and Class A Cash Management Fee, if any, for such
Transfer Date PLUS amounts of any Class A Servicing
Fee or Class A Cash Management Fee due but not paid
to the Servicer or the Receivables Trustee (to enable
it to make payments to Trust Cash Manager) on any
prior Transfer Date shall be allocated to the Series
02-1 Beneficiary for the purposes of calculation
treated as referable to Class A for distribution to
the Series 02-1 Investor Beneficiary in respect of
Class A but shall, to the extent such fees are not
met by the Series 02-1 Investor Beneficiary from
other sources, be utilised by the Receivables Trustee
and distributed PRO RATA to the Servicer and the
Receivables Trustee (to enable it to make payments to
Trust Cash Manager) whereupon such amounts shall
cease to be Trust Property and shall be owned by the
Servicer and Receivables Trustee absolutely;
(v) an amount equal to the Class A Investor Default
Amount, if any, for the preceding Monthly Period
shall be allocated to the Series 02-1 Beneficiary for
the purposes of calculation treated as referable to
Class A and treated as a portion of Investor
Principal Collections allocated to the Series 02-1
Beneficiary for the purposes of calculation treated
as referable to Class A and credited to the Principal
Collections Ledger on such Transfer Date;
(vi) the balance, if any, shall constitute Excess Spread,
which together with Excess Spread generated following
the distribution of Finance Charge Collections
calculated as referable to Class B and thereafter to
Class C shall be allocated and distributed as set out
in Clause 5.15.
(b) On each Transfer Date, an amount equal to the Class B
Available Funds credited to the Finance Charge Collections
Ledger for the related Monthly Period will be distributed in
the following order of priority:
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(i) an amount equal to the Class B Trustee Payment Amount
for such Transfer Date plus any Class B Trustee
Payment Amount remaining unpaid in respect of any
previous Transfer Date shall be allocated to the
Series 02-1 Beneficiary for the purposes of
calculation treated as referable to Class B for
distribution to the Series 02-1 Investor Beneficiary
in respect of Class B but shall, to the extent such
payments are not met by the Series 02-1 Investor
Beneficiary from other sources, be utilised by the
Receivables Trustee towards meeting the Aggregate
Trustee Payment Amount;
(ii) an amount equal to the Class B Monthly Finance Amount
for such Transfer Date, plus the amount of any Class
B Deficiency Amount for such Transfer Date, plus the
amount of any Class B Additional Finance Amount for
such Transfer Date shall be allocated to the Series
02-1 Beneficiary for the purposes of calculation
treated as referable to Class B and credited by the
Receivables Trustee acting on the advice of the Trust
Cash Manager to the Class B Distribution Ledger;
(iii) amounts equal to the Class B Servicing Fee, if any,
and the Class B Cash Management Fee, if any, for such
Transfer Date PLUS amounts of any Class B Servicing
Fee or Class B Cash Management Fee due but not paid
to the Servicer or the Receivables Trustee (to enable
it to make payments to the Trust Cash Manager) on any
prior Transfer Date shall be allocated to the Series
02-1 Beneficiary for the purposes of calculation
treated as referable to Class B for distribution to
the Series 02-1 Investor Beneficiary for the purposes
of calculation treated as referable to Class B but
shall, to the extent such fees are not met by the
Series 02-1 Investor Beneficiary from other sources,
be utilised by the Receivables Trustee and
distributed PRO RATA to the Servicer and the Trust
Cash Manager whereupon such amounts shall cease to be
Trust Property and shall be owned by the Servicer and
the Receivables Trustee (to enable it to make
payments to the Trust Cash Manager) absolutely;
(iv) the balance, if any, shall constitute Excess Spread,
which together with Excess Spread generated following
the distribution of Finance Charge Collections
calculated as referable to Class A and Class C shall
be allocated and distributed as set out in Clause
5.15.
(c) On each Transfer Date, an amount equal to the Class C
Available Funds credited to the Finance Charge Collections
Ledger for the related Monthly Period will be distributed in
the following order of priority:
(i) an amount equal to the Class C Trustee Payment Amount
for such Transfer Date plus any Class C Trustee
Payment Amount remaining unpaid in respect of any
previous Transfer Date shall be allocated to the
Series 02-1 Beneficiary for the purposes of
calculation treated as referable to Class C for
distribution to the Series 02-1 Investor Beneficiary
in respect of Class C but shall, to the extent such
payments are not met by
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the Series 02-1 Investor Beneficiary from other
sources, be utilised by the Receivables Trustee
towards meeting the Aggregate Trustee Payment Amount;
(ii) amounts equal to the Class C Servicing Fee, if any,
and the Class C Cash Management Fee, if any, for such
Transfer Date PLUS amounts of any Class C Servicing
Fee or Class C Cash Management Fee due but not paid
to the Servicer or the Receivables Trustee (to enable
it to make payments to the Trust Cash Manager) on any
prior Transfer Date shall be allocated to the Series
02-1 Beneficiary for the purposes of calculation
treated as referable to Class C for distribution to
the Series 02-1 Investor Beneficiary in respect of
Class C but shall, to the extent such fees are not
met by the Series 02-1 Investor Beneficiary from
other sources, be utilised by the Receivables Trustee
and distributed PRO RATA to the Servicer and the
Receivables Trustee (to enable it to make payments to
the Trust Cash Manager) whereupon such amounts shall
cease to be Trust Property and shall be owned by the
Servicer and Receivables Trustee absolutely;
(iii) the balance, if any, shall constitute Excess Spread,
which together with Excess Spread generated following
the distribution of Finance Charge Collections
initially calculated as referable to Class A and
Class B shall be allocated and distributed as set out
in Clause 5.15.
5.11 PAYMENTS OF AMOUNTS REPRESENTING AVAILABLE INVESTOR PRINCIPAL
COLLECTIONS
On or before each Transfer Date, the Trust Cash Manager shall notify the
Receivables Trustee in writing substantially in the form of Exhibit C of
the amounts to withdraw from the Principal Collections Ledger pursuant
to Clauses 5.11(a) and (b) and the Receivables Trustee, acting in
accordance with such advice, shall withdraw on such Transfer Date, to
the extent of available funds, the amounts required to be withdrawn:
(a) On each Transfer Date during the Revolving Period, an amount
equal to Available Investor Principal Collections standing to
the credit of the Principal Collections Ledger with respect to
the related Monthly Period on such Transfer Date will be
distributed in the following order of priority:
(i) an amount equal to the lesser of (A) the product of
(1) a fraction, the numerator of which is equal to
the Available Investor Principal Collections and the
denominator of which is equal to the sum of the
Available Investor Principal Collections available
for sharing as specified in the related Supplement
for each Applicable Series in Group One and (2) the
Cumulative Series Principal Shortfall and (B)
Available Investor Principal Collections, shall
remain in the Principal Collections Ledger to be
treated as Shared Principal Collections and allocated
to Applicable Series in Group One other than this
Series 02-1; and
(ii) an amount equal to the Available Investor Principal
Collections remaining after the applications
specified in Clause 5.11(a)(i) shall be calculated as
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available for use as Investor Cash Available for
[Acquisition] pursuant to Clause 5.06(a).
(b) On each Transfer Date during the Controlled Accumulation
Period, the Regulated Amortisation Period or the Rapid
Amortisation Period an amount equal to the Available Investor
Principal Collections standing to the credit of the Principal
Collections Ledger with respect to the related Monthly Period
on such Transfer Date will be distributed in the following
order of priority:
(i) for each Transfer Date for the Controlled
Accumulation Period, an amount equal to the Class A
Monthly Principal Amount shall be allocated to the
Series 02-1 Beneficiary for the purposes of
calculation treated as referable to Class A and
deposited into the Principal Funding Account;
(ii) for each Transfer Date during the Regulated
Amortisation Period or the Rapid Amortisation Period,
an amount equal to the Class A Monthly Principal
Amount shall be allocated to the Series 02-1
Beneficiary for the purposes of calculation treated
as referable to Class A and credited to the Class A
Distribution Ledger;
(iii) for each Transfer Date during the Controlled
Accumulation Period commencing on the Class B
Principal Commencement Date, after giving effect to
the distribution referred to in paragraph (i) above,
an amount equal to the Class B Monthly Principal
Amount shall be allocated to the Series 02-1
Beneficiary for the purposes of calculation treated
as referable to Class B and deposited into the
Principal Funding Account;
(iv) for each Transfer Date during the Regulated
Amortisation Period or the Rapid Amortisation Period
commencing on the Class B Principal Commencement
Date, after giving effect to the distribution
referred to in paragraph (ii) above, an amount equal
to the Class B Monthly Principal Amount, shall be
allocated to the Series 02-1 Beneficiary for the
purposes of calculation treated as referable to Class
B and credited to the Class B Distribution Ledger;
(v) for each Transfer Date during the Controlled
Accumulation Period commencing on the Class C
Principal Commencement Date, after giving effect to
the distribution referred to in paragraphs (i) and
(iii) above, an amount equal to the Class C Monthly
Principal Amount shall be allocated to the Series
02-1 Beneficiary for the purposes of calculation
treated as referable to Class C and deposited into
the Principal Funding Account;
(vi) for each Transfer Date during the Regulated
Amortisation Period or the Rapid Amortisation Period
commencing on the Class C Principal Commencement
Date, after giving effect to the distribution
referred to in paragraphs (ii) and (iv) above, an
amount equal to the Class C Monthly Principal Amount,
shall be allocated to the Series 02-1 Beneficiary for
the purposes of calculation treated as referable to
Class C and credited to the Class C Distribution
Ledger;
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(vii) for each Transfer Date during the Controlled
Accumulation Period, an amount equal to the lesser of
(A) the product of (1) a fraction, the numerator of
which is equal to the Available Investor Principal
Collections remaining after the applications
specified in Clauses 5.11(b)(i), (iii) and (v) above
and the denominator of which is equal to the sum of
the Available Investor Principal Collections
available for sharing as specified in the related
Supplement for each Applicable Series in Group One
and (2) the Cumulative Series Principal Shortfall and
(B) the Available Investor Principal Collections
remaining after the applications specified in Clause
5.11(b)(i), (iii) and (v) above, shall remain in the
Principal Collections Ledger to be treated as Shared
Principal Collections and allocated to Applicable
Series in Group One other than this Series 02-1;
(viii) for each Transfer Date during the Regulated
Amortisation Period or the Rapid Amortisation Period,
an amount equal to the lesser of (A) the product of
(1) a fraction, the numerator of which is equal to
the Available Investor Principal Collections
remaining after the applications specified in Clauses
5.11(b)(ii), (iv) and (vi) above and the denominator
of which is equal to the sum of the Available
Investor Principal Collections available for sharing
as specified in the related Supplement for each
Applicable Series in Group One and (2) the Cumulative
Series Principal Shortfall and (B) the Available
Investor Principal Collections remaining after the
applications specified in Clause 5.11(b)(ii), (iv)
and (vi) above, shall remain in the Principal
Collections Ledger to be treated as Shared Principal
Collections and allocated to Applicable Series in
Group One other than this Series 02-1; and
(ix) an amount equal to the Available Investor Principal
Collections remaining after the applications
specified in Clauses 5.11(b)(i) to (viii) shall be
applied during the Controlled Accumulation Period or
the Regulated Amortisation Period as Investor Cash
Available for [Acquisition] pursuant to Clause
5.06(b) and during a Rapid Amortisation Period shall
be allocated to the Transferor Beneficiary and
utilised in accordance with Clause 5.2(f)(i)(B)
PROVIDED, HOWEVER, that the amount to be so credited
for the Transferor Beneficiary pursuant to this
Clause 5.11(b)(ix) with respect to any Transfer Date
shall be allocated to the Transferor Beneficiary but
shall be transferred to the Transferor Beneficiary
only if the Transferor Interest on such Transfer Date
is greater than zero after giving effect to the
inclusion in the Receivables Trust of all Receivables
created on or prior to such Transfer Date and the
application of payments referred to in Clause 5.2(c)
and otherwise shall be considered as Unavailable
Transferor Principal Collections identified for
Series 02-1 to be utilised in accordance with Clause
5.05(e); PROVIDED, FURTHER, that in no event shall
the amount allocable to the Transferor Beneficiary
pursuant to this Clause 5.11(b)(ix) be greater than
the Transferor Interest on such Transfer Date.
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(c) On the earlier to occur of the first Distribution Date during
the Regulated Amortisation Period or the Rapid Amortisation
Period or on the Class A Scheduled Redemption Date and on each
Distribution Date thereafter, the Receivables Trustee, acting
on the advice of the Trust Cash Manager, shall distribute
amounts pursuant to Clause 5.11(b) as follows:
(i) from amounts credited to the Principal Funding
Account an amount equal to the lesser of the Class A
Investor Interest and the amount credited to the
Principal Funding Account allocated to the Series
02-1 Beneficiary for the purposes of calculation
treated as referable to Class A shall be paid to the
Series 02-1 Distribution Account and identified for
the Series 02-1 Investor Beneficiary in respect of
Class A whereupon such amount shall cease to be Trust
Property and shall be owned by the Series 02-1
Investor Beneficiary absolutely; and
(ii) from the Class A Distribution Ledger an amount equal
to the lesser of such amount credited to the Class A
Distribution Ledger and the Class A Investor Interest
(after taking into account the amount distributed
pursuant to paragraph (i) above) to the Series 02-1
Distribution Account as identified for the Series
02-1 Investor Beneficiary in respect of Class A
whereupon such amount shall cease to be Trust
Property and shall be owned by the Series 02-1
Investor Beneficiary absolutely.
(d) On the earlier to occur of the first Distribution Date during
the Regulated Amortisation Period or the Rapid Amortisation
Period on which the Class A Investor Interest is paid in full
and the Class B Scheduled Redemption Date and on each
Distribution Date thereafter, the Receivables Trustee acting
on the advice of the Trust Cash Manager, shall distribute
amounts pursuant to Clause 5.11(b) as follows:
(i) from amounts credited to the Principal Funding
Account an amount equal to the lesser of the Class B
Investor Interest and the amount credited to the
Principal Funding Account allocated to the Series
02-1 Beneficiary Interest in respect of Class B
(after giving effect to the amount distributed
pursuant to paragraph (i) above shall be paid to the
Series 02-1 Distribution Account and identified for
the Series 02-1 Investor Beneficiary in respect of
Class B whereupon such amount shall cease to be Trust
Property and should be owned by the Series 02-1
Investor Beneficiary absolutely; and
(ii) from the Class B Distribution Ledger an amount equal
to the lesser of such amount credited to the Class B
Distribution Ledger pursuant to Clause 5.11(b)(iv)
and the Class B Investor Interest (after giving
effect to any reductions pursuant to 5.13) to the
Series 02-1 Distribution Account as identified for
the Series 02-1 Investor Beneficiary in respect of
Class B whereupon such amount shall cease to be Trust
Property and shall be owned by the Series 02-1
Investor Beneficiary absolutely.
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(e) On the earlier to occur of the first Distribution Date during
the Regulated Amortisation Period or the Rapid Amortisation
Period on which each of the Class A Investor Interest and the
Class B Investor Interest is paid in full and the Class C
Scheduled Redemption Date and on each Distribution Date
thereafter, the Receivables Trustee acting on the advice of
the Trust Cash Manager, shall distribute amounts pursuant to
Clause 5.11(b) as follows:
(i) from amounts credited to the Principal Funding
Account identified for the Series 02-1 Investor
Beneficiary in respect of Class C an amount equal to
the lesser of the Class C Investor Interest and the
amount credited to the Principal Funding Account
(after giving effect to any payment required under
Clause 5.11(c)(i) and Clause 5.11(d)(i) above) shall
be paid to the Series 02-1 Distribution Account and
identified for the Series 02-1 Investor Beneficiary
in respect of Class C whereupon such amount shall
cease to be Trust Property and should be owned by the
Series 02-1 Investor Beneficiary absolutely; and
(ii) from the Class C Distribution Ledger an amount equal
to the lesser of such amount credited to the Class C
Distribution Ledger pursuant to Clause 5.11(b)(vi)
and the Class C Investor Interest (after giving
effect to the amount distributed pursuant to
paragraph (i) above) to the Series 02-1 Distribution
Account as identified for the Series 02-1 Investor
Beneficiary in respect of Class C whereupon such
amount shall cease to be Trust Property and shall be
owned by the Series 02-1 Investor Beneficiary
absolutely.
(f) The Controlled Accumulation Period is scheduled to commence at
the close of business on [___] PROVIDED, HOWEVER, that, if
the Controlled Accumulation Period Length (determined as
described in this Clause 5.11(f) below) is less than [12]
months, the date on which the Controlled Accumulation Period
actually commences may be delayed to the first Business Day of
the month that is the number of months prior to the Series
02-1 Scheduled Redemption Date at least equal to the
Controlled Accumulation Period Length and, as a result, the
number of Monthly Periods in the Controlled Accumulation
Period will at least equal the Controlled Accumulation Period
Length.
On the Determination Date immediately preceding the
Distribution Date falling in [___] and on each
Determination Date thereafter until the Controlled
Accumulation Period begins, the Trust Cash Manager will
determine the "CONTROLLED ACCUMULATION PERIOD LENGTH" which
will equal the number of months such that the sum of the
Controlled Accumulation Period Factors for each month during
such period will be equal to or greater than the Required
Accumulation Factor Number; PROVIDED, HOWEVER, that the
Controlled Accumulation Period Length will not be less than
one month and Provided further that the Controlled
Accumulation Period Length shall equal the number of months
such that the product of the Controlled Accumulation Period
Length and the Controlled Accumulation Amount taking into
consideration the
- 75 -
Maximum Controlled Deposit Amount would be equal to or greater
than the Initial Investor Interest.
5.12 PAYMENT OF INVESTOR MONTHLY FINANCE AMOUNTS
(a) On each Distribution Date the Receivables Trustee, acting on
the advice of the Trust Cash Manager, shall withdraw the
following amounts:
(i) all amounts credited to the Class A Distribution
Ledger pursuant to Clause 5.10(a)(ii) and Clause
5.10(a)(iii), including any amounts applied under
those clauses from Excess Spread pursuant to Clause
5.15(a) and then deposit such amount in the Series
02-1 Distribution Account and shall identify them as
buy for the Series 02-1 Investor Beneficiary and
treated for calculation purposes and referable to
Class A in respect of Class A whereupon such amount
shall cease to be Trust Property and shall be owned
by the Series 02-1 Investor Beneficiary absolutely;
(ii) all amounts credited to the Class B Distribution
Ledger pursuant to Clause 5.10(b)(ii) and Clause
5.15(c) and then deposit such amount in the Series
02-1 Distribution Account as identified for the
Series 02-1 Investor Beneficiary in respect of Class
B whereupon such amount shall cease to be Trust
Property and shall be owned by the Series 02-1
Investor Beneficiary absolutely;
(iii) all amounts credited to the Class C Distribution
Ledger pursuant to Clause 5.15(f) and Clause 5.19 and
then deposit such amount in the Series 02-1
Distribution Account as identified for the Series
02-1 Investor Beneficiary in respect of Class C
whereupon such amount shall cease to be Trust
Property and shall be owned by the Series 02-1
Investor Beneficiary absolutely;
(iv) to the extent that the amounts referred to in Clauses
5.10 (a)(i) and 5.10 (a)(iv) are met by the Series
02-1 Investor Beneficiary from other sources, the
amounts of Class A Available Funds calculated with
reference to the Series 02-1 Beneficiary Interest in
respect of Class A to meet such amounts shall be
distributed to the Series 02-1 Investor Beneficiary
by deposit of such amount in the Series 02-1
Distribution Account as identified for the Series
02-1 Investor Beneficiary in respect of Class A
whereupon such amounts shall cease to be Trust
Property and shall be owned by the Series 02-1
Investor Beneficiary absolutely;
(v) to the extent that the amounts referred to in Clauses
5.10 (b)(i) and 5.10 (b)(iii) are met by the Series
02-1 Investor Beneficiary from other sources, the
amounts of Class B Available Funds calculated with
reference to the Series 02-1 Beneficiary Interest in
respect of Class B to meet such amounts shall be
distributed to the Series 02-1 Investor Beneficiary
by deposit of such amount in the Series 02-1
Distribution Account as identified for the Series
02-1 Investor Beneficiary in respect of Class B
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whereupon such amounts shall cease to be Trust
Property and shall be owned by the Series 02-1
Investor Beneficiary absolutely; and
(vi) to the extent that the amounts referred to in Clauses
5.10 (c)(i) and 5.10 (c)(ii) are met by the Series
02-1 Investor Beneficiary from other sources, the
amounts of Class C Available Funds calculated with
reference to the Series 02-1 Beneficiary Interest in
respect of Class C to meet such amounts shall be
distributed to the Series 02-1 Investor Beneficiary
by deposit of such amount in the Series 02-1
Distribution Account as identified for the Series
02-1 Investor Beneficiary in respect of Class C
whereupon such amounts shall cease to be Trust
Property and shall be owned by the Series 02-1
Investor Beneficiary absolutely.
5.13 INVESTOR CHARGE-OFFS
(a) On or before each Transfer Date, the Receivables Trustee
acting on the advice of the Trust Cash Manager shall calculate
the Class A Investor Default Amount which shall be applied as
follows:
(i) If on any Transfer Date, the Class A Investor Default
Amount for the prior Monthly Period exceeds the sum
of the amount applied with respect thereto pursuant
to Clause 5.10(a)(v) and Clause 5.15(a) with respect
to such Monthly Period, the Class C Investor Interest
(after giving effect to reductions for any Class C
Investor Charge-Offs, any Reallocated Class C
Principal Collections and any Reallocated Class B
Principal Collections) will be reduced by the amount
of such excess.
(ii) In the event that such reduction would cause the
Class C Investor Interest to be a negative number,
the Class C Investor Interest will be reduced to
zero, and the Class B Investor Interest (after giving
effect to reductions for any Class B Investor
Charge-Offs and any Reallocated Class B Principal
Collections on such Transfer Date but excluding any
Reallocated Class B Principal Collections that have
resulted in a reduction of the Class C Investor
Interest) will be reduced by the amount by which the
Class C Investor Interest would have been reduced
below zero, but not by more than the Class A Investor
Default Amount for such Transfer Date.
(iii) In the event that such reduction would cause the
Class B Investor Interest to be a negative number,
the Class A Investor Interest will be reduced by the
amount by which the Class B Investor Interest would
have been reduced below zero, but not by more than
the Class A Investor Default Amount for such Transfer
Date (a "CLASS A INVESTOR CHARGE-OFF").
(iv) If the Class A Investor Interest has been reduced by
the amount of any Class A Investor Charge-Offs, it
will be reinstated on any Transfer Date (but not by
an amount in excess of the aggregate Class A Investor
Charge-Offs) by the amount of Excess Spread available
for such purpose pursuant to Clause 5.15(b).
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(b) On or before each Transfer Date, the Receivables Trustee
acting on the advice of the Trust Cash Manager shall calculate
the Class B Investor Default Amount which shall be applied as
follows:
(i) If on any Transfer Date, the Class B Investor Default
Amount for the prior Monthly Period exceeds the
amount applied with respect thereto pursuant to
Clause 5.15(c)(ii), the Class C Investor Interest
(after giving effect to reductions for the amount of
any Class A Investor Default Amounts that will result
in a write-down of the Class C Investor Interest on
such Transfer Date, any Class C Investor Charge-Offs,
any Reallocated Class C Principal Collections and any
Reallocated Class B Principal Collections) will be
reduced by the amount of such excess.
(ii) In the event that such reduction would cause the
Class C Investor Interest to be a negative number,
the Class C Investor Interest will be reduced to
zero, and the Class B Investor Interest will be
reduced by the amount by which the Class C Investor
Interest would have been reduced below zero, but not
by more than the Class B Investor Default Amount for
such Transfer Date (a "CLASS B INVESTOR CHARGE-OFF").
The Class B Investor Interest will also be reduced by
the amount of Reallocated Class B Principal
Collections that do not result in a reduction in the
Class C Investor Interest pursuant to Clause 5.17 and
the amount of any portion of the Class B Investor
Interest written-off to avoid a reduction in the
Class A Investor Interest pursuant to Clause
5.13(a)(ii) above.
(iii) If the Class B Investor Interest has been reduced by
the amount described in Clause 5.13(b)(ii) it will
thereafter be reinstated on any Transfer Date by the
amount of Excess Spread available for such purpose as
described under Clause 5.15(d).
(c) On or before each Transfer Date, the Receivables Trustee
acting on the advice of the Trust Cash Manager shall calculate
the Class C Investor Default Amount which shall be applied as
follows:
(i) If on any Transfer Date, the Class C Investor Default
Amount for the prior Monthly Period exceeds the
amount applied with respect thereto pursuant to
Clause 5.15(h), the Class C Investor Interest will be
reduced by the amount of such excess, but not by more
than the Class C Investor Default Amount for such
Transfer Date (a "CLASS C INVESTOR CHARGE-OFF"). The
Class C Investor Interest will also be reduced by the
amount of Reallocated Class C Principal Collections
pursuant to Clause 5.16 and Reallocated Class B
Principal Collections pursuant to Clause 5.17 and the
amount of any portion of the Class C Investor
Interest written-off to avoid a reduction in the
Class A Investor Interest or Class B Investor
Interest pursuant to Clauses 5.13(a)(i) and
5.13(b)(i) above.
(ii) If the Class C Investor Interest has been reduced by
the amount described in Clause 5.13(c)(i) it will
thereafter be reinstated on any Transfer Date by
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the amount of Excess Spread available for that
purpose as described under Clause 5.15(i).
5.14 INVESTOR INDEMNITY AMOUNT
(a) On or before each Transfer Date, the Receivables Trustee,
acting on the advice of the Trust Cash Manager, shall
calculate the Aggregate Investor Indemnity Amount allocable to
Series 02-1. Such amount shall be payable solely to the extent
amounts are available from Excess Spread for distribution in
respect thereof pursuant to Clause 5.15(l) PROVIDED, HOWEVER,
that if there are insufficient amounts available to pay such
amount in full on the relevant Transfer Date, the excess will
be carried forward and payable on the next and subsequent
Transfer Dates solely to the extent amounts are available from
Excess Spread for distribution in respect thereof pursuant to
Clause 5.15(l).
(b) where any amount is paid by the Receivables Trustee to the
Transferor pursuant to Clause 5.15(l), the said payment shall
be treated as discharging PRO TANTO both:
(i) any obligation of the Receivables Trustee to make a
payment to the Transferor under the Trust Section 75
Indemnity; and
(ii) any corresponding obligation of the Series 02-1
Investor Beneficiary in respect of Class A to make a
corresponding payment to the Receivables Trustee in
respect of the Aggregate Investor Indemnity Amount.
(c) To the extent that the Series 02-1 Investor Beneficiary makes
payment to the Transferor from other sources in respect of the
amount referred to in (b)(i) above, such payment shall be
treated as discharging pro tanto the obligations referred to
in (b)(i) and (ii) above and the amount referred to in Clause
5.15(l) shall be distributed to the Series 02-1 Investor
Beneficiary in respect of Class A by deposit of such amount in
the Series 02-1 Distribution Account as identified for the
Series 02-1 Investor Beneficiary in respect of Class A
whereupon such amount shall cease to be Trust Property and
shall be owned by the Series 02-1 Investor Beneficiary
absolutely.
5.15 EXCESS SPREAD
On or before each Transfer Date, the Receivables Trustee acting on the
advice of the Trust Cash Manager will apply or cause the Receivables
Trustee to apply Excess Spread with respect to the related Monthly
Period, to make the following distributions in the following priority:
(a) An amount equal to the Class A Required Amount, if any, with
respect to such Transfer Date will be used to fund the Class A
Required Amount and be allocated and applied in accordance
with, and in the priority set out in, Clause 5.10(a);
(b) an amount equal to the aggregate amount of Class A Investor
Charge-Offs which have not been previously reinstated will be
allocated to the Series 02-1
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Beneficiary Interest and for the purposes of calculation
treated as referable to Class A and utilised to reinstate the
Class A Investor Interest and be treated as a portion of
Investor Principal Collections allocated to the Series 02-1
Beneficiary Interest for the purposes of calculation treated
as referable to Class A and credited to the Principal
Collections Ledger on such Transfer Date;
(c) in priority, (i) first an amount equal to the Class B Required
Amount (excluding the Class B Investor Default Amount), if
any, with respect to such Transfer Date will be used to fund
the Class B Required Amount (excluding the Class B Investor
Default Amount) and will be allocated and applied first in
accordance with, and in the priority set out in, Clause
5.10(b); and (ii) secondly, any amount available to pay the
Class B Investor Default Amount shall be allocated to the
Series 02-1 Beneficiary Interest and for the purposes of
calculation treated as referable to Class B and treated as a
portion of Investor Principal Collections allocated to the
Series 02-1 Beneficiary Interest and for the purposes of
calculation treated as referable to Class B and credited to
the Principal Collections Ledger on such Transfer Date;
(d) an amount equal to the aggregate amount by which the Class B
Investor Interest has been reduced below the Class B Initial
Investor Interest for reasons other than the payment of
principal amounts to Class B (but not in excess of the
aggregate amount of such reductions which have not been
previously reinstated) will be allocated to the Series 02-1
Beneficiary Interest and for the purposes of calculation
treated as referable to Class B and utilised to reinstate the
Class B Investor Interest and treated as a portion of Investor
Principal Collections allocated to the Series 02-1 Beneficiary
Interest and for the purposes of calculation treated as
referable to Class B and credited to the Principal Collections
Ledger on such Transfer Date;
(e) [DELIBERATELY LEFT BLANK]
(f) an amount equal to the sum of the Class C Monthly Finance
Amount, the Class C Deficiency Amount and the Class C
Additional Finance Amount (as at such Transfer Date) will be
credited to the Class C Distribution Ledger;
(g) [DELIBERATELY LEFT BLANK];
(h) an amount equal to the Class C Investor Default Amount shall
be allocated to the Series 02-1 Beneficiary Interest and for
the purposes of calculation treated as referable to Class C
and treated as a portion of Investor Principal Collections
allocated to the Series 02-1 Beneficiary Interest and for the
purposes of calculation treated as referable to Class C and
credited to the Principal Collections Ledger on such Transfer
Date;
(i) an amount equal to the aggregate amount by which the Class C
Investor Interest has been reduced below the Class C Initial
Investor Interest for reasons other than the payment of
principal amounts to Class C (but not in excess of the
aggregate amount of such reductions which have not been
previously reinstated) will be utilised to reinstate the Class
C Investor Interest and treated as a portion
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of Investor Principal Collections allocated to the Series 02-1
Beneficiary Interest and for the purposes of calculation
treated as referable to Class C and credited to the Principal
Collections Ledger on such Transfer Date;
(j) on each Transfer Date from and after the Reserve Account
Funding Date, but prior to the date on which the Reserve
Account terminates as described in Clause 5.22(f), an amount
up to the excess, if any, of the Required Reserve Amount over
the Available Reserve Account Amount shall be allocated to the
Series 02-1 Beneficiary Interest and for the purposes of
calculation treated as referable to Class A and deposited into
the Reserve Account;
(k) on any Transfer Date on which the Available Spread Account
Amount is less than the Required Spread Account Amount, an
amount up to the excess, if any, of the Required Spread
Account Amount over the Available Spread Account Amount will
be allocated to the Series 02-1 Beneficiary Interest and for
the purposes of calculation treated as referable to Class C
and deposited into the Spread Account;
(l) an amount equal to the Aggregate Investor Indemnity Amount, if
any, for the prior Monthly Period (together with any amounts
in respect of previous Monthly Periods which are unpaid) will
be allocated to the Series 02-1 Beneficiary Interest and for
the purposes of calculation treated as referable to Class A
and paid by the Receivables Trustee to the Transferor (to the
extent that the Investor Beneficiary does not meet the said
amount from other sources) whereupon such amount shall cease
to be Trust Property and shall be owned by the Transferor
absolutely;
(m) an amount equal to the Series 02-1 Extra Amount for such
Transfer Date will be allocated to the Series 02-1 Beneficiary
Interest and for the purposes of calculation treated as
referable to Class A and paid into the Series 02-1
Distribution Account whereupon such amount shall cease to be
Trust Property and shall be owned by the Series 02-1 Investor
Beneficiary absolutely; and
(n) the balance, if any, after giving effect to the payments made
pursuant to paragraphs (a) through (m) (inclusive) above shall
be paid to the Excess Interest Beneficiary in respect of its
rights relating to Trust Property calculated by reference to
Series 02-1 whereupon such amount shall cease to be Trust
Property and shall be owned by the Excess Interest Beneficiary
absolutely.
5.16 REALLOCATED CLASS C PRINCIPAL COLLECTIONS
(a) On each Transfer Date, the Trust Cash Manager will advise the
Receivables Trustee as to the amounts of Principal Collections allocated
pursuant to Clauses 5.05(a)(ii), 5.05(b)(ii), 5.05(c)(ii) and
5.05(d)(ii) notionally by reference of Class C to apply as Reallocated
Class C Principal Collections with respect to such Transfer Date as
follows:
(i) an amount equal to the excess, if any, of (i) the Class A
Required Amount, if any, with respect to such Transfer Date
over (ii) the amount of Excess Spread with respect to the
related Monthly Period shall be credited to the Finance
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Charge Collections Ledger to be applied pursuant to Clauses
5.10(a)(i) to (v) in that order of priority; and
(ii) an amount equal to the excess, if any, of (i) the Class B
Required Amount, if any, with respect to such Transfer Date
over (ii) the amount of Excess Spread with respect to the
related Monthly Period (following any credit of Excess Spread
pursuant to 5.16(a)(ii) above) shall be credited to the
Finance Charge Collections Ledger to be applied pursuant to
Clause 5.10(b)(i) to (iii) in that order of priority and then
to be applied to reduce the Class B Investor Default Amount
pursuant to Clause 5.15(c)(ii).
(b) On each Transfer Date the Class C Investor Interest shall be reduced by
the amount of Reallocated Class C Principal Collections and Reallocated
Class B Principal Collections for such Transfer Date.
(c) In the event that the calculation of the amount of Reallocated Class C
Principal Collections and Reallocated Class B Principal Collections to
be re-applied would cause the Class C Investor Interest (after giving
effect to any Class C Investor Charge-Offs for such Transfer Date) to be
a negative number on any Transfer Date, the amount of Principal
Collections to be re-applied on such Transfer Date shall be an aggregate
amount not to exceed the amount which would cause the Class C Investor
Interest (after giving effect to any Class C Investor Charge-Offs for
such Transfer Date) to be reduced to zero.
5.17 REALLOCATED CLASS B PRINCIPAL COLLECTIONS
(a) On each Transfer Date, following application of Reallocated Class C
Principal Collections in accordance with Clause 5.16, the Trust Cash
Manager will advise the Receivables Trustee as to amounts of Principal
Collections allocated pursuant to Clauses 5.05(a)(iii), 5.05(b)(iii),
5.05(c)(iii) and 5.05(d)(iii) notionally by reference to the Series 02-1
Investor Beneficiary Interest in respect of Class B to apply as
Reallocated Class B Principal Collections with respect to such Transfer
Date as follows:
(i) an amount equal to the excess, if any, of (i) the Class A
Required Amount, if any, with respect to such Transfer Date
over (ii) the amount of Excess Spread and Reallocated Class C
Principal Collections with respect to the related Monthly
Period shall be credited to the Finance Charge Collections
Ledger to be applied pursuant to Clauses 5.10(a)(i) to (v) in
that order of priority;
(b) On each Transfer Date the notional amount calculated as the Class B
Investor Interest shall be reduced by an amount equal to the excess of
the amount of Reallocated Class B Principal Collections for such
Transfer Date over the Class C Investor Interest (after giving effect to
any Class C Investor Charge-Offs for such Transfer Date).
(c) In the event that the calculation of the amount of Reallocated Class B
Principal Collections to be re-applied would cause the Class B Investor
Interest (after giving effect to any Class B Investor Charge-Offs and
the reduction in the Class C Investor Interest in respect of Reallocated
Class B Principal Collections for such Transfer Date) to be a negative
number on any Transfer Date, the amount of Principal Collections to be
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re-applied on such Transfer Date shall be an aggregate amount not to
exceed the amount which would cause the Class B Investor Interest (after
giving effect to any Class B Investor Charge-Offs for such Transfer
Date) to be reduced to zero.
5.18 SHARED PRINCIPAL COLLECTIONS
(a) The amount of Principal Collections calculated as available to
Series 02-1 which are not available to be utilised as Investor
Cash Available for [Acquisition] pursuant to the proviso to
Clauses 5.05(a)(iv) and 5.05(b)(iv) and are not applied to
meet any Class A Monthly Principal Amount, Class B Monthly
Principal Amount or Class C Monthly Principal Amount shall be
available to be allocated as Shared Principal Collections and
shall be identified as such in the Principal Collections
Ledger.
(b) The portion of Shared Principal Collections to the credit of
the Principal Collections Ledger equal to the amount of Shared
Principal Collections available to Series 02-1 on any Transfer
Date shall be applied as Available Investor Principal
Collections pursuant to Clause 5.11 and pursuant to such
Clause 5.11 shall be allocated as follows:
(i) first, to the Series 02-1 Beneficiary, for the
purposes of calculation treated as referable to Class
A, and deposited in the Principal Funding Account
during the Controlled Accumulation Period identified
for the Series 02-1 Investor Beneficiary in respect
of Class A until such time as the amount deposited to
the Principal Funding Account identified for the
Series 02-1 Investor Beneficiary in respect of Class
A is equal to the Class A Investor Interest;
(ii) second, to the Series 02-1 Beneficiary, for the
purposes of calculation treated as referable to Class
A and credited to the Class A Distribution Ledger
during the Regulated Amortisation Period or the Rapid
Amortisation Period until such time as the Class A
Investor Interest is zero; or
(iii) third, to the Series 02-1 Beneficiary, for the
purposes of calculation treated as referable to Class
B and deposited in the Principal Funding Account
during the Controlled Accumulation Period identified
for the Series 02-1 Investor Beneficiary in respect
of Class B until such time as the amount deposited to
the Principal Funding Account identified for the
Series 02-1 Investor Beneficiary in respect of Class
B is equal to the Class B Investor Interest;
(iv) fourth, to the Series 02-1 Beneficiary, for the
purposes of calculation treated as referable to Class
B and credited to the Class B Distribution Ledger
during the Regulated Amortisation Period or the Rapid
Amortisation Period until such time as the Class B
Investor Interest is zero;
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(v) fifth, to the Series 02-1 Beneficiary, for the
purposes of calculation treated as referable to Class
C and deposited in the Principal Funding Account
during the Controlled Accumulation Period identified
for the Series 02-1 Investor Beneficiary in respect
of Class C until such time as the amount deposited to
the Principal Funding Account identified for the
Series 02-1 Investor Beneficiary in respect of Class
C is equal to the Class C Investor Interest; and
(vi) sixth, to the Series 02-1 Beneficiary, for the
purposes of calculation treated as referable to Class
C and credited to the Class C Distribution Ledger
during the Regulated Amortisation Period or the Rapid
Amortisation Period until such time as the Class C
Investor Interest is zero.
(c) Shared Principal Collections allocable to Series 02-1 with
respect to any Transfer Date shall mean an amount equal to the
Series Principal Shortfall, if any, with respect to Series
02-1 for such Transfer Date PROVIDED, HOWEVER, that if the
aggregate amount of Shared Principal Collections for all
Applicable Series for such Transfer Date is less than the
Cumulative Series Principal Shortfall for such Transfer Date,
then Shared Principal Collections allocable to Series 02-1 on
such Transfer Date shall equal the product of (i) Shared
Principal Collections for all Applicable Series for such
Transfer Date and (ii) a fraction, the numerator of which is
the Series Principal Shortfall with respect to Series 02-1 for
such Transfer Date and the denominator of which is the
aggregate amount of the Cumulative Series Principal Shortfall
for all Applicable Series for such Transfer Date.
5.19 SPREAD ACCOUNT
(a) (i) The Receivables Trustee shall establish and maintain
with a Qualified Institution, in the name of the
Receivables Trustee, for the benefit of the Series
02-1 Investor Beneficiary and the Transferor
Beneficiary by way of separate trust, an Eligible
Deposit Account with such Qualified Institution (the
"SPREAD ACCOUNT"), bearing a designation clearly
indicating that the funds deposited therein are held
on trust for the benefit of the Class C Beneficiary
and the Transferor Beneficiary.
(ii) The Receivables Trustee, as trustee of the
Receivables Trust, shall possess all legal right,
title and interest in all funds on deposit from time
to time in the Spread Account and in all proceeds
thereof. The Spread Account shall be a Trust Account
for the purposes of the Trust and Cash Management
Agreement and all amounts deposited therein shall be
regarded as being segregated for the benefit of
Series 02-1 and allocated to the beneficial
entitlement of (A) the Series 02-1 Investor
Beneficiary in respect of Class C to the extent of
amounts deposited in the Spread Account pursuant to
Clause 5.19(a)(iv)(A) and investment earnings
credited pursuant to Clause 5.19(b)(iv)(A) less the
aggregate of that portion of all Total Withdrawal
Amounts withdrawn from time
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to time pursuant to Clause 5.19(a)(iv)(B)(1) which
utilised amounts will be allocated to the beneficial
entitlement of the Series 02-1 Investor Beneficiary
in respect of Class C; and (B) the Transferor
Beneficiary to the extent of investment earnings on
amounts deposited in the Spread Account as calculated
pursuant to Clause 5.19(b)(iv)(B).
(iii) If at any time the institution holding the Spread
Account ceases to be a Qualified Institution the
Trust Cash Manager shall notify the Receivables
Trustee, and the Receivables Trustee upon being
notified shall, within 10 Business Days, establish
(or direct the Trust Cash Manager to establish) a new
Spread Account meeting the conditions specified above
with a Qualified Institution, and shall transfer any
cash or any investments to such new Spread Account.
(iv) The Receivables Trustee, acting on the advice of the
Trust Cash Manager, shall:
(A) on each Transfer Date make the deposit, if
any, pursuant to 5.15(k); and
(B) make withdrawals from the Spread Account
from time to time:
(1) in priority (aa) on each Transfer
Date in the amount up to the
Available Spread Account Amount at
such time for the purposes set out
in Clause 5.15(f), (bb) on the
Class C Release Date, an amount up
to the Available Spread Account
Amount equal to the excess, if any,
of the Class C Debt Amount over the
Class C Investor Interest, and (cc)
on each Transfer Date from and
after the Class C Release Date, an
amount up to the Available Spread
Account Amount equal to the excess,
if any, of the Class C Investor
Default Amount over the amount of
Excess Spread applied to meet the
Class C Investor Default Amount
pursuant to Clause 5.15(h)
(the aggregate of (aa), (bb) and
(cc) constituting the "TOTAL
WITHDRAWAL AMOUNT"); and
(2) as required by paragraphs (b), (c)
and (d) of this Clause 5.19.
(v) In the event that, for any Transfer Date, the Total
Withdrawal Amount is greater than zero, the Trust
Cash Manager shall:
(A) advise the Receivables Trustee in writing,
in substantially the form of Exhibit C to
the Schedule to the Series 02-1 Supplement,
of such Total Withdrawal Amount on or before
11:30 a.m. on such Transfer Date; and
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(B) deposit the amounts to be withdrawn from the
Spread Account as calculated in Clause
5.19(a)(iv)(B)(1) in the Trustee Collection
Account and credit such amounts to the Class
C Distribution Ledger.
(vi) The Receivables Trustee at all times shall maintain
accurate records reflecting each transaction in the
Spread Account and in any sub-account established
therein.
(b) (i) Funds on deposit in the Spread Account shall be
invested by the Receivables Trustee in Permitted
Investments PROVIDED, HOWEVER, that reference in the
definition of Permitted Investments to a rating in
the "highest ranking category" shall be modified to
require a rating from any one of the following rating
agencies of at least [A-2] by Standard & Poor's,
[P-2] by Xxxxx'x.
(ii) Funds on deposit in the Spread Account on any
Transfer Date, after giving effect to any withdrawals
from the Spread Account on such Transfer Date, shall
be invested in such investments that will mature so
that such funds will be available for withdrawal on
or prior to the following Transfer Date.
(iii) The Receivables Trustee shall ensure a Qualified
Institution maintains, on its behalf, possession of
the negotiable instruments or securities, if any,
evidencing such Permitted Investments made pursuant
to Clause 5.19(b)(i). No Permitted Investment made
pursuant to Clause 5.19(b)(i) shall be disposed of
prior to its maturity.
(iv) On each Transfer Date, all interest and investment
earnings (net of losses and investment expenses)
earned during the period immediately preceding such
Transfer Date on funds on deposit in the Spread
Account shall:
(A) be retained in the Spread Account to the
extent that the Available Spread Account
Amount is less than the Required Spread
Account Amount taking into account any
amounts to be credited on that Transfer Date
pursuant to Clause 5.19(a)(iv)(A); and
(B) to the extent of any amount remaining after
the application in (A) above, be withdrawn
from the Spread Account and paid by the
Receivables Trustee to the Transferor
Beneficiary whereupon such amount shall
cease to be Trust Property and shall be
owned by the Transferor Beneficiary
absolutely.
(v) Subject to the restrictions set out above, the Trust
Cash Manager, or a Person designated in writing by
the Trust Cash Manager of which the Receivables
Trustee shall have received notification thereof,
shall have the authority to advise the Receivables
Trustee with respect to the
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investment of funds on deposit in the Spread Account.
For purposes of determining the availability of funds
or the balances in the Spread Account for any reason
under the Trust and Cash Management Agreement as
supplemented by the Supplement, all interest and
investment earnings on such funds shall be deemed not
to be available or on deposit except to the extent
specified in Clause 5.19(b)(iv)(A).
(c) In the event that the Spread Account Surplus on any Transfer
Date, after giving effect to any deposits to and any
withdrawal from the Spread Account on such Transfer Date, is
greater than zero, the Receivables Trustee, acting in on the
advice of the Trust Cash Manager, shall withdraw from the
Spread Account for distribution to the Series 02-1 Investor
Beneficiary with respect to Class C, an amount equal to the
Spread Account Surplus whereupon such amount shall cease to be
Trust Property and shall be owned by the Series 02-1 Investor
Beneficiary absolutely.
(d) Upon the earlier to occur of (i) the termination of the
Receivables Trust pursuant to Clause 8 of the Trust and Cash
Management Agreement and (ii) the Series 02-1 Termination
Date, the Receivables Trustee, acting on the advice of the
Trust Cash Manager and payable from the Spread Account as
provided herein, shall withdraw on such date (after taking
into account all other deposits and withdrawals in respect of
the Spread Account on such date) from the Spread Account all
amounts on deposit in the Spread Account and pay them to the
Transferor Beneficiary to the extent of its beneficial
entitlement in such amounts as calculated pursuant to Clause
5.19(b)(iv)B whereupon such amount shall cease to be trust
property and shall be owned by the Transferor Beneficiary
absolutely.
5.20 PRINCIPAL FUNDING ACCOUNT
(a) (i) The Receivables Trustee shall establish and
maintain with a Qualified Institution, in the name of
the Receivables Trustee, for the benefit of the
Series 02-1 Investor Beneficiary and the Transferor
Beneficiary, by way of separate trust, a Trust
Account with such Qualified Institution (the
"PRINCIPAL FUNDING ACCOUNT"), bearing a designation
clearly indicating that the funds deposited therein
are held on trust for the benefit of the Series 02-1
Investor Beneficiary and the Transferor Beneficiary.
(ii) The Receivables Trustee, as trustee of the
Receivables Trust, shall possess all legal right,
title and interest in all funds on deposit from time
to time in the Principal Funding Account and in all
proceeds thereof. The Principal Funding Account shall
be a Trust Account for the purposes of the Trust and
Cash Management Agreement and amounts deposited
therein shall be allocated to the beneficial
entitlement of Beneficiaries as follows:
(A) all amounts deposited therein pursuant to
Clause 5.11(b)(i) shall be allocated to the
Series 02-1 Beneficiary for the purposes of
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calculation treated as referable to Class A
and regarded as being segregated for the
benefit of Class A;
(B) all amounts deposited therein pursuant to
Clause 5.11(b)(iii) shall be allocated to
the Series 02-1 Beneficiary for the purposes
of calculation treated as referable to Class
B and regarded as being segregated for the
benefit of Class B;
(C) all amounts deposited therein pursuant to
Clause 5.11(b)(v) shall be allocated to the
Series 02-1 Beneficiary for the purposes of
calculation treated as referable to Class C
and regarded as being segregated for the
benefit of the Series 02-1 Investor
Beneficiary in respect of Class C; and
(D) all amounts deposited therein which
represent Excess Principal Funding
Investment Proceeds on any Transfer Date
shall be allocated to the Transferor
Beneficiary PROVIDED, HOWEVER, that for the
avoidance of doubt any Principal Funding
Investment Proceeds which are not Excess
Principal Funding Investment Proceeds shall
be allocated to the Investor Beneficiary.
(iii) If at any time the institution holding the Principal
Funding Account ceases to be a Qualified Institution
the Trust Cash Manager shall notify the Receivables
Trustee, and the Receivables Trustee upon being
notified shall, within 10 Business Days, establish
(or direct the Trust Cash Manager to establish) a new
Principal Funding Account meeting the conditions
specified above with a Qualified Institution, and
shall transfer any cash or any investments to such
new Principal Funding Account.
(iv) The Receivables Trustee, acting on the advice of the
Trust Cash Manager, shall (i) make withdrawals from
the Principal Funding Account from time to time, in
the amounts and for the purposes set out in this
Supplement, and (ii) on each Transfer Date (from and
after the commencement of the Controlled Accumulation
Period) prior to termination of the Principal Funding
Account make deposits into the Principal Funding
Account in the amount specified in, and otherwise in
accordance with, Clause 5.11(b)(i), Clause
5.11(b)(iii) and Clause 5.11(b)(v).
(v) The Receivables Trustee at all times shall maintain
accurate records reflecting each transaction in the
Principal Funding Account and in any sub-account
established therein and amounts allocated to and
identified for the Series 02-1 Investor Beneficiary
in respect of Class A, Class B and Class C,
respectively.
(b) (i) Funds on deposit in the Principal Funding Account
shall be invested at the direction of the Trust Cash
Manager by the Receivables Trustee in Permitted
Investments. Funds on deposit in the Principal
Funding
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Account on any Transfer Date, after giving effect to
any withdrawals from the Principal Funding Account on
such Transfer Date, shall be invested in such
investments that will mature so that such funds will
be available for withdrawal on or prior to the
following Transfer Date.
(ii) The Receivables Trustee shall ensure a Qualified
Institution maintains, on its behalf, possession of
the negotiable instruments or securities, if any,
evidencing such Permitted Investments. No Permitted
Investment shall be disposed of prior to its
maturity.
(iii) On the Transfer Date occurring in the month following
the commencement of the Controlled Accumulation
Period and on each Transfer Date thereafter with
respect to the Controlled Accumulation Period, the
Receivables Trustee, acting on the advice of the
Trust Cash Manager given on or before such Transfer
Date, shall transfer from the Principal Funding
Account to the Trustee Collection Account to the
credit of the Finance Charge Collections Ledger the
Principal Funding Investment Proceeds on deposit in
the Principal Funding Account allocated to the Series
02-1 Beneficiary and for the purposes of calculation
treated or referable to Class A, but not in excess of
the Class A Covered Amount, for application as Class
A Available Funds applied pursuant to Clause 5.10(a);
(iv) An amount equal to any Principal Funding Investment
Shortfall will be deposited in the Finance Charge
Collections Ledger and included in Class A Available
Funds on each Transfer Date from the Reserve Account
to the extent funds are available pursuant to Clause
5.22(d).
(v) Any Excess Principal Funding Investment Proceeds
shall be paid to the Transferor Beneficiary on each
Transfer Date whereupon such amount shall cease to be
Trust Property and shall be owned by the Transferor
Beneficiary absolutely.
(vi) Principal Funding Investment Proceeds (including
reinvested interest) shall not be considered part of
the amounts on deposit in the Principal Funding
Account for purposes of the calculation made pursuant
to this Supplement.
5.21 DISTRIBUTION LEDGERS
(a) (i) The Receivables Trustee shall establish a ledger in
the Trustee Collection Account entitled "CLASS A
DISTRIBUTION LEDGER" and shall credit amounts payable
to such ledger pursuant to Clause 5.10(a)(ii) and
Clause 5.10(a)(iii) and Clause 5.11(b)(ii) and debit
such amounts payable from such ledger pursuant to
Clause 5.11(c)(ii) and Clause 5.12(a)(i) and
generally operate such ledger in accordance with the
provisions of the Trust and Cash Management
Agreement.
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(ii) All amounts credited to the Class A Distribution
Ledger shall be allocated to the Series 02-1
Beneficiary for the purposes of calculation treated
as referable to Class A and regarded as being
segregated for the benefit of the Series 02-1
Investor Beneficiary in respect of Class A.
(iii) The Receivables Trustee at all times shall maintain
accurate records reflecting each transaction in the
Class A Distribution Ledger.
(b) (i) The Receivables Trustee shall establish a ledger in
the Trustee Collection Account entitled "CLASS B
DISTRIBUTION LEDGER" and shall credit amounts payable
to such ledger pursuant to Clause 5.10(b)(ii) and
Clause 5.11(b)(iv) and debit such amounts payable
from such ledger pursuant to Clause 5.11(d)(ii) and
Clause 5.12(a)(ii) and generally operate such ledger
in accordance with the provisions of the Trust and
Cash Management Agreement.
(ii) All amounts credited to the Class B Distribution
Ledger shall be allocated to the Series 02-1
Beneficiary for the purposes of calculation treated
as referable to Class B and regarded as being
segregated for the benefit of the Series 02-1
Investor Beneficiary in respect of Class B.
(iii) The Receivables Trustee at all times shall maintain
accurate records reflecting each transaction in the
Class B Distribution Ledger.
(c) (i) The Receivables Trustee shall establish a ledger in
the Trustee Collection Account entitled "CLASS C
DISTRIBUTION LEDGER" and shall credit amounts payable
to such ledger pursuant to Clause 5.11(b)(vi), Clause
5.15(f) and Clause 5.19(a)(v)(B)(1) and debit such
amounts payable from such ledger pursuant to Clause
5.11(e)(ii) and Clause 5.12(a)(iii) and generally
operate such ledger in accordance with the provisions
of the Trust and Cash Management Agreement.
(ii) All amounts credited to the Class C Distribution
Ledger shall be allocated to the Series 02-1
Beneficiary for the purposes of calculation treated
as referable to Class C and regarded as being
segregated for the benefit of the Series 02-1
Investor Beneficiary in respect of Class C.
(iii) The Receivables Trustee at all times shall maintain
accurate records reflecting each transaction in the
Class C Distribution Ledger.
5.22 RESERVE ACCOUNT
(a) (i) The Receivables Trustee shall establish and maintain
with a Qualified Institution, in the name of the
Receivables Trustee, for the benefit of the Series
02-1 Investor Beneficiary, by way of separate trust,
a Trust Account with such Qualified Institution (the
"RESERVE ACCOUNT"), bearing a designation clearly
indicating that the funds deposited therein are held
on trust for the benefit of the Series 02-1 Investor
Beneficiary. All amounts deposited in and withdrawn
from the Reserve Account will for the purposes of
calculation be treated as referable to Class A.
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(ii) The Receivables Trustee, as trustee of the
Receivables Trust, shall possess all legal right,
title and interest in all funds on deposit from time
to time in the Reserve Account and in all proceeds
thereof. The Reserve Account shall be a Trust Account
for the purposes of the Trust and Cash Management
Agreement and all amounts deposited therein and all
investment earnings thereon shall be allocated to the
Series 02-1 Investor Beneficiary and regarded as
being segregated for the benefit of Series 02-1.
(iii) If at any time the institution holding the Reserve
Account ceases to be a Qualified Institution the
Trust Cash Manager shall notify the Receivables
Trustee, and the Receivables Trustee upon being
notified shall, within 10 Business Days, establish
(or direct the Trust Cash Manager to establish) a new
Reserve Account meeting the conditions specified
above with a Qualified Institution, and shall
transfer any cash or any investments to such new
Reserve Account.
(iv) The Receivables Trustee, acting on the advice of the
Trust Cash Manager, shall (i) make withdrawals from
the Reserve Account from time to time in an amount up
to the Available Reserve Account Amount at such time,
for the purposes set out in this Supplement, and (ii)
on each Transfer Date (from and after the Reserve
Account Funding Date) prior to termination of the
Reserve Account make a deposit into the Reserve
Account in the amount specified in, and otherwise in
accordance with, Clause 5.15(j).
(v) The Receivables Trustee at all times shall maintain
accurate records reflecting each transaction in the
Reserve Account and in any sub-account established
therein.
(b) (i) Funds on deposit in the Reserve Account shall be
invested acting on the advice of the Trust Cash
Manager by the Receivables Trustee in Permitted
Investments. Funds on deposit in the Reserve Account
on any Transfer Date, after giving effect to any
withdrawals from the Reserve Account on such Transfer
Date, shall be invested in such investments that will
mature so that such funds will be available for
withdrawal on or prior to the following Transfer
Date.
(ii) The Receivables Trustee shall ensure a Qualified
Institution maintains possession, on its behalf, of
the negotiable instruments or securities, if any,
evidencing such Permitted Investments. No Permitted
Investment shall be disposed of prior to its
maturity.
(iii) On each Transfer Date, interest and earnings (net of
losses and investment expenses) accrued since the
preceding Transfer Date on funds on deposit in the
Reserve Account shall be retained in the Reserve
Account (to the extent that the Available Reserve
Account Amount is less than the Required Reserve
Amount) and the balance, if any, shall be deposited
in the Trustee Collection Account and credited
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to the Finance Charge Collections Ledger for
application as Class A Available Funds on such
Transfer Date.
(iv) For the purpose of determining the availability of
funds or the balance in the Reserve Account for any
reason under this Supplement, except as otherwise
provided in the preceding sentence, investment
earnings on such funds shall be deemed not to be
available or on deposit.
(c) On or before each Transfer Date with respect to the Controlled
Accumulation Period prior to the payment in full of the
Investor Interest and on the first Transfer Date for the
Regulated Amortisation Period or the Rapid Amortisation Period
the Receivables Trustee shall calculate the "RESERVE DRAW
AMOUNT" which shall be equal to the Principal Funding
Investment Shortfall with respect to each Transfer Date with
respect to the Controlled Accumulation Period or the first
Transfer Date for the earlier of the Regulated Amortisation
Period and the Rapid Amortisation Period PROVIDED, HOWEVER,
that such amount will be reduced to the extent that funds
otherwise would be available for deposit in the Reserve
Account under Clause 5.15(j) with respect to such Transfer
Date.
(d) In the event that for any Transfer Date the Reserve Draw
Amount is greater than zero, the Reserve Draw Amount, up to
the Available Reserve Account Amount, shall be withdrawn from
the Reserve Account on such Transfer Date by the Receivables
Trustee, acting in accordance with the advice of the Trust
Cash Manager, deposited in the Trustee Collection Account and
credited to the Finance Charge Collections Ledger and included
in Class A Available Funds for such Transfer Date;
(e) In the event that the Reserve Account Surplus on any Transfer
Date, after giving effect to all deposits to and withdrawals
from the Reserve Account with respect to such Transfer Date,
is greater than zero, the Receivables Trustee, acting on the
advice of the Trust Cash Manager, shall withdraw from the
Reserve Account, and pay to the Series 02-1 Investor
Beneficiary an amount equal to such Reserve Account Surplus.
(f) Upon the earliest to occur of:
(i) the termination of the Receivables Trust pursuant to
Clause 6.3 or Clause 8;
(ii) the first Transfer Date for the Regulated
Amortisation Period or the Rapid Amortisation Period;
and
(iii) the Transfer Date immediately preceding the Series
02-1 Scheduled Redemption Date,
the Receivables Trustee, acting on the advice of the Trust
Cash Manager, after the prior payment of all amounts due to
the Series 02-1 Investor Beneficiary, that are payable from
the Reserve Account as provided herein, shall withdraw from
the Reserve Account and pay to the Series 02-1 Investor
Beneficiary all amounts, any remaining amounts, on deposit in
the Reserve Account and the
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Reserve Account shall be deemed to have terminated for the
purposes of the Series 02-1 Supplement.
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PART 6
MONTHLY STATEMENT TO SERIES 02-1
MONTHLY STATEMENT TO SERIES 02-1
On or before each Distribution Date, the Receivables Trustee shall forward to
the Series 02-1 Investor Beneficiary and each Rating Agency a statement
substantially in the form of Exhibit B to the Schedule prepared by the Servicer,
delivered to the Receivables Trustee and setting forth, among other things, the
following information:
(i) the total amount distributed;
(ii) the amount of such distribution allocable to the Class A Monthly
Principal Amount, Class B Monthly Principal Amount and Class C Monthly
Principal Amount, respectively;
(iii) the amount of such distribution allocable to Class A Trustee Payment,
MTN Issuer Costs Amount, Class A Monthly Finance Amount, Class A
Deficiency Amounts, Class A Additional Finance Amount, Class B Trustee
Payment, Class B Monthly Finance Amount, Class B Deficiency Amounts,
Class B Additional Finance Amount, Class C Trustee Payment, Class C
Monthly Finance Amount, Class C Deficiency Amounts, Class C Additional
Finance Amount respectively;
(iv) the amount of Principal Collections processed during the related Monthly
Period and allocated to the Series 02-1 Beneficiary Interest for the
purposes of calculation treated as referable to Class A, Class B and
Class C, respectively;
(v) the amount of Finance Charge Collections processed during the related
Monthly Period and allocated to the Series 02-1 Beneficiary Interest for
the purposes of calculation treated as referable to Class A, Class B and
Class C, respectively;
(vi) the amount of Acquired Interchange allocable to Series 02-1 deposited in
the Trustee Collection Account in respect of the related Monthly Period;
(vii) the aggregate amount of Principal Receivables, the Investor Interest,
the Adjusted Investor Interest, the Class A Investor Interest, the Class
A Adjusted Investor Interest, the Class B Investor Interest, the Class B
Adjusted Investor Interest, the Class C Investor Interest, the Class C
Adjusted Investor Interest, the Floating Investor Percentage, the Class
A Floating Allocation, the Class B Floating Allocation, the Class C
Floating Allocation and the Fixed Investor Percentage, Class A Fixed
Allocation, the Class B Fixed Allocation and the Class C Fixed
Allocation with respect to the Principal Receivables in the Receivables
Trust as of the end of the day on the Record Date;
(viii) the aggregate outstanding balance of Accounts which were 30 to 59, 60 to
89, 90 to 119, 120 to 149 and 150 or more days delinquent as of the end
of the day on the Record Date;
(ix) the Aggregate Investor Default Amount, the Class A Investor Default
Amount, the Class B Investor Default Amount and the Class C Investor
Default Amount for the related Monthly Period;
- 94 -
(x) the aggregate amount of Class A Investor Charge-Offs, Class B Investor
Charge-Offs and Class C Investor Charge-Offs for the related Monthly
Period;
(xi) the aggregate amount of Class A Investor Charge-Offs, Class B Investor
Charge-Offs and Class C Investor Charge-Offs reimbursed on the Transfer
Date immediately preceding such Distribution Date;
(xii) the amount of (1) the Class A Servicing Fee and Class A Cash Management
Fee; (2) the Class B Servicing Fee and Class B Cash Management Fee; and
(3) the Class C Servicing Fee and Class C Cash Management Fee, in each
case for the related Monthly Period;
(xiii) the Portfolio Yield for the preceding Monthly Period;
(xiv) the amount of Reallocated Class C Principal Collections and Reallocated
Class B Principal Collections with respect to such Distribution Date;
(xv) the Available Spread Account Amount and the Required Spread Account
Amount as of the close of business on the Transfer Date immediately
preceding such Distribution Date;
(xvi) the Principal Funding Account Balance as of the close of business on the
Transfer Date immediately preceding such Distribution Date and as such
amount allocated to the Series 02-1 Beneficiary Interest for the
purposes of calculation treated as referable to Class A, Class B and
Class C;
(xvii) the Controlled Accumulation Shortfall;
(xviii) the Principal Funding Investment Proceeds transferred to the Finance
Charge Collections Ledger on the related Transfer Date;
(xix) the Principal Funding Investment Shortfall on the related Transfer Date;
(xx) the amount of Class A Available Funds, Class B Available Funds and Class
C Available Funds credited to the Finance Charge Collections Ledger on
the related Transfer Date; and
(xxi) such other items as are set out in Exhibit B to this Schedule.
- 95 -
PART 7
SERIES 02-1 PAY OUT EVENTS
SERIES 02-1 PAY OUT EVENTS
For the purposes of Clause 6.2 of the Trust and Cash Management Agreement, if
any one of the following events shall occur with respect to Series 02-1:
(a) failure on the part of the Transferor (i) to make any payment or deposit
required by the terms of the RSA, 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 out in the RSA or the
Series 02-1 Supplement, which failure has a Material Adverse Effect on
the interests of the Series 02-1 Investor Beneficiary in respect of
Series 02-1 and which continues unremedied for a period of 60 days after
the date on which written notice of such failure, requiring the same to
be remedied, shall have been given to the Transferor by the Receivables
Trustee, or to the Transferor and the Receivables Trustee by the
Investor Beneficiary acting on instructions of holders of Related Debt
representing in aggregate not less than 50% of the aggregate principal
amount outstanding of Related Debt then in issue and outstanding in
respect of Series 02-1, and which unremedied continues during such 60
day period to have a Material Adverse Effect on the interests of the
Investor Beneficiary (in respect of Series 02-1) for such period;
(b) any representation or warranty made by the Transferor in the RSA or the
Series 02-1 Supplement, or any information contained in a computer file
or microfiche list required to be delivered by the Transferor pursuant
to the RSA, (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 Transferor by the Receivables Trustee, or to the
Transferor and the Receivables Trustee by the MTN Issuer acting on the
instructions of holders of not less than 50% of the aggregate principal
amount outstanding of Related Debt then in issue and outstanding in
respect of Series 02-1, and (ii) as a result of which there is a
Material Adverse Effect on the interests of the MTN Issuer (in respect
of Series 02-1) and which unremedied continues during such 60 day period
to have a Material Adverse Effect for such period; PROVIDED, HOWEVER,
that a Series 02-1 Pay Out Event pursuant to this paragraph (b) of Part
7 of the Series 02-1 Supplement shall not be deemed to have occurred
hereunder if the Transferor has complied with its obligations pursuant
to Clause 11 of the RSA, in respect of the related Receivable, or all of
such Receivables, if applicable, during such period in accordance with
the provisions of the RSA;
(c) the average Portfolio Yield for any three consecutive Monthly Periods is
less than the average Expense Rate for such period or with respect to
the period from the Closing Date to the end of the third monthly period
from the Closing Date, the average Portfolio Yield is less than the
average Expense Rate for that period;
- 96 -
(d) either:
(i) over any period of thirty consecutive days the amount of the
Transferor Interest averaged over that period is less than the
Minimum Transferor Interest for that period and the Transferor
Interest does not increase on or before the tenth Business Day
following such thirty day period to an amount such that the
average of the Transferor Interest as a percentage of the
Average Principal Receivables for such thirty day period,
computed by assuming that the amount of the increase of the
Transferor Interest prior to or including the last day of such
ten Business Day period, as compared to the Transferor
Interest on the last day of such thirty day period shall be
deemed to have existed in the Receivables Trust during each
day of such thirty day period, is at least equal to the
Minimum Transferor Interest; or
(ii) on any Record Date the aggregate amount of Eligible
Receivables is less than the Minimum Aggregate Principal
Receivables (as adjusted for any Series having a Companion
Series as described in the Supplement for such Series), and
the aggregate amount of Eligible Receivables fails to increase
to an amount equal to or greater than the Minimum Aggregate
Principal Receivables on or before the tenth Business Day
following such Record Date;
(e) any Servicer Default or Trust Cash Manager Default shall occur which
would have a Material Adverse Effect on the MTN Issuer (in respect of
Series 02-1);
(f) the Investor Interest shall not be reduced to zero on the Series 02-1
Scheduled Redemption Date;
(g) an early termination, without replacement, of any Swap Agreement shall
occur; or
(h) the MTN Issuer has or will become obligated to deduct or withhold
amounts from payments to be made in respect of the Related Debt on any
Distribution Date, for or on account of any tax assessment or other
governmental charge by any jurisdiction as a result of any change in the
laws of such jurisdiction or any political subdivision or taxing
authority thereof which change becomes effective on or after the Closing
Date
then, in the case of any event described in paragraphs (a), (b) or (e) above
after the applicable grace period set out in such subparagraphs (if any), either
the Receivables Trustee or the Investor Beneficiary by notice then given in
writing to the Transferor, the Trust Cash Manager and the Servicer (and to the
Receivables Trustee if given by the Investor Beneficiary) may declare that a pay
out event (a, "SERIES 02-1 PAY OUT EVENT") has occurred as of the date of such
notice, and in the case of any event described in paragraphs (c), (d), (f), (g)
or (h) above, a Series 02-1 Pay Out Event shall occur without any notice or
other action on the part of the Receivables Trustee or the MTN Issuer
immediately upon the occurrence of such event.
A Series Pay Out Event which occurs in respect of paragraphs (c) or (d) is a
"REGULATED AMORTISATION TRIGGER EVENT" for Series 02-1.
- 97 -
EXHIBITS TO THE SCHEDULE
EXHIBIT A-1 FORM OF CERTIFICATE
GRACECHURCH RECEIVABLES TRUSTEE LIMITED
(INCORPORATED IN JERSEY WITH REGISTERED NUMBER 75210)
[THIS CERTIFICATE SHALL BE AUTHENTICATED AND RETAINED
OUTSIDE THE UNITED KINGDOM]
RECEIVABLES TRUST
CERTIFICATE
SERIES 02-1
Evidencing an undivided interest and other interests in the trust constituted by
the Declaration of Trust and Trust Cash Management Agreement dated 23 November
1999 between Gracechurch Receivables Trustee Limited and Barclays Bank PLC (the
"TRUST AND CASH MANAGEMENT AGREEMENT") and supplemented by the Series 02-1
Supplement dated [___] 2002 to the Trust and Cash Management Agreement (the
"SUPPLEMENT")
NOT AN INTEREST IN OR OBLIGATION OF BARCLAYS BANK PLC OR
ANY AFFILIATE THEREOF.
This Certificate certifies that upon execution and authentication of this
Certificate in accordance with Clause 4 of the Trust and Cash Management
Agreement, Barclaycard Funding PLC, as holder of the Certificate became a
Beneficiary of the Receivables Trust and as such is beneficially entitled to
Trust Property in the amount and in the manner set out in the Trust and Cash
Management Agreement as supplemented by the Supplement.
Terms defined in the Master Definitions Schedule dated 23 November 1999 and in
the Supplement shall have the same meaning in this Certificate.
PLEASE NOTE THE FOLLOWING:
1. The Certificate is in registered form and evidences the beneficial
entitlement of Barclaycard Funding PLC in the Receivables Trust.
2. No transfer of this Certificate or Disposal of the beneficial
entitlement of Barclaycard Funding PLC in the Receivables Trust shall be
permitted except in accordance with Clauses 3.7(a)(iii) and 4.2(a)(ii)
of the Trust and Cash Management Agreement.
3. The entries in the Trust Certificate Register shall be conclusive in the
absence of manifest error and the Trust Cash Manager and the Receivables
Trustee shall be entitled to treat Barclaycard Funding PLC (as the
Person in whose name this Certificate is registered) as the owner hereof
and the Person beneficially entitled to Trust Property as a consequence
thereof.
- 98 -
4. Unless the Certificate of Authentication hereon has been executed by or
on behalf of the Receivables Trustee by manual signature, Barclaycard
Funding PLC shall not become beneficially entitled to Trust Property
pursuant to an [Acquisition] as the holder of this Certificate and shall
not be registered in the Trust Certificate Register as holder of this
Certificate.
IN WITNESS WHEREOF, Barclays Bank PLC has executed this Certificate as a deed.
BARCLAYS BANK PLC
By:
Name:
Title:
Date: [___]
CERTIFICATE OF AUTHENTICATION
This is the Certificate referred to in the above mentioned Trust and Cash
Management Agreement and Supplement.
GRACECHURCH RECEIVABLES TRUSTEE LIMITED
By:
Name:
Title:
Date: [___]
- 99 -
EXHIBIT A FORM OF MONTHLY STATEMENT
FORM OF MONTHLY STATEMENT
SERIES 02-1
BARCLAYS BANK PLC
AS TRUST CASH MANAGER
----------------------------------
RECEIVABLES TRUST
MONTHLY PERIOD ENDING
---------------------------------
Capitalised terms used in this Statement have their respective meanings set out
in the Trust and Cash Management Agreement dated 23 November 1999 as
supplemented by the Series 02-1 Supplement dated [___] 2002.
A. INFORMATION REGARDING THE CURRENT MONTHLY DISTRIBUTION
1. The total distribution in respect of Class A Monthly [pound]________
Principal Amount
2. The total distribution in respect of Class B Monthly [pound]________
Principal Amount
3. The total distribution in respect of Class C Monthly [pound]________
Principal Amount
4. The total amount of distribution from the Class A [pound]________
Distribution Ledger (deposited pursuant to Clause
5.10(a)(iii)
5. The total amount of distribution from the Class B [pound]________
Distribution Ledger (deposited pursuant to Clause
5.10(b)(ii))
6. The total amount of distribution from the Class C [pound]________
Distribution Ledger (deposited pursuant to Clause
5.15(f))
7. The total amount of distribution in respect of the [pound]________
Class A Trustee Payment Amount for the related
Monthly Period
8. The total amount of distribution in respect of any [pound]________
Class A Trustee Payment Amount remaining unpaid
in respect of prior Monthly Periods
- 100 -
9. The total amount of distribution in respect of the [pound]________
Class B Trustee Payment Amount for the related
Monthly Period
10. The total amount of distribution in respect of any [pound]________
Class B Trustee Payment Amount remaining unpaid
in respect of prior Monthly Periods
11. The total amount of distribution in respect of the [pound]________
Class C Trustee Payment Amount for the related
Monthly Period
12. The total amount of distribution in respect of any [pound]________
Class C Trustee Payment Amount remaining unpaid
in respect of prior Monthly Periods
13. The total amount of distribution in respect of the [pound]________
MTN Issuer Costs Amount for the related Monthly
Period
B. INFORMATION REGARDING THE CURRENT MONTHLY DISTRIBUTION FOR DISTRIBUTION
DATES DURING THE REVOLVING PERIOD, [THE CONTROLLED ACCUMULATION PERIOD
AND REGULATED AMORTISATION PERIOD ONLY]
1. The amount of the distribution in respect of the [pound]________
Class A Monthly Finance Amount
2. The amount of the distribution in respect of the [pound]________
Class B Monthly Finance Amount
3. The amount of the distribution in respect of the [pound]________
Class C Monthly Finance Amount
C. INFORMATION REGARDING THE PERFORMANCE OF THE RECEIVABLES TRUST
1. PRINCIPAL COLLECTIONS
(a) The aggregate amount of Principal [pound]________
Collections processed during the related
Monthly Period which were allocable in
respect of Class A
(b) The aggregate amount of Principal [pound]________
Collections processed during the related
Monthly Period which were allocable in
respect of Class B
(c) The aggregate amount of Principal [pound]________
- 101 -
Collections processed during the related
Monthly Period which were allocable in
respect of Class C
2. PRINCIPAL RECEIVABLES IN THE RECEIVABLES TRUST
(a) The aggregate amount of Principal [pound]________
Receivables which are Eligible Receivables
in the Receivables Trust as of the end of
the day on the last day of the related
Monthly Period (the last day of the month)
(b) The amount of Principal Receivables which [pound]________
are Eligible Receivables in the Receivables
Trust represented by the Investor Interest of
Series 02-1 as of the last day of the related
Monthly Period (the last day of the month)
(c) The amount of Principal Receivables which [pound]________
are Eligible Receivables in the Receivables
Trust represented by the Adjusted Investor
Interest of Series 02-1 as of the last day of
the related Monthly Period (the last day of
the month)
(d) The amount of Principal Receivables which [pound]________
are Eligible Receivables in the Receivables
Trust represented by the Class A Investor
Interest as of the last day of the related
Monthly Period (the last day of the month)
(e) The amount of Principal Receivables which [pound]________
are Eligible Receivables in the Receivables
Trust represented by the Class A Adjusted
Investor Interest as of the last day of the
related Monthly Period (the last day of the
month)
(f) The amount of Principal Receivables which [pound]________
are Eligible Receivables in the Receivables
Trust represented by the Class B Investor
Interest as of the last day of the related
Monthly Period (the last day of the month)
(g) The amount of Principal Receivables which [pound]________
are Eligible Receivables in the Receivables
Trust represented by the Class B Adjusted
Investor Interest as of the last day of the
related Monthly Period (the last day of the
month)
- 102 -
(h) The amount of Principal Receivables which [pound]________
are Eligible Receivables in the Receivables
Trust represented by the Class C Investor
Interest as of the last day of the related
Monthly Period (the last day of the month)
(i) The amount of Principal Receivables which [pound]________
are Eligible Receivables in the Receivables
Trust represented by the Class C Adjusted
Investor Interest as of the last day of the
related Monthly Period (the last day of the
month)
(j) The Floating Investor Percentage with ________%
respect to the related Monthly Period
(k) The Class A Floating Allocation with ________%
respect to the related Monthly Period
(l) The Class B Floating Allocation with ________%
respect to the related Monthly Period
(m) The Class C Floating Allocation with ________%
respect to the related Monthly Period
(n) The Fixed Investor Percentage with respect ________%
to the related Monthly Period
(o) The Class A Fixed Allocation with respect ________%
to the related Monthly Period
(p) The Class B Fixed Allocation with respect ________%
to the related Monthly Period
(q) The Class C Fixed Allocation with respect ________%
to the related Monthly Period
3. DELINQUENT BALANCES
The aggregate amount of outstanding balances in the Accounts which were
delinquent as of the end of the day on the last day of the related
Monthly Period:
- 103 -
========== ================================ ===================== ======================
Aggregate Percentage
Account Of Total
Balance Receivables in Trust
---------- -------------------------------- --------------------- ----------------------
(a) 30 - 59 days: [pound]________ ________%
---------- -------------------------------- --------------------- ----------------------
(b) 60 - 89 days: [pound]________ ________%
---------- -------------------------------- --------------------- ----------------------
(c) 90 - 119 days: [pound]________ ________%
---------- -------------------------------- --------------------- ----------------------
(d) 120 - 149 days: [pound]________ ________%
---------- -------------------------------- --------------------- ----------------------
(e) 150 - or more days [pound]________ ________%
---------- -------------------------------- --------------------- ----------------------
Total [pound]________ ________%
========== ================================ ===================== ======================
4. INVESTOR DEFAULT AMOUNT
(a) The Aggregate Investor Default Amount [pound]________
for the related Monthly Period
(b) The Class A Investor Default Amount for [pound]________
the related Monthly Period
(c) The Class B Investor Default Amount for [pound]________
the related Monthly Period
(d) The Class C Investor Default Amount for [pound]________
the related Monthly Period
5. INVESTOR CHARGE-OFFS [pound]________
(a) The aggregate amount of Class A Investor [pound]________
Charge-Offs for the related Monthly Period
(b) The aggregate amount of Class B Investor [pound]________
Charge-Offs for the related Monthly period
(c) The aggregate amount of Class C Investor [pound]________
Charge-Offs for the related Monthly period
(d) The aggregate amount of Class A Investor [pound]________
Charge-Offs reinstated on the related
Transfer Date
(e) The aggregate amount of Class B Investor [pound]________
Charge-Offs reinstated on the related
Transfer Date
(f) The aggregate amount of Class C Investor [pound]________
Charge-Offs reinstated on the related
Transfer Date
6. INVESTOR SERVICING FEE
(a) The amount of the Class A Servicing Fee [pound]________
payable to the Servicer for the related
Monthly Period
- 104 -
(b) The amount of the Class B Servicing Fee [pound]________
payable to the Servicer for the related
Monthly Period
(c) The amount of the Class C Servicing Fee [pound]________
payable to the Servicer for the related
Monthly Period
7. INVESTOR CASH MANAGEMENT FEE
(a) The amount of the Class A Cash [pound]________
Management Fee payable by the
Receivables Trustee to the Trust Cash
Manager for the related Monthly Period
(b) The amount of the Class B Cash [pound]________
Management Fee payable by the
Receivables Trustee to the Trust Cash
Manager for the related Monthly Period
(c) The amount of the Class C Cash [pound]________
Management Fee payable by the
Receivables Trustee to the Trust Cash
Manager for the related Monthly Period
8. REALLOCATIONS
The amount of Reallocated Class C Principal [pound]________
Collections with respect to the related Transfer Date
The amount of Reallocated Class B Principal [pound]________
Collections with respect to the related Transfer Date
9. AVAILABLE SPREAD ACCOUNT AMOUNT
The amount available to be withdrawn from the [pound]________
Spread Account as of the close of business on []
(the "TRANSFER DATE"), after giving effect to all
withdrawals, deposits and payments to be made in
respect of the related Monthly Period
10. REQUIRED SPREAD ACCOUNT AMOUNT
On the Transfer Date referred to in 9 above [pound]________
11. PRINCIPAL FUNDING ACCOUNT
(a) The Principal amount on deposit in the [pound]________
Principal Funding Account on the related
Transfer Date
- 105 -
(b) The Controlled Accumulation Shortfall [pound]________
with respect to the related Monthly Period
(c) The Principal Funding Investment Proceeds [pound]________
credited to the Finance Charge Collections
Ledger on the related Transfer Date
(d) The Principal Funding Investment Proceeds [pound]________
credited to the Finance Charge Collections
Ledger on the related Transfer Date
allocated to the Series 02-1 Beneficiary and
for the purposes of calculation treated as
referable to Class A
(e) The Principal Funding Investment Proceeds [pound]________
credited to the Finance Charge Collections
Ledger on the related Transfer Date
allocated to the Series 02-1 Beneficiary and
for the purposes of calculation treated as
referable to Class B
(f) The Principal Funding Investment Proceeds [pound]________
credited to the Finance Charge Collections
Ledger on the related Transfer Date
allocated to the Series 02-1 Beneficiary and
for the purposes of calculation treated as
referable to Class C
(g) The Principal Funding Investment Shortfall [pound]________
transferred to the Finance Charge
Collections Ledger on the related Transfer
Date
12. AVAILABLE FUNDS
(a) The amount of Class A Available Funds [pound]________
credited to the Finance Charge Collections
Ledger on the related Transfer Date
(b) The amount of Class B Available Funds [pound]________
credited to the Finance Charge Collections
Ledger on the related Transfer Date
(c) The amount of Class C Available Funds [pound]________
credited to the Finance Charge Collections
Ledger on the related Transfer Date
- 106 -
13. COLLECTIONS OF FINANCE CHARGE RECEIVABLES
(a) The aggregate amount of Finance Charge [pound]________
Collections processed during the related
Monthly Period which were allocated to the
Series 02-1 Beneficiary and for the
purposes of calculation treated as referable
to Class A
(b) The aggregate amount of Finance Charge [pound]________
Collections processed during the related
Monthly Period which were allocated to the
Series 02-1 Beneficiary and for the
purposes of calculation treated as referable
to Class B
(c) The aggregate amount of Finance Charge [pound]________
Collections processed during the related
Monthly Period which were allocated to the
Series 02-1 Beneficiary and for the
purposes of calculation treated as referable
to Class C
14. ACQUIRED INTERCHANGE
(a) The aggregate amount of Acquired [pound]________
Interchange allocable to Series 02-1 for the
related Monthly Period
(b) The aggregate amount of Acquired [pound]________
Interchange allocated to the Series 02-1
Beneficiary and for the purposes of
calculation treated as referable to Class A
the related Monthly Period
(c) The aggregate amount of Acquired [pound]________
Interchange allocated to the Series 02-1
Beneficiary and for the purposes of
calculation treated as referable to Class B
the related Monthly Period
(d) The aggregate amount of Acquired [pound]________
Interchange allocated to the Series 02-1
Beneficiary and for the purposes of
calculation treated as referable to Class C
for the related Monthly Period
15. PORTFOLIO YIELD
(a) The Portfolio Yield for the Related ___________%
Monthly Period
- 107 -
(b) The Portfolio Adjusted Yield ___________%
BARCLAYS BANK PLC,
Trust Cash Manager
By: _________________
Name:
Title:
- 108 -
EXHIBIT B FORM OF MONTHLY PAYMENT ADVICE AND NOTIFICATION TO
THE RECEIVABLES TRUSTEE
RECEIVABLES TRUST SERIES 02-1
Capitalised terms used in this certificate have their respective meanings set
out in the Master Definitions Schedule and in the Trust and Cash Management
Agreement PROVIDED, HOWEVER, that the "preceding Monthly Period" shall mean the
Monthly Period immediately preceding the calendar month in which this notice is
delivered. References herein to certain Clauses and paragraphs are references to
the respective Clauses and paragraphs of the Trust and Cash Management
Agreement. This certificate is delivered pursuant to Clause 5.10, Clause 5.11,
Clause 5.12 and Clause 5.20(a)(iv) of the Trust and Cash Management Agreement as
supplemented by the Series 02-1 Supplement.
(A) Barclays Bank PLC is the Trust Cash Manager under the Trust and Cash
Management Agreement.
(B) The undersigned is an Authorised Officer.
(C) The date of this notice is a date on or before a Transfer Date under the
Trust and Cash Management Agreement.
I. ADVICE TO MAKE A WITHDRAWAL
A. FROM AMOUNTS CREDITED TO THE FINANCE CHARGE COLLECTIONS LEDGER
Pursuant to Clause 5.10, the Trust Cash Manager hereby advises the
Receivables Trustee (i) to make a withdrawal from amounts credited to
the Finance Charge Collections Ledger in the Trustee Collection Account
on [ ], which date is a Transfer Date under the Trust and Cash
Management Agreement, in an aggregate amount set out below in respect
of the following amounts and (ii) to apply the proceeds of such
withdrawal in accordance with Clause 5.10.
1. Pursuant to Clause 5.10(a)(i):
(i) Class A Trustee Payment [pound]________
(ii) accrued and unpaid Class A Trustee Payment [pound]________
2. Pursuant to Clause 5.10(a)(ii):
(i) MTN Issuer Costs Amount [pound]________
3. Pursuant to Clause 5.10(a)(iii):
(i) Class A Monthly Finance Amount [pound]________
- 109 -
(ii) Class A Deficiency Amount [pound]________
(iii) Class A Additional Finance Amount [pound]________
4. Pursuant to Clause 5.10(a)(iv):
(i) Class A Servicing Fee [pound]________
(ii) Class A Cash Management Fee [pound]________
(iii) accrued and unpaid Class A Servicing Fee [pound]________
(iv) accrued and unpaid Class A Cash [pound]________
Management Fee
5. Pursuant to Clause 5.10(a)(v):
Class A Investor Default Amount [pound]________
6. Pursuant to Clause 5.10(a)(vi):
Portion of Excess Spread from Class A Available
Funds to be allocated and distributed as set out in
Clause 5.15 [pound]________
7. Pursuant to Clause 5.10(b)(i):
(v) Class B Trustee Payment [pound]________
(vi) accrued and unpaid Class B Trustee [pound]________
Payment
8. Pursuant to Clause 5.10(b)(ii):
(i) Class B Monthly Finance Amount [pound]________
(ii) Class B Deficiency Amount [pound]________
(iii) Class B Additional Finance Amount [pound]________
9. Pursuant to Clause 5.10(b)(iii):
(i) Class B Servicing Fee [pound]________
(ii) Class B Cash Management Fee [pound]________
(iii) accrued and unpaid Class B Servicing Fee [pound]________
(iv) accrued and unpaid Class B Cash [pound]________
Management Fee
10. Pursuant to Clause 5.10(b)(iv):
(i) portion of Excess Spread from Class B [pound]________
Available Funds to be allocated and
distributed as set out in Clause 5.15
- 110 -
11. (i) Pursuant to Clause 5.10(c)(i):
(ii) Class C Trustee Payment [pound]________
(iii) accrued and unpaid Class C Trustee [pound]________
Payment
12. Pursuant to Clause 5.10(c)(ii):
(i) Class C Servicing Fee [pound]________
(ii) Class C Cash Management Fee [pound]________
(iii) Accrued and unpaid Class C Servicing Fee [pound]________
(iv) Accrued and unpaid Class C Cash [pound]________
Management Fee
13. Pursuant to Clause 5.10(c)(iii):
(i) Portion of Excess Spread from Class C [pound]________
Available Funds to be allocated and
distributed as set out in Clause 5.15
B. FROM AMOUNTS CREDITED TO THE PRINCIPAL COLLECTIONS LEDGER
Pursuant to Clause 5.11 the Trust Cash Manager hereby advises the Receivables
Trustee (i) to make a withdrawal from amounts credited to the Principal
Collections Ledger in the Trustee Collection Account on [ ], which is a
Transfer Date under the Trust and Cash Management Agreement, in an aggregate
amount set out below in respect of the following amounts and (ii) to apply the
proceeds of such withdrawal in accordance with Clause 5.11.
1. Pursuant to Clause 5.11(a)(i);
(i) Amount to be treated as Shared Principal [pound]________
Collections
2. Pursuant to Clause 5.11(a)(ii);
(i) Amount remaining from preceding Monthly [pound]________
Period to be treated as Investor Cash
Available for [Acquisition]
3. Pursuant to Clause 5.11(b)(i) or 5.11(b)(ii):
(i) Class A Monthly Principal Amount [pound]________
4. Pursuant to Clause 5.11(b)(iii) or 5.11(b)(iv):
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(ii) Class B Monthly Principal Amount [pound]________
5. Pursuant to Clause 5.11(b)(v) or 5.11(b)(vi):
(i) Class C Monthly Principal Amount [pound]________
6. Pursuant to Clause 5.11(b)(vii) or 5.11(viii)):
(i) Amount to be treated as Shared Principal [pound]________
Collections
7. Pursuant to Clause 5.11(b)(ix):
(i) Amount remaining from preceding Monthly [pound]________
Period to be treated as Investor Cash
Available for [Acquisition]
(ii) Amount to be paid to the Transferor [pound]________
Beneficiary
(iii) Unavailable Transferor Principal [pound]________
Collections
C. FROM AMOUNTS CREDITED TO THE SPREAD ACCOUNT PURSUANT TO CLAUSE
5.19(A)(IV) (B)(1)
The Trust Cash Manager hereby advises the Receivables Trustee to make a
withdrawal from amounts credited to the Spread Account on [ ] which
date is a Transfer Date under the Trust and Cash Management Agreement,
in an aggregate amount as set out in paragraph 3 below and shall deposit
such amount in the Trustee Collection Account to the credit of the
Finance Charge Collections Ledger:
1. The Investor Percentage of Finance Charge [pound]________
Collections and Acquired Interchange allocable to
Series 02-1 credited to the Finance Charge
Collections Ledger for the preceding Monthly
Period;
2. The sum of (i) the Class A Monthly Required [pound]________
Expense Amount plus (ii) the Class B Monthly
Required Expense Amount plus (iii) the Class C
Monthly Required Expense Amount plus (iv) the
Investor Servicing Fee for the preceding Monthly
Period plus (v) the Investor Cash Management Fee
for the preceding Monthly Period plus (iv) the
Aggregate Investor Default Amount, if any, for the
preceding Monthly Period
3. The excess, if any of 2. over 1. (the "TOTAL [pound]________
WITHDRAWAL AMOUNT")
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D. FROM AMOUNTS CREDITED TO THE PRINCIPAL FUNDING ACCOUNT
The Trust Cash Manager hereby advises the Receivables Trustee (i) to
make a withdrawal of [pound][___] from amounts credited to the
Principal Funding Account on [ ] which date is a Distribution Date
under the Trust and Cash Management Agreement, and (ii) to apply the
proceeds of such withdrawal in accordance with Clause 5.11(c)(i), Clause
5.11(d)(i) and Clause 5.11(e)(i) by depositing such amount into the
Series 02-1 Distribution Account.
E. FROM AMOUNTS CREDITED TO THE CLASS A DISTRIBUTION LEDGER
The Trust Cash Manager hereby advises the Receivables Trustee (i) to
make a withdrawal from amounts credited to the Class A Distribution
Ledger on [ ] which date is a Distribution Date under the Trust and
Cash Management Agreement, in the amount as set out below in respect of
the following amounts and (ii) to apply the proceeds of such withdrawal
in accordance with the following Clauses:
1. Pursuant to Clause 5.11(c)(ii):
(i) Amount to be deposited into the Series [pound]________
02-1 Distribution Account identified for
the Series 02-1 Investor Beneficiary and
for the purposes of calculation treated as
referable to Class A
2. Pursuant to Clause 5.12(a)(i):
(i) Amount to be deposited into the Series [pound]________
02-1 Distribution Account identified for
the Series 02-1 Investor Beneficiary and
for the purposes of calculation treated as
referable to Class A
F. FROM AMOUNTS CREDITED TO THE CLASS B DISTRIBUTION LEDGER
The Trust Cash Manager hereby instructs the Receivables Trustee (i) to
make a withdrawal from amounts credited to the Class B Distribution
Ledger on [ ] which date is a Distribution Date under the Trust and
Cash Management Agreement, in the amount as set out below in respect of
the following amount and (ii) apply the proceeds of such withdrawal in
accordance with the following Clauses:
1. Pursuant to Clause 5.11(d):
(i) Amount to be deposited into the Series 02- [pound]________
1 Distribution Account identified for the
Series 02-1 Investor Beneficiary and for
the purposes of calculation treated as
referable to Class B
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2. Pursuant to Clause 5.12(a)(ii):
(i) Amount to be deposited into the Series 02- [pound]________
1 Distribution Account identified for the
Series 02-1 Investor Beneficiary and for
the purposes of calculation treated as
referable to Class B
G. FROM AMOUNTS CREDITED TO THE CLASS C DISTRIBUTION LEDGER
The Trust Cash Manager hereby advises the Receivables Trustee (i) to
make a withdrawal from amounts credited to the Class C Distribution
Ledger on [ ] which date is a Distribution Date under the Trust and
Cash Management Agreement, in the amount as set out below in respect of
the following amount and (ii) apply the proceeds of such withdrawal in
accordance with the following Clauses:
1. Pursuant to Clause 5.11(e):
(i) Amount to be deposited into the Series 02- [pound]________
1 Distribution Account identified for the
Series 02-1 Investor Beneficiary and for
the purposes of calculation treated as
referable to Class C
2. Pursuant to Clause 5.12(a)(iii):
(i) Amount to be deposited into the Series 02- [pound]________
1 Distribution Account identified for the
Series 02-1 Investor Beneficiary and for
the purposes of calculation treated as
referable to Class C
II APPLICATION
Pursuant to Clause 5.15, the Trust Cash Manager hereby advises the
Receivables Trustee to apply the Excess Spread with regard to the
related Monthly Period to make the following distributions in the
following priority:
(a) an amount equal to the Class A Required [pound]________
Amount, if any, with respect to such
Transfer Date will be used to fund the
Class A Required Amount and be allocated
and applied in accordance with,
and in the priority set out in Clause
5.10(a);
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(b) an amount equal to the aggregate amount of [pound]________
Class A Investor Charge-Offs which have
not been previously reinstated will be
utilised to reinstate the Class A Investor
Interest and be treated as a portion of
Investor Principal Collections and
credited to the Principal Collections
Ledger on such Transfer Date;
(c) an amount equal to the Class B Required [pound]________
Amount, if any, with respect to such
Transfer Date will be used to fund the
Class B Required Amount and be allocated
and applied first in accordance with, and
in the priority set out in, Clause 5.10(b)
and then any amount available to pay the
Class B Investor Default Amount shall be
allocated to the Series 02-1 Beneficiary
and for the purposes of calculation
treated as referable to Class B and
treated as a portion of Investor Principal
Collections allocated to the Series 02-1
Beneficiary Interest and for the purposes
of calculation treated as referable to
Class B and credited to the Principal
Collections Ledger on such Transfer Date;
(d) an amount equal to the aggregate amount by [pound]________
which the Class B Investor Interest has
been reduced below the Class B Initial
Investor Interest for reasons other than
the payment of principal amounts to the
Series 02-1 Investor Beneficiary and for
the purposes of calculation treated as
referable to Class B (but not in excess of
the aggregate amount of such reductions
which have not been previously reinstated)
will be utilised to reinstate the Class B
Investor Interest and treated as a portion
of Investor Principal Collections and
credited to the Principal Collections
Ledger on such Transfer Date;
(e) an amount equal to any interest payment [pound]________
due and payable on any facility entered
into by or on behalf of the MTN Issuer in
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respect of an obligation to pay stamp duty
will be allocated to the Investor Beneficiary
and paid into the Series 02-1 Distribution
Account;
(f) an amount equal to the Class C Monthly [pound]________
Finance Amount will be credited to the
Class C Distribution Ledger;
(g) an amount equal to the Class C Deficiency [pound]________
Amount will be credited to the Class C
Distribution Ledger;
(h) an amount equal to the Class C Additional [pound]________
Finance Amount will be credited to the
Class C Distribution Ledger;
(i) an amount equal to any principal due and [pound]________
repayable on any facility entered into by
or on behalf of the MTN Issuer in respect
of an obligation to pay stamp duty will be
allocated to the Investor Beneficiary and
paid into the Series 02-1 Distribution
Account;
(j) an amount equal to the aggregate amount by [pound]________
which the Class C Investor Interest has
been reduced below the Class C Initial
Investor Interest for reasons other than
the payment of principal amounts to the
Series 02-1 Investor Beneficiary and for
the purposes of calculation treated as
referable to Class C (but not in excess of
the aggregate amount of such reductions
which have not been previously reinstated)
will be utilised to reinstate the Class C
Investor Interest and treated as a portion
of Investor Principal Collections
calculated with reference to the Series
02-1 Beneficiary Interest and for the
purposes of calculation treated as
referable to Class C and credited to the
Principal Collections Ledger on such
Transfer Date;
(k) an amount equal to the Class C Investor [pound]________
Default Amount shall be calculated with
reference to the Series 02-1 Beneficiary
and for the purposes of calculation
treated as referable to Class C and
treated as a
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portion of Investor Principal Collections
calculated with reference to the Series 02-1
Beneficiary Interest and for the purposes of
calculation treated as referable to Class C
and credited to the Principal Collections
Ledger on such Transfer Date;
(l) on each Transfer Date from and after the [pound]________
Reserve Account Funding Date, but prior to
the date on which the Reserve Account
terminates as described in Clause 5.22(f),
an amount up to the excess, if any, of the
Required Reserve Amount over the Available
Reserve Account Amount shall be allocated
to the MTN Issuer and deposited into the
Reserve Account;
(m) on any Distribution Date on which the [pound]________
Available Spread Account Amount is less
than the Required Spread Amount, an amount
up to the excess, if any, of the Required
Spread Amount over the Available Spread
Account Amount will be allocated to the
Investor Beneficiary and deposited into
the Spread Account;
(n) an amount equal to the Aggregate Investor [pound]________
Indemnity Amount, if any, for the prior
Monthly Period (together with any amounts
in respect of previous Monthly Periods
which are unpaid) will be allocated to the
Investor Beneficiary and (to the extent
the Series 02-1 Investor Beneficiary and
for the purposes of calculation treated as
referable to Class A does not meet such
payment itself from other sources) paid by
the Receivables Trustee to the Transferor
whereupon such amount shall cease to be
Trust Property and shall be owned by the
Transferor absolutely;
(o) an amount equal to the Series 02-1 Extra [pound]________
Amount for such Transfer Date will be
allocated to the Investor Beneficiary and
paid into the Series 02-1 Distribution
Account whereupon such amount shall
cease to be Trust Property and shall be
owned by the Investor Beneficiary
absolutely; and
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(p) the balance, if any, after giving effect [pound]________
to the payments made pursuant to
paragraphs (a) through (o) (inclusive)
above shall be paid to the Excess Interest
Beneficiary whereupon such amount shall
cease to be Trust Property and shall be
owned by the Excess Interest Beneficiary
absolutely.
III ACCRUED AND UNPAID AMOUNTS
After giving effect to the withdrawals and transfers to be made in
accordance with this notice, the following amounts will be accrued and
unpaid with respect to all Monthly Periods preceding the current
calendar month
A. Clause 5.10(a), (b) and (c)
The aggregate amount of all Deficiency Amounts [pound]________
B. Clause 5.10
(i) the aggregate amount of all accrued and [pound]________
unpaid Investor Servicing Fees
(ii) the aggregate amount of all accrued and [pound]________
unpaid Investor Cash Management Fees
C. Clause 5.13
The aggregate amount of all unreimbursed Investor [pound]________
Charge-Offs
D. Clause 5.14
The aggregate amount of all accrued and unpaid [pound]________
Aggregate Investor Indemnity Amounts allocable to
Series 02-1
IN WITNESS WHEREOF, the undersigned has duly executed this certificate this [ ]
day of [ ], [ ]
BARCLAYS BANK PLC
By:_______________________
Name:
Title:
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EXHIBIT C SCHEDULE TO EXHIBIT B
MONTHLY SERVICER'S REPORT
MONTHLY PERIOD ENDING [ ]
RECEIVABLES TRUST SERIES 02-1
1. The aggregate amount of the Investor Percentage of [pound]________
Principal Collections
2. The aggregate amount of the Investor Percentage of [pound]________
Finance Charge Collections
[3. The aggregate amount of the Investor Percentage of [pound]________
Annual Membership Fees]
4. The aggregate amount of the Investor Percentage of [pound]________
Acquired Interchange
5. The aggregate amount of funds credited to the [pound]________
Finance Charge Collections Ledger allocable to
Series 02-1
6. The aggregate amount of funds credited to the [pound]________
Principal Collections Ledger allocable to Series 02-1
7. The aggregate amount of funds credited to the [pound]________
Principal Collections Ledger calculated as Investor
Cash Available for [Acquisition] for Series 02-1
during the preceding Monthly Period in accordance
with Clauses 5.06(a) and 5.06(b)
8. The aggregate amount to be withdrawn from the [pound]________
Finance Charge Collections Ledger and paid to the
Spread Account pursuant to Clause 5.15(f)
9. The excess, if any, of the Required Spread Amount [pound]________
over the Available Spread Amount
10. The aggregate amount to be withdrawn from the [pound]________
Spread Account and paid on behalf of Series 02-1 in
accordance with Clause 5.19(b)(iv)(A)
11. The Available Spread Amount on the Transfer Date [pound]________
of the current calendar month, after giving effect
to the deposits and withdrawals specified above, is
equal to
12. The amount of interest payable in respect of Related
Debt by the Series 02-1 Investor Beneficiary and for
the purposes of calculation treated as referable to:
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(i) Class A [pound]________
(ii) Class B [pound]________
(iii) Class C [pound]________
13. The amount of principal payable in respect of
Related Debt by the Series 02-1 Investor
Beneficiary and for the purposes of calculation
treated as referable to:
(i) Class A [pound]________
(ii) Class B [pound]________
(iii) Class C [pound]________
14. The sum of all amounts payable in respect of
Related Debt to the Series 02-1 Investor Beneficiary
and for the purposes of calculation treated as
referable to:
(i) Class A [pound]________
(ii) Class B [pound]________
(iii) Class C [pound]________
15. To the knowledge of the undersigned, no Series Pay
Out Event or Trust Pay Out Event has occurred
except as described below:
None
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this day
of
BARCLAYS BANK PLC,
By: ________________
Name:
Title:
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RECEIVABLES TRUSTEE
EXECUTED AS A DEED BY )
GRACECHURCH RECEIVABLES )
TRUSTEE LIMITED )
by its duly authorised signatory )
PROCESS AGENT
Xxxxxxxx Chance Secretaries Limited
000 Xxxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
TRANSFEROR BENEFICIARY, EXCESS INTEREST BENEFICIARY,
SERVICER, TRUST CASH MANAGER AND TRANSFEROR
EXECUTED AS A DEED BY )
BARCLAYS BANK PLC )
acting by its duly authorised attorney )
in the presence of: )
MTN ISSUER, SERIES 99-1 INVESTOR BENEFICIARY AND SERIES 02-1 INVESTOR
BENEFICIARY
EXECUTED AS A DEED BY )
BARCLAYCARD FUNDING PLC )
by )
in the presence of:
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