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XXXXX XXXX XX XXXXX XXXXXX (NATIONAL ASSOCIATION)
Transferor
FBS CARD SERVICES, INC.
Servicer
and
CITIBANK, N.A.
Trustee
on behalf of the Certificateholders
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Series 1997-1 SUPPLEMENT
Dated as of January __, 1997
to
POOLING AND SERVICING AGREEMENT
Dated as of January 1, 1997
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FIRST BANK CORPORATE CARD MASTER TRUST
Series 1997-1
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TABLE OF CONTENTS
Page
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SECTION 1. Designation; Minimum Transferor Percentage
and Minimum Trust Principal Component.............. 1
SECTION 2. Definitions........................................... 2
SECTION 3. Servicing Compensation and Assignment
of Net Interchange................................. 21
SECTION 4. Reassignment and Transfer Terms....................... 23
SECTION 5. Delivery and Payment for the Investor
Certificates....................................... 23
SECTION 6. Depository; Form of Delivery of Investor
Certificates....................................... 24
SECTION 7. Article IV of Agreement............................... 24
SECTION 4.4 Rights of Certificateholders.................... 24
SECTION 4.5 Allocations......................................25
SECTION 4.6 Determination of Monthly Interest................28
SECTION 4.7 Determination of Monthly Principal.............. 30
SECTION 4.8 Coverage of Required Amount......................32
SECTION 4.9 Monthly Allocations..............................34
SECTION 4.10 Investor Charge-Offs.............................40
SECTION 4.11 Excess Spread and
Shared Excess Yield Collections..................42
SECTION 4.12 Reallocated Principal Collections............... 44
SECTION 4.13 Shared Principal Collections.....................45
SECTION 4.14 Shared Excess Yield Collections..................46
SECTION 4.15 Interest Funding Account.........................46
SECTION 4.16 Principal Funding Account........................46
SECTION 4.17 Reserve Account..................................48
SECTION 4.18 Transferor's or Servicer's Failure
to Make a Deposit or Payment..................50
SECTION 8. Article V of the Agreement............................ 51
SECTION 5.1 Distributions....................................51
SECTION 5.2 Monthly Series 1997-1
Certificateholders' Statement.................52
SECTION 9. Early Amortization Events............................. 54
SECTION 10. Series 1997-1 Termination............................. 56
SECTION 11. Counterparts.......................................... 56
SECTION 12. Governing Law......................................... 56
SECTION 13. No Petition........................................... 57
i
SECTION 14. Tax Representation and Covenant....................... 57
EXHIBITS
EXHIBIT A-1 Form of Class A Certificate
EXHIBIT A-2 Form of Class B Certificate
EXHIBIT B Form of Monthly Payment Instructions
and Notification to the Trustee
EXHIBIT C Form of Series 1997-1 Certificateholders'
Statement
ii
Series 1997-1 SUPPLEMENT, dated as of January __, 19976 (this
"Series Supplement"), among FIRST BANK OF SOUTH DAKOTA (NATIONAL ASSOCIATION), a
national banking association, as Transferor, FBS CARD SERVICES, INC., a
Minnesota corporation, as Servicer, and CITIBANK, N.A., as Trustee under the
Pooling and Servicing Agreement, dated as of January 1, 1997, among First Bank
of South Dakota (National Association), FBS Card Services, Inc.
and the Trustee (the "Agreement").
Pursuant to this Series Supplement, the Transferor and the Trust
shall create a Series of Investor Certificates and shall specify the Principal
Terms thereof.
SECTION 1. Designation; Minimum Transferor Percentage and Minimum
Trust Principal Component. (a) There is hereby created a Series of Investor
Certificates to be issued in two Classes pursuant to the Agreement and this
Series Supplement and to be known together as the "Series 1997-1 Certificates."
The two Classes shall be designated the Class A __% Asset Backed Certificates,
Series 1997-1 (the "Class A Certificates") and the Class B __% Asset Backed
Certificates, Series 1997-1 (the "Class B Certificates"). The Class A
Certificates and the Class B Certificates shall be substantially in the form of
Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created
a third Class of an uncertificated interest in the Trust which shall be deemed
to be an "Investor Certificate" for all purposes under the Agreement and this
Series Supplement, except as expressly provided herein, and which shall be known
as the Collateral Investor Interest, Series 1997-1 (the "Collateral Investor
Interest").
(b) The Collateral Interest Holder, as holder of an "Investor
Certificate" under the Agreement, shall be entitled to the benefits of the
Agreement and this Series Supplement upon payment by the Collateral Interest
Holder of amounts owing on the Closing Date pursuant to the Loan Agreement.
Notwithstanding the foregoing, except as expressly provided herein, the
provisions of Article VI and Article XII of the Agreement relating to the
registration, authentication, delivery, presentation, cancellation and surrender
of Registered Certificates and the Opinion of Counsel described in Section
6.9(b)(d)(i)
shall not be applicable to the Collateral Investor Interest.
(c) The Minimum Transferor Percentage applicable to Series 1997-1 shall
be __%. The Minimum Trust Principal Component with respect to the Series 1997-1
shall be $_______.
SECTION 2. Definitions.
In the event that any term or provision contained herein shall
conflict with or be inconsistent with any provision contained in the Agreement,
the terms and provisions of this Series Supplement shall govern. All Article,
Section or subsection references herein shall mean Articles, Sections or
subsections of the Agreement, except as otherwise provided herein. All
capitalized terms not otherwise defined herein are defined in the Agreement.
Each capitalized term defined herein shall relate only to the Investor
Certificates and no other Series of Certificates issued by the Trust.
"Accumulation Period" shall mean, unless an Early Amortization Event
shall have occurred prior thereto, the period commencing at the close of
business on the last day of the ______ ____ Collection Period, or such later
date as is determined in accordance with subsection 4.9(f) and ending on the
first to occur of (a) the commencement of the Early Amortization Period, (b) the
payment in full of the Invested Amount or (c) the Series 1997-1 Termination
Date.
"Accumulation Period Factor" shall mean, for each Collection Period,
a fraction, the numerator of which is equal to the sum of the initial invested
amounts (or other amounts specified in the applicable Supplement) of all
outstanding Series, and the denominator of which is equal to the sum of (a) the
Initial Invested Amount, (b) the initial invested amounts (or other amounts
specified in the applicable Supplement) of all outstanding Series (other than
Series 1997-1) which are not expected to be in their revolving periods, and (c)
the initial invested amounts (or other amounts specified in the applicable
Supplement) of all other outstanding Series which are not allocating Shared
Principal Collections to other Series and are in their revolving periods.
2
"Accumulation Period Length" shall have the meaning assigned such
term in subsection 4.9(f).
"Adjusted Invested Amount" shall mean, with respect to any date of
determination, an amount equal to the sum of (a) the Class A Adjusted Invested
Amount and (b) the Class B Invested Amount and (c) the Collateral Invested
Amount.
"Available Investor Principal Collections" shall mean with respect
to any Collection Period, an amount equal to (a) the Investor Principal
Collections for such Collection Period, minus (b) the amount of Reallocated
Principal Collections with respect to such Collection Period which pursuant to
Section 4.12 are required to fund the Class A Required Amount and the Class B
Required Amount, plus (c) the amount of any Shared Principal Collections that
are allocated to Series 1997-1 in accordance with subsection 4.13(b).
"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 (after taking into account any interest and earnings retained in the
Reserve Account pursuant to subsection 4.16(b) on such date, but before giving
effect to any deposit made or to be made pursuant to subsection 4.11(j) to the
Reserve Account on such date) and (b) the Required Reserve Account Amount.
"Class A Additional Interest" shall have the meaning specified in
subsection 4.6(a).
"Class A Adjusted Invested Amount" shall mean, with respect to any
date of determination, an amount equal to the Class A Invested Amount on such
date of determination minus the Principal Funding Account Balance
on such date of determination.
"Class A Available Funds" shall mean, with respect to any Collection
Period, an amount equal to the sum of (a) the Class A Floating Percentage of
Yield Collections (including net investment earnings on funds on deposit in the
Excess Funding Account) deposited in the Collection Account for such Collection
Period (or to be deposited in the Collection Account on the related Transfer
Date with respect to the preceding Collection
3
Period pursuant to the third paragraph of subsection 4.3(a) of the Agreement and
subsection 3(b) of this Series Supplement), excluding the portion of Yield
Collections attributable to Net Interchange that is allocable to Servicer
Interchange, (b) if such Collection Period relates to a Distribution Date that
occurs on or prior to the payment in full of the Class A Invested Amount, the
Principal Funding Investment Proceeds arising pursuant to subsection 4.16(b), if
any, with respect to the related Transfer Date and (c) amounts, if any, to be
withdrawn from the Reserve Account which will be deposited into the Collection
Account on the related Transfer Date pursuant to subsections 4.17(b) and
4.17(d).
"Class A Certificateholder" shall mean the Person in whose name a
Class A Certificate is registered in the Certificate Register.
"Class A Certificate Rate" shall mean a per annum rate equal to
_____% per annum. Interest with respect to the Class A Certificates shall be
computed on the basis of a 360-day year consisting of twelve 30-day months for
all purposes of this Series Supplement and the Agreement.
"Class A Certificates" shall mean any of the certificates executed
by the Transferor and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-1 hereto.
"Class A Deficiency Amount" shall have the meaning specified in
subsection 4.6(a).
"Class A Expected Final Payment Date" shall mean the
________________ Distribution Date.
"Class A Fixed Percentage" shall mean, with respect to any
Collection Period following the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator of which
is the Class A Invested Amount as of the close of business on the last day of
the Revolving Period and the denominator of which is equal to the greater of (i)
the Trust Principal Component as of the close of business on the last day of the
immediately preceding Collection Period and (ii) the sum of the numerators used
to calculate the allocation percentages with respect to Principal
4
Collections for all Series outstanding as of the date on which such
determination is being made.
"Class A Floating Percentage" shall mean, with respect to any
Collection Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Class A Adjusted
Invested Amount as of the close of business on the last day of the immediately
preceding Collection Period (or, with respect to the first Collection Period
applicable to Series 1997-1, the Class A Initial Invested Amount) and the
denominator of which is equal to the greater of (i) the Trust Principal
Component as of the close of business on the last day of the immediately
preceding Collection Period and (ii) the sum of the numerators used to calculate
the allocation percentages with respect to Yield Collections and Defaulted
Receivables for all Series outstanding as of the date on which such
determination is being made.
"Class A Initial Invested Amount" shall mean the aggregate initial
principal balance of the Class A Certificates, which is $___________.
"Class A Invested Amount" shall mean, on any date of determination,
an amount equal to (a) the Class A Initial Invested Amount, minus (b) the
aggregate amount of principal payments made to the Class A Certificateholders
prior to such date, minus (c) the aggregate amount of unreimbursed Class A
Investor Charge-Offs for all prior Transfer Dates; provided, however, that the
Class A Invested Amount may not be reduced below zero.
"Class A Investor Charge-Offs" shall have the meaning specified in
subsection 4.10(a).
"Class A Investor Default Amount" shall mean, with respect to each
Transfer Date, an amount equal to the product of (a) the Investor Default Amount
for the related Collection Period and (b) the Class A Floating Percentage
applicable during the related Collection Period.
"Class A Investor Percentage" shall mean, with respect to any
Collection Period, (a) with respect to Yield Collections and Defaulted
Receivables at any time and Principal Collections during the Revolving Period,
5
the Class A Floating Percentage and (b) with respect to Principal Collections
during the Accumulation Period or the Early Amortization Period, the Class A
Fixed Percent-
age.
"Class A Monthly Interest" shall mean the monthly interest
distributable in respect of the Class A Certificates as calculated in accordance
with subsection 4.6(a).
"Class A Monthly Principal" shall mean the monthly principal
distributable in respect of the Class A Certificates as calculated in accordance
with subsection 4.7(a).
"Class A Required Amount" shall have the meaning specified in
subsection 4.8(a).
"Class A Servicing Fee" shall have the meaning specified in
subsection 3(a).
"Class B Additional Interest" shall have the meaning specified in
subsection 4.6(b).
"Class B Available Funds" shall mean, with respect to any Collection
Period, an amount equal to the Class B Floating Percentage of Yield Collections
(including net investment earnings on funds on deposit in the Excess Funding
Account) deposited in the Collection Account for such Collection Period (or to
be deposited in the Collection Account on the related Transfer Date with respect
to the preceding Collection Period pursuant to the third paragraph of subsection
4.3(a) of the Agreement and subsection 3(b) of this Series Supplement),
excluding the portion of Yield Collections attributable to Net Interchange that
is allocable to Servicer Interchange.
"Class B Certificateholder" shall mean the Person in whose name a
Class B Certificate is registered in the Certificate Register.
"Class B Certificate Rate" shall mean a per annum rate equal to
_____% per annum. Interest with respect to the Class B Certificates shall be
computed on the basis of a 360-day year consisting of twelve 30-day months for
all purposes of this Series Supplement and the Agreement.
6
"Class B Certificates" shall mean any of the certificates executed
by the Transferor and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-2 hereto.
"Class B Deficiency Amount" shall have the meaning specified in
subsection 4.6(b).
"Class B Expected Final Payment Date" shall mean the
_________________ Distribution Date.
"Class B Fixed Percentage" shall mean, with respect to any
Collection Period following the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator of which
is the Class B Invested Amount as of the close of business on the last day of
the Revolving Period and the denominator of which is equal to the greater of (i)
the Trust Principal Component as of the close of business on the last day of the
immediately preceding Collection Period and (ii) the sum of the numerators used
to calculate the allocation percentages with respect to Principal Collections
for all Series outstanding as of the date on which such determination is being
made.
"Class B Floating Percentage" shall mean, with respect to any
Collection Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Class B Invested
Amount as of the close of business on the last day of the immediately preceding
Collection Period (or, with respect to the first Collection Period applicable to
Series 1997-1, the Class B Initial Invested Amount) and the denominator of
which is equal to the greater of (i) the Trust Principal Component as of the
close of business on the last day of the immediately preceding Collection Period
and (ii) the sum of the numerators used to calculate allocation percentages with
respect to Yield Collections and Defaulted Receivables for all Series
outstanding as of the date on which such determination is being made.
"Class B Initial Invested Amount" shall mean the aggregate initial
principal balance of the Class B Certificates, which is $__________.
"Class B Invested Amount" shall mean, on any date of determination,
an amount equal to (a) the Class B
7
Initial Invested Amount, minus (b) the aggregate amount of principal payments
made to the Class B Certificateholders prior to such date, minus (c) the
aggregate amount of Class B Investor Charge-Offs for all prior Transfer Dates,
minus (d) the amount of the Reallocated Class B Principal Collections allocated
pursuant to subsection 4.12(a) on all prior Transfer Dates for which the
Collateral Invested Amount has not been reduced, minus (e) an amount equal to
the amount by which the Class B Invested Amount has been reduced on all prior
Transfer Dates pursuant to subsection 4.10(a), plus (f) the aggregate amount of
Excess Spread and Shared Excess Yield Collections allocated and available on all
prior Transfer Dates pursuant to subsection 4.11(e), for the purpose of
reimbursing amounts deducted pursuant to the foregoing clauses (c), (d) and (e);
provided, however, that the Class B Invested Amount may not be reduced below
zero.
"Class B Investor Charge-Offs" shall have the meaning specified in
subsection 4.10(b).
"Class B Investor Default Amount" shall mean, with respect to each
Transfer Date, an amount equal to the product of (a) the Investor Default Amount
for the related Collection Period and (b) the Class B Floating Percentage
applicable during the related Collection Period.
"Class B Investor Percentage" shall mean, with respect to any
Collection Period, (a) with respect to Yield Collections and Defaulted
Receivables at any time or Principal Collections during the Revolving Period,
the Class B Floating Percentage and (b) with respect to Principal Collections
during the Accumulation Period or the Early Amortization Period, the Class B
Fixed Percentage.
"Class B Monthly Interest" shall mean the monthly interest
distributable in respect of the Class B Certificates as calculated in accordance
with subsection 4.6(b).
"Class B Monthly Principal" shall mean the monthly principal
distributable in respect of the Class B Certificates as calculated in accordance
with subsection 4.7(b).
8
"Class B Required Amount" shall have the meaning specified in
subsection 4.8(b).
"Class B Servicing Fee" shall have the meaning specified in
subsection 3(a).
"Closing Date" shall mean January __, 1997.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Collateral Available Funds" shall mean, with respect to any
Collection Period, an amount equal to the Collateral Floating Percentage of
Yield Collections (including net investment earnings on funds on deposit in the
Excess Funding Account) deposited in the Collection Account for such Collection
Period (or to be deposited in the Collection Account on the related Transfer
Date with respect to the preceding Collection Period pursuant to the third
paragraph of subsection 4.3(a) of the Agreement and subsection 3(b) of this
Series Supplement), excluding the portion of Yield Collections attributable to
Net Interchange that is allocable to Servicer Interchange.
"Collateral Charge-Offs" shall have the meaning specified in
subsection 4.10(c).
"Collateral Default Amount" shall mean, with respect to any Transfer
Date, an amount equal to the product of (a) the Investor Default Amount for the
related Collection Period and (b) the Collateral Floating Percentage applicable
during the related Collection Period.
"Collateral Fixed Percentage" shall mean, with respect to any
Collection Period following the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator of which
is the Collateral Invested Amount as of the close of business on the last day of
the Revolving Period and the denominator of which is equal to the greater of (i)
the Trust Principal Component as of the close of business on the last day of the
immediately preceding Collection Period and (ii) the sum of the numerators used
to calculate the allocation percentages with respect to Principal Collections
for all Series outstanding as of the date on which such determination is being
made.
9
"Collateral Floating Percentage" shall mean, with respect to any
Collection Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Collateral Invested
Amount as of the close of business on the last day of the immediately preceding
Collection Period (or, with respect to the first Collection Period applicable to
Series 1997-1, the Collateral Initial Invested Amount) and the denominator of
which is equal to the greater of (i) the Trust Principal Component as of the
close of business on the last day of the immediately preceding Collection Period
and (ii) the sum of the numerators used to calculate the allocation percentages
with respect to Yield Collections and Defaulted Receivables for all Series
outstanding as of the date on which such determination is being made.
"Collateral Initial Invested Amount" shall mean the aggregate
initial principal balance of the Collateral Investor Interest, which is
$__________.
"Collateral Interest Holder" shall mean the entity so designated in
the Loan Agreement.
"Collateral Invested Amount" shall mean, on any date of
determination, an amount equal to (a) the Collateral Initial Invested Amount,
minus (b) the aggregate amount of principal payments made to the Collateral
Interest Holder prior to such date, minus (c) the aggregate amount of Collateral
Charge-Offs for all prior Transfer Dates, minus (d) the amount of Reallocated
Collateral Principal Collections allocated pursuant to subsections 4.12(a) and
(b) on all prior Transfer Dates, minus (e) an amount equal to the amount by
which the Collateral Invested Amount has been reduced on all prior Transfer
Dates pursuant to subsections 4.10(a) and (b), and plus (f) the aggregate amount
of Excess Spread and Shared Excess Yield Collections allocated and available on
all prior Transfer Dates pursuant to subsection 4.11(i) for the purpose of
reimbursing amounts deducted pursuant to the foregoing clauses (c), (d) and (e);
provided, however, that the Collateral Invested Amount may not be reduced below
zero.
"Collateral Investor Interest" shall have the meaning specified in
the recitals hereto.
10
"Collateral Investor Record Date" shall mean, with respect to any
Distribution Date, the last Business Day of the calendar month immediately
preceding such Distribution Date.
"Collateral Monthly Interest" shall mean the monthly interest
distributable in respect of the Collateral Investor Interest as calculated in
accordance with subsection 4.6(c).
"Collateral Monthly Principal" shall mean the monthly principal
distributable in respect of the Collateral Investor Interest as calculated in
accordance with subsection 4.7(c).
"Collateral Percentage" shall mean, with respect to any Collection
Period, (a) with respect to Yield Collections and Defaulted Receivables at any
time or Principal Collections during the Revolving Period, the Collateral
Floating Percentage and (b) with respect to Principal Collections during the
Accumulation Period or the Early Amortization Period, the Collateral Fixed
Percentage.
"Collateral Rate" shall mean, for any Interest Period, the rate
specified in the Loan Agreement. Interest with respect to the Collateral
Investor Interest shall be computed on the basis of a 360-day year consisting of
twelve 30-day months for all purposes of this Series Supplement, the Agreement
and the Loan Agreement.
"Collateral Servicing Fee" shall have the meaning specified in
subsection 3(a).
"Collection Period" shall have the meaning specified in the
Agreement, except that the first Collection Period with respect to the Investor
Certificates shall begin on and include the Closing Date and shall end on and
include December 31, 1996.
"Controlled Accumulation Amount" shall mean (a) for any Transfer
Date with respect to the Accumulation Period prior to the payment in full of the
Class A Invested Amount, $[1/2 of the Class A Initial Invested Amount];
provided, however, that if the Accumulation Period Length is determined to be
less than two (2) months pursuant to subsection 4.9(f), the Controlled
11
Accumulation Amount for each Transfer Date with respect to the Accumulation
Period prior to the payment in full of the Class A Invested Amount will be equal
to $[the Class A Initial Invested Amount], and (b) for any Transfer Date with
respect to the Accumulation Period after payment in full of the Class A Invested
Amount, an amount equal to the Class B Invested Amount on such Transfer Date.
"Controlled Deposit Amount" shall mean, for any Transfer Date with
respect to the Accumulation Period, an amount equal to the sum of the Controlled
Accumulation Amount for such Transfer Date and any Deficit Controlled
Accumulation Amount for the immediately preceding Transfer Date.
"Covered Amount" shall mean, for any Transfer Date with respect to
the Accumulation Period or the first Special Payment Date of the Early
Amortization Period, an amount equal to one-twelfth (1/12) of the product of (a)
the Class A Certificate Rate and (b) the Principal Funding Account Balance, if
any, as of the Record Date preceding such Transfer Date.
"Cumulative Series Principal Shortfall" shall mean the sum of the
Series Principal Shortfalls (as such term is defined in each of the related
Series Supplements) for each Series.
"Cumulative Series Yield Shortfall" shall mean the sum of the Series
Yield Shortfalls (as such term is defined in each of the related Supplements,
including this Series Supplement) for each Series.
"Daily Principal Shortfall" shall mean, on any date of
determination, the excess of the Monthly Principal Payment for the Collection
Period relating to such date over the month to date amount of Principal
Collections processed for such Collection Period allocable to investor
certificates of all outstanding Series, not subject to reallocation, which are
on deposit or to be deposited in the Collection Account on such date.
"Deficiency Amount" shall mean, at any time of determination, the
sum of the Class A Deficiency Amount and the Class B Deficiency Amount.
12
"Deficit Controlled Accumulation Amount" shall mean (a) on the first
Transfer Date with respect to the Accumulation Period, the excess, if any, of
the Controlled Accumulation Amount for such Transfer Date over the amount
distributed from the Collection Account pursuant to subsection 4.9(e)(i) with
respect to the Class A Certificates for such Transfer Date and (b) on each
subsequent Transfer Date with respect to the Accumulation Period, the excess, if
any, of the Controlled Deposit Amount for such subsequent Transfer Date over the
amount distributed from the Collection Account pursuant to subsection 4.9(e)(i)
with respect to the Class A Certificates for such subsequent Transfer Date.
"Distribution Date" shall mean January __, 1997 and the ___ of each
calendar month thereafter, or if any such ____ day is not a Business Day, the
next succeeding Business Day.
"Early Amortization Commencement Date" shall mean the date on which
a Trust Early Amortization Event is deemed to occur pursuant to Section 9.1 of
the Agreement or a Series Early Amortization Event is deemed to occur pursuant
to Section 9 hereof.
"Early Amortization Period" shall mean the Amortization Period
commencing on the Early Amortization Commencement Date and ending on the earlier
of (a) the date on which the Invested Amount has been paid in full and (b) the
Series 1997-1 Termination Date.
"Enhancement" shall mean (a) with respect to the Class A
Certificates, the subordination of the Class B Certificates and the Collateral
Investor Interest, and (b) with respect to the Class B Certificates the
subordination of the Collateral Investor Interest.
"Enhancement Provider" shall mean the Collateral Interest Holder.
"Enhancement Surplus" shall have the meaning set forth in subsection
4.7(c)(i).
"Excess Principal Funding Investment Proceeds" shall mean, with
respect to each Transfer Date relating to the Accumulation Period, the amount,
if any, by which
13
the Principal Funding Investment Proceeds for such Transfer Date exceeds the
Covered Amount determined on 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 subsections 4.9(a)(iv), 4.9(b)(iii) and 4.9(c)(ii).
"Fixed Allocation Percentage" shall mean, with respect to any
Collection Period, the sum of the Class A Fixed Percentage, the Class B Fixed
Percentage and the Collateral Fixed Percentage for such Collection Period.
"Floating Allocation Percentage" shall mean, with respect to any
Collection Period, the sum of the Class A Floating Percentage, the Class B
Floating Percentage and the Collateral Floating Percentage for such Collection
Period.
"Initial Invested Amount" shall mean $_______________.
"Interest Funding Account" shall have the meaning set forth in
subsection 4.15(a).
"Interest Payment Date" shall mean the ___ day of June and December
of each year, commencing June __, 1997 (or, if any such day is not a Business
Day, the next succeeding Business Day) and the Class A Expected Final Payment
Date with respect to the Class A Certificates and the Class B Expected Final
Payment Date with respect to the Class B Certificates.
"Interest Period" shall mean, (i) with respect to any Interest
Payment Date or the first Special Payment Date, the period from and including
the ___ day of the calendar month in which the previous Interest Payment Date
occurred through the day preceding the ___ day of the calendar month in which
such Interest Payment Date or first Special Payment Date occurs, except that the
initial Interest Period shall be the period from and including the Closing Date
through the day preceding the earlier of the first Interest Payment Date or the
first Special Payment Date and (ii) with respect to any other Special Payment
Date, the period from and including the ___ day of the calendar month in which
the previous
14
Special Payment Date occurred through the day preceding the ___ day of the
calendar month in which such Special Payment Date occurs.
"Invested Amount" shall mean, on any date of determination, an
amount equal to the sum of (a) the Class A Invested Amount, (b) the Class B
Invested Amount and (c) the Collateral Invested Amount, each as of such date.
"Investor Certificateholder" shall mean (a) with respect to the
Class A Certificates, the holder of record of a Class A Certificate, (b) with
respect to the Class B Certificates, the holder of record of a Class B
Certificate and (c) with respect to the Collateral Investor Interest, the
Collateral Interest Holder.
"Investor Certificates" shall mean the Class A Certificates, the
Class B Certificates and the Collateral Investor Interest.
"Investor Default Amount" shall mean, with respect to any Collection
Period, an amount equal to the product of (a) the Floating Allocation Percentage
with respect to such Collection Period and (b) the amount of Defaulted
Receivables for such Collection Period.
"Investor Percentage" shall mean for any Collection Period, (a) with
respect to Yield Collections and Defaulted Receivables at any time and Principal
Collections during the Revolving Period, the Floating Allocation Percentage and
(b) with respect to Principal Collections during the Accumulation Period or the
Early Amortization Period, the Fixed Allocation Percentage.
"Investor Principal Collections" shall mean, with respect to any
Collection Period, the sum of (a) the aggregate amount deposited into the
Collection Account for such Collection Period pursuant to subsections
4.5(a)(ii), (iii) and (iv), 4.5(b)(ii), (iii) and (iv) or 4.5(c)(ii), in each
case, as applicable to such Collection Period and (b) the aggregate amount to be
treated as Investor Principal Collections pursuant to subsections 4.9(a)(iii)
and 4.11(a) (to the extent allocable to the Class A Investor Default Amount),
(b), (d), (e), (h) and (i) for such Collection Period (other than such amount
paid from Reallocated Principal Collections).
15
"Loan Agreement" shall mean the agreement among the Transferor, the
Trustee, the Servicer and the Collateral Interest Holder, dated as of January
__, 1997, as amended or modified from time to time.
"Monthly Investor Servicing Fee shall have the meaning specified in
subsection 3(a).
"Monthly Principal Payment" shall mean with respect to any
Collection Period, for all Series (including Series 1997-1) which are in an
Amortization Period or Accumulation Period (as such terms are defined in the
related Supplements for all Series), the sum of (a) the Controlled Distribution
Amount for the related Transfer Date for any Series in its Controlled
Amortization Period (as such terms are defined in the related Supplements for
all Series), (b) the Controlled Deposit Amount for the related Transfer Date for
any Series in its Accumulation Period, if applicable (as such terms are defined
in the related Supplements for all Series), (c) the Invested Amount as of the
end of the prior Collection Period taking into effect any payments to be made on
the following Distribution Date for any Series in its Principal Amortization
Period or Early Amortization Period (as such terms are defined in the related
Supplements for all Series), (d) the excess of the Collateral Invested Amount as
of the Transfer Date occurring in such Collection Period over the Required
Collateral Invested Amount for the related Transfer Date, assuming no Deficit
Controlled Accumulation Amount and (e) such other amounts as may be specified in
the related Supplements for all Series.
"Net Servicing Fee Rate" shall mean (a) so long as the Transferor or
an Affiliate thereof is the Servicer, [1]% per annum and (b) if the Transferor
or an Affiliate thereof is no longer the Servicer, [2]% per annum.
"Principal Funding Account" shall have the meaning set forth in
subsection 4.16(a).
"Principal Funding Account Balance" shall mean, with respect to any
date of determination, the principal amount, if any, of funds on deposit in the
Principal Funding Account on such date of determination.
16
"Principal Funding Investment Proceeds" shall mean, with respect to
each Transfer Date, 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 relating to the Accumulation Period, the amount, if any, by
which the Principal Funding Investment Proceeds for such Transfer Date is less
than the Covered Amount determined as of
such Transfer Date.
"Rating Agency" shall mean Xxxxx'x, Standard & Poor's and Fitch.
"Rating Agency Condition" shall mean the notification in writing by
each Rating Agency that an action will not result in any Rating Agency reducing
or withdrawing its then existing rating of the investor certificates of any
outstanding Series or class of a Series with respect to which it is a Rating
Agency.
"Reallocated Class B Principal Collections" shall mean, with respect
to any Transfer Date, Principal Collections applied in accordance with
subsection 4.12(a) in an amount not to exceed the product of (a) the Class B
Investor Percentage with respect to the Collection Period relating to such
Transfer Date and (b) the amount of Principal Collections with respect to the
Collection Period relating to such Transfer Date; provided however, that such
amount shall not exceed the Class B Invested Amount after giving effect to any
Class B Investor Charge-Offs for such Transfer Date.
"Reallocated Collateral Principal Collections" shall mean, with
respect to any Transfer Date, Principal Collections applied in accordance with
subsections 4.12(a) and (b) in an amount not to exceed the product of (a) the
Collateral Percentage with respect to the Collection Period relating to such
Transfer Date and (b) the amount of Principal Collections with respect to the
Collection Period relating to such Transfer Date; provided however, that such
amount shall not exceed the Collateral Invested Amount after giving effect to
any Collateral Charge-Offs for such Transfer Date.
17
"Reallocated Principal Collections" shall mean the sum of (a)
Reallocated Class B Principal Collections and (b) Reallocated Collateral
Principal Collections.
"Record Date" shall mean, with respect to any Interest Payment Date
or Special Payment Date, the last Business Day of the calendar month immediately
preceding such Interest Payment Date or Special Payment Date.
"Required Accumulation Factor Number" shall be equal to a fraction,
rounded upwards 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 Accounts, expressed as a decimal, for the twelve (12) months preceding
the date of such calculation.
"Required Collateral Invested Amount" shall mean, with respect to
any Transfer Date, an amount equal to ___% of the sum of the Class A Adjusted
Invested Amount and the Class B Invested amount as of such Transfer Date (after
giving effect to deposits into the Principal Funding Account on such Transfer
Date and payments to be made on the related Distribution Date); provided, that
from and after the occurrence of an Early Amortization Event, the Required
Collateral Invested Amount shall equal the Required Collateral Invested Amount
on the Transfer Date immediately preceding the occurrence of such Early
Amortization Event.
"Required Reserve Account 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 outstanding principal balance of the Class A Certificates or (b)
any other amount designated by the Transferor, provided that if such designation
is of a lesser amount, the Transferor shall (i) provide the Servicer, the
Collateral Interest Holder and the Trustee with written confirmation that the
Rating Agency Condition shall have been satisfied and (ii) deliver to the
Trustee a certificate of an authorized officer to the effect that, based on the
facts known to such officer at such time, in the reasonable belief of the
Transferor, such designation will not cause an Early Amortization Event or an
event that, after the giving of notice or the lapse of time, would cause an
Early Amortization Event to occur with respect to Series 1997-1.
18
"Reserve Account" shall have the meaning specified in subsection
4.17(a).
"Reserve Account Funding Date" shall mean the Transfer Date with
respect to the Collection Period which commences no later than three (3) months
prior to the commencement of the Accumulation Period, or such earlier date as
the Servicer may determine.
"Reserve Account Surplus" shall mean, as of any Transfer Date
following the Reserve Account Funding Date, the amount, if any, by which the
amount on deposit in the Reserve Account exceeds the Required Reserve Account
Amount.
"Reserve Draw Amount" shall have the meaning specified in subsection
4.17(c).
"Revolving Period" shall mean the period from and including the
Closing Date to, but not including, the earlier of (a) the day the Accumulation
Period commences and (b) the Early Amortization Commencement Date.
"Series 1997-1" shall mean the Series of the First Bank Corporate
Card Master Trust represented by the Investor Certificates.
"Series 1997-1 Certificateholders" shall mean the holder of record
of a Series 1997-1 Certificate.
"Series 1997-1 Certificates" shall mean the Class A Certificates and
the Class B Certificates.
"Series 1997-1 Termination Date" shall mean the earliest to occur of
(a) the Distribution Date on which the Invested Amount is paid in full, (b) the
______ ____ Distribution Date and (c) the Trust Termination Date.
"Series Early Amortization Events" shall mean the Early Amortization
Events specified in Section 9 of this Series Supplement.
"Series Principal Shortfall" shall mean with respect to any Transfer
Date, the excess, if any, of (a) (i) with respect to any Transfer Date relating
to the Accumulation Period, the sum of (A) the Controlled Deposit Amount for
such Transfer Date and (B) the excess, if
19
any, of the Collateral Invested Amount for such Transfer Date over the Required
Collateral Invested Amount for such Transfer Date and (ii) with respect to any
Transfer Date during the Early Amortization Period, the Adjusted Invested Amount
over (b) the Investor Principal Collections minus the Reallocated Principal
Collections for such Transfer Date.
"Series Servicing Fee Rate" shall mean [2]%.
"Series Yield Shortfall" shall mean, with respect to any Transfer
Date, the excess, if any, of the amount distributable pursuant to subsections
4.11(a)-(j) over Excess Spread.
"Servicer Interchange" shall mean, for any Collection Period, the
portion of Yield Collections allocated to the Investor Certificates and
deposited in the Collection Account with respect to such Collection Period that
is attributable to Net Interchange; provided, however, that Servicer Interchange
for a Collection Period shall not exceed one-twelfth (1/12) of the product of
(i) the Servicing Base Amount and (ii) [1]%.
"Servicing Base Amount" shall mean, with respect to any Transfer
Date, the Adjusted Invested Amount as of the last day of the second preceding
Collection Period.
"Shared Excess Yield Collections" shall mean, with respect to any
Transfer Date, either (a) the amount described in subsection 4.11(k) allocated
to the Investor Certificates but available to cover shortfalls in amounts
payable from Yield Collections allocated to other Series, if any, or (b) the
aggregate amount of Yield Collections allocable to other Series in excess of the
amounts necessary to make required payments with respect to such Series, if any,
and available to cover shortfalls with respect to the Investor Certificates in
accordance with subsection 4.14(b).
"Shared Principal Collections" shall mean, with respect to any
Transfer Date, either (a) the amount allocated to the Investor Certificates
which may be applied to the Series Principal Shortfall with respect to other
outstanding Series or (b) the sum of the Excess Funding Amount, with respect to
any Transfer Date, and the aggre-
20
gate amounts allocated to the investor certificates of other Series which the
applicable Supplements for such Series specify are to be treated as "Shared
Principal Collections" and which may be applied to cover the Series Principal
Shortfall with respect to the Investor Certificates.
"Special Payment Date" shall mean each Distribution Date from and
after the occurrence of an Early Amortization Event.
SECTION 3. Servicing Compensation and Assignment of Net Interchange.
(a) The share of the Servicing Fee allocable to Series 1997-1 with respect to
any Transfer Date (the "Monthly Investor Servicing Fee") shall be equal to
one-twelfth (1/12) of the product of (i) the Series Servicing Fee Rate and (ii)
the Adjusted Invested Amount as of the last day of the second preceding
Collection Period; provided, however, that with respect to the first Transfer
Date, the Monthly Investor Servicing Fee shall be equal to the product of (x)
the Series Servicing Fee Rate, (y) the Initial Invested Amount and (z) a
fraction, the numerator of which is equal to the number of days in the period
from and including the Closing Date through the day preceding the initial
Distribution Date and the denominator of which is 360. On each Transfer Date for
which the Transferor or an Affiliate thereof is the Servicer, a portion of Net
Interchange with respect to the related Collection Period that is on deposit in
the Collection Account shall be withdrawn from the Collection Account and paid
to the Servicer in payment of a portion of the Monthly Investor Servicing Fee
with respect to such Collection Period ("Servicer Interchange"). Should the
Servicer Interchange on deposit in the Collection Account on any Transfer Date
with respect to the related Collection Period be less than one-twelfth (1/12) of
1% of the Adjusted Invested Amount as of the last day of the second preceding
Collection Period, the Monthly Investor Servicing Fee with respect to such
Collection Period will not be paid to the extent of such insufficiency of
Servicer Interchange on deposit in the Collection Account, until the Transfer
Date or Transfer Dates with respect to which Servicer Interchange is available
in the Collection Account (prior to giving effect to the payment of the portion
of the Monthly Investor Servicing Fee constituting Servicer Interchange for such
Transfer Date or Transfer Dates). The share of the Monthly Inve-
21
stor Servicing Fee allocable to the Class A Invested Amount with respect to any
Transfer Date (the "Class A Servicing Fee") shall be equal to one-twelfth (1/12)
of the product of (i) the Net Servicing Fee Rate and (ii) the Class A Adjusted
Invested Amount as of the last day of the second preceding Collection Period;
provided, however, that with respect to the first Transfer Date, the Class A
Servicing Fee shall be equal to the product of (x) the Class A Initial Invested
Amount, (y) the Net Servicing Fee Rate and (z) a fraction, the numerator of
which is equal to the number of days in the period from and including the
Closing Date through the day preceding the initial Distribution Date and the
denominator of which is 360. The share of the Monthly Investor Servicing Fee
allocable to the Class B Invested Amount with respect to any Transfer Date (the
"Class B Servicing Fee") shall be equal to one-twelfth (1/12) of the product of
(i) the Net Servicing Fee Rate and (ii) the Class B Invested Amount as of the
last day of the second preceding Collection Period; provided, however, that with
respect to the first Transfer Date, the Class B Servicing Fee shall be equal to
the product of (x) the Class B Initial Invested Amount, (y) the Net Servicing
Fee Rate and (z) a fraction, the numerator of which is equal to the number of
days in the period from and including the Closing Date through the day preceding
the initial Distribution Date and the denominator of which is 360. The share of
the Monthly Investor Servicing Fee allocable to the Collateral Investor Interest
with respect to any Transfer Date (the "Collateral Servicing Fee") shall be
equal to one-twelfth (1/12) of the product of (i) the Net Servicing Fee Rate and
(ii) the Collateral Invested Amount as of the last day of the second preceding
Collection Period; provided, however, that with respect to the first Transfer
Date, the Collateral Interest Servicing Fee shall be equal to the product of (x)
the Collateral Initial Invested Amount, (y) the Net Servicing Fee Rate and (z) a
fraction, the numerator of which is equal to the number of days in the period
from and including the Closing Date through the day preceding the initial
Distribution Date and the denominator of which is 360. Except as specifically
provided above, the Servicing Fee shall be paid by the cash flows from the Trust
allocated to the Transferor or the certificateholders of other Series (as
provided in the related Supplements) and in no event shall the Trust, the
Trustee or the Investor Certificateholders be liable therefor. The Class A
Servic-
22
ing Fee shall be payable to the Servicer solely to the extent amounts are
available for distribution in respect thereof pursuant to subsections 4.9(a)(ii)
and 4.11(a). The Class B Servicing Fee shall be payable solely to the extent
amounts are available for distribution in respect thereof pursuant to
subsections 4.9(b)(ii) and 4.11(c). The Collateral Interest Servicing Fee shall
be payable solely to the extent amounts are available for distribution in
respect thereof pursuant to subsections 4.9(c)(i) and 4.11(f).
(b) On or before each Transfer Date, the Transferor shall notify the
Servicer of the amount of Net Interchange to be included as Yield Collections
and allocable to the Investor Certificateholders with respect to the preceding
Collection Period. On each Transfer Date, the Transferor shall pay to the
Servicer, and the Servicer shall deposit into the Collection Account, in
immediately available funds, the amount of Net Interchange to be so included as
Yield Collections allocable to the Investor Certificates with respect to the
preceding Collection Period. The Transferor hereby assigns, sets over, conveys,
pledges and grants a security interest and lien to the Trustee for the benefit
of the Investor Certificateholders in Net Interchange and the proceeds of Net
Interchange, as set forth in this subsection 3(b). In connection with the
foregoing grant of a security interest, this Series Supplement shall constitute
a security agreement under applicable law. To the extent that a Supplement for a
related Series, other than Series 1997-1, assigns, sets over, conveys, pledges
or grants a security interest in Net Interchange allocable to the Trust, all
investor certificates of any such Series (except as otherwise specified in any
such Supplement) and the Investor Certificates shall rank pari passu and be
equally and ratably entitled as provided herein to the benefits of such Net
Interchange without preference or priority on account of the actual time or
times of authentication and delivery, all in accordance with the terms and
provisions of this Series Supplement and other related Supplements.
SECTION 4. Reassignment and Transfer Terms. The Investor
Certificates shall be subject to repurchase by the Transferor at its option, in
accordance with the terms specified in subsection 12.2(a) of the Agreement, on
any Distribution Date on or after the Distribution
23
Date on which the Invested Amount is reduced to an amount less than or equal to
5% of the Initial Invested Amount. The deposit required in connection with any
such purchase shall include the amount, if any, on deposit in the Principal
Funding Account and will be equal to the sum of (a) the Invested Amount and (b)
accrued and unpaid interest on the Investor Certificates through the day
preceding the Distribution Date on which the repurchase occurs.
SECTION 5. Delivery and Payment for the Investor Certificates. The
Transferor shall execute and deliver the Series 1997-1 Certificates to the
Trustee for authentication in accordance with Section 6.1 of the Agreement. The
Trustee shall deliver such Certificates when authenticated in accordance with
Section 6.2 of the Agreement.
SECTION 6. Depository; Form of Delivery of Investor Certificates.
(a) The Class A Certificates and the Class B Certificates shall be
delivered as Book-Entry Certificates as provided in Sections 6.1 and 6.10 of the
Agreement.
(b) The Depository for Series 1997-1 shall be The Depository Trust
Company, and the Class A Certificates and Class B Certificates shall be
initially registered in the name of Cede & Co., its nominee.
SECTION 7. Article IV of Agreement. Sections 4.1, 4.2 and 4.3 of the
Agreement shall be read in their entirety as provided in the Agreement. Article
IV (except for Sections 4.1, 4.2 and 4.3 thereof) of the Agreement shall be read
in its entirety as follows and shall be applicable only to the Investor
Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.4 Rights of Certificateholders. The Investor Certificates
shall represent undivided interests in the Trust, consisting of the right to
receive, to the extent necessary to make the required payments with
24
respect to such Investor Certificates at the times and in the amounts specified
in this Agreement, (a) the Floating Allocation Percentage and Fixed Allocation
Percentage (as applicable from time to time) of Collections received with
respect to the Receivables and (b) funds on deposit in the Collection Account,
the Excess Funding Account, the Interest Funding Account, the Principal Funding
Account and the Reserve Account. The Collateral Investor Interest shall be
subordinate to the Class A Certificates and the Class B Certificates. The Class
B Certificates shall be subordinate to the Class A Certificates. The
Exchangeable Transferor Certificate shall not represent any interest in the
Collection Account, the Excess Funding Account, the Interest Funding Account,
the Principal Funding Account or the Reserve Account, except as specifically
provided in this Article IV.
SECTION 4.5 Allocations.
(a) Allocations During the Revolving Period. During the Revolving
Period, the Servicer shall, prior to the close of business on the day any
Collections are deposited in the Collection Account, allocate to the Investor
Certificateholders or the Holder of the Exchangeable Transferor Certificate the
following amounts for application as set forth below:
(i) An amount equal to the product of (A) the Floating Allocation
Percentage on the Date of Processing of such Collections and (B) the
aggregate amount of Yield Collections processed on such Date of Processing
shall be applied in accordance with Section 4.9.
(ii) An amount equal to the product of (A) the Collateral Floating
Percentage on the Date of Processing of such Collections and (B) the
aggregate amount of Principal Collections processed on such Date of
Processing shall be applied first in accordance with Section 4.12 and then
in accordance with subsection 4.9(d).
(iii) An amount equal to the product of (A) the Class B Floating
Percentage on the Date of Processing of such Collections and (B) the
aggregate amount of Principal Collections processed on such Date of
Processing shall be applied first in accor-
25
dance with Section 4.12 and then in accordance with subsection 4.9(d).
(iv) (A) An amount equal to the product of (1) the Class A Floating
Percentage on the Date of Processing of such Collections and (2) the
aggregate amount of Principal Collections processed on such Date of
Processing shall be applied in accordance with subsection 4.9(d);
provided, however, that the amount so applied shall not exceed the Daily
Principal Shortfall, and (B) pay to the Holder of the Exchangeable
Transferor Certificate an amount equal to the excess, if any, identified
in the proviso to clause (A) above; provided, however, that the amount to
be paid to the Holder of the Exchangeable Transferor Certificate pursuant
to this subsection 4.5(a)(iv)(B) with respect to any Date of Processing
shall be paid to the Holder of the Exchangeable Transferor Certificate
only if the Transferor Amount on such Date of Processing is greater than
the Minimum Transferor Amount (after giving effect to the inclusion in the
Trust of all Receivables created on or prior to such Date of Processing
and the application of payments referred to in subsection 4.3(b)) and
otherwise shall be deposited into the Excess Funding Account to the extent
necessary to ensure that the Transferor Amount is at least equal to the
Minimum Transferor Amount.
(b) Allocations During the Accumulation Period. During the
Accumulation Period, the Servicer shall, prior to the close of business on the
day any Collections are deposited in the Collection Account, allocate to the
Investor Certificateholders or the Holder of the Exchangeable Transferor
Certificate the following amounts for application as set forth below:
(i) An amount equal to the product of (A) the Floating Allocation
Percentage on the Date of Processing of such Collections and (B) the
aggregate amount of Yield Collections processed on such Date of Processing
shall be applied in accordance with Section 4.9.
(ii) An amount equal to the product of (A) the Collateral Fixed
Percentage on the Date of Processing of such Collections and (B) the
aggregate amount
26
of Principal Collections processed on such Date of Processing shall be
applied first in accordance with Section 4.12 and then in accordance with
subsection 4.9(e).
(iii) An amount equal to the product of (A) the Class B Fixed
Percentage on the Date of Processing of such Collections and (B) the
aggregate amount of Principal Collections processed on such Date of
Processing shall be applied first in accordance with Section 4.12 and then
in accordance with subsection 4.9(e).
(iv) (A) An amount equal to the product of (1) the Class A Fixed
Percentage on the Date of Processing of such Collections and (2) the
aggregate amount of Principal Collections processed on such Date of
Processing shall be applied in accordance with subsection 4.9(e);
provided, however, that the amount so applied shall not exceed the Daily
Principal Shortfall, and (B) pay to the Holder of the Exchangeable
Transferor Certificate an amount equal to the excess, if any, identified
in the proviso to clause (A) above; provided, however, that the amount to
be paid to the Holder of the Exchangeable Transferor Certificate pursuant
to this subsection 4.5(b)(iv)(B) with respect to any Date of Processing
shall be paid to the Holder of the Exchangeable Transferor Certificate
only if the Transferor Amount on such Date of Processing is greater than
the Minimum Transferor Amount (after giving effect to the inclusion in the
Trust of all Receivables created on or prior to such Date of Processing
and the application of payments referred to in subsection 4.3(b)) and
otherwise shall be deposited into the Excess Funding Account to the extent
necessary to ensure that the Transferor Amount is at least equal to the
Minimum Transferor Amount.
(c) Allocations During the Early Amortization Period. During the
Early Amortization Period, the Servicer shall, prior to the close of business on
the day any Collections are deposited in the Collection Account, allocate to the
Investor Certificateholders the following amounts for application as set forth
below:
27
(i) An amount equal to the product of (A) the Floating Allocation
Percentage on the Date of Processing of such Collections and (E) the
aggregate amount of Yield Collections processed on such Date of Processing
shall be applied in accordance with Section 4.9.
(ii) (A) An amount equal to the product of (1) the Fixed Allocation
Percentage on the Date of Processing of such Collections and (2) the
aggregate amount of Principal Collections processed on such Date of
Processing shall be applied in accordance with subsection 4.9(e);
provided, however, that the amount so applied shall not exceed the sum of
(x) the Invested Amount as of the close of business on the last day of the
prior Collection Period (after taking into account any payments to be made
on the Distribution Date relating to such prior Collection Period and
deposits and any adjustments to be made to the Invested Amount to be made
on the Transfer Date relating to such Collection Period) and (y) any
Reallocated Principal Collections relating to the Collection Period in
which such deposit is made, and (B) pay to the Holder of the Exchangeable
Transferor Certificate an amount equal to the excess, if any, identified
in the proviso to clause (A) above; provided, however, that the amount to
be paid to the Holder of the Exchangeable Transferor Certificate pursuant
to this subsection 4.5(c)(ii)(B) with respect to any Date of Processing
shall be paid to the Holder of the Exchangeable Transferor Certificate
only if the Transferor Amount on such Date of Processing is greater than
the Minimum Transferor Amount (after giving effect to the inclusion in the
Trust of all Receivables created on or prior to such Date of Processing
and the application of payments referred to in subsection 4.3(b)) and
otherwise shall be deposited into the Excess Funding Account to the extent
necessary to ensure that the Transferor Amount is at least equal to the
Minimum Transferor Amount.
(d) Limitation on Required Deposits. For so long as the Servicer
shall (i) satisfy the conditions specified in the third paragraph of subsection
4.3(a) of the Agreement and (ii) be making deposits to the Collection Account
on a monthly basis, all requirements herein
28
to deposit amounts on a daily basis shall be deemed to be satisfied to the
extent that the required monthly deposit is made and all references to amounts
on deposit in such accounts shall be deemed to include amounts which would
otherwise have been deposited therein on a daily basis.
SECTION 4.6 Determination of Monthly Interest.
(a) The amount of interest allocable monthly to the Class A
Certificates for payment on the following Interest Payment Date or Special
Payment Date shall be an amount equal to one-twelfth (1/12) of the product of
(i) the Class A Certificate Rate and (ii) the outstanding principal balance of
the Class A Certificates determined as of the Record Date preceding the related
Transfer Date (the "Class A Monthly Interest"); provided, however, that with
respect to the first Distribution Date, Class A Monthly Interest will be an
amount equal to the interest accrued on the outstanding principal balance of the
Class A Certificates as of the Closing Date at the Class A Certificate Rate for
the period from and including the Closing Date through the day preceding such
Distribution Date; and provided further, that in addition to Class A Monthly
Interest an amount equal to the amount of any unpaid Class A Deficiency Amounts,
as defined below, plus an amount equal to one-twelfth (1/12) of the product of
(A) the Class A Certificate Rate and (B) the amount of any unpaid Class A
Deficiency Amounts as of the Transfer Date immediately preceding the later of
the prior Interest Payment Date or the prior Special Payment Date (the "Class A
Additional Interest") shall also be allocable to the Class A Certificates, and
on such Transfer Date the Trustee shall withdraw such funds, to the extent
available, from the Collection Account and deposit such funds into the Interest
Funding Account. The "Class A Deficiency Amount" for any Transfer Date shall be
equal to the excess, if any, of the aggregate amount of interest allocable to
the Class A Certificates pursuant to this subsection 4.6(a) on the prior
Transfer Date over the amount actually transferred on such Transfer Date to the
Interest Funding Account.
(b) The amount of interest allocable monthly to the Class B
Certificates for payment on the following Interest Payment Date or Special
Payment Date shall be an amount equal to one-twelfth (1/12) of the product of
(i) the Class B Certificate Rate and (ii) the outstanding
29
principal balance of the Class B Certificates determined as of the Record Date
preceding the related Transfer Date (the "Class B Monthly Interest"); provided,
however, that with respect to the first Distribution Date, Class B Monthly
Interest will be an amount equal to the interest accrued on the outstanding
principal balance of the Class B Certificates as of the Closing Date at the
Class B Certificate Rate for the period from and including the Closing Date
through the day preceding such Distribution Date; and provided further, that in
addition to the Class B Monthly Interest an amount equal to the amount of any
unpaid Class B Deficiency Amounts, as defined below, plus an amount equal to the
product of one-twelfth (1/12) of (A) the Class B Certificate Rate and (B) the
amount of any unpaid Class B Deficiency Amounts as of the Transfer Date
immediately preceding the later of the prior Interest Payment Date or the prior
Special Payment Date (the "Class B Additional Interest") shall also be allocable
to the Class B Certificates, and on such Transfer Date the Trustee shall
withdraw such funds, to the extent available, from the Collection Account and
deposit such funds into the Interest Funding Account. The "Class B Deficiency
Amount" for any Transfer Date shall be equal to the excess, if any, of the
aggregate amount of interest allocable to the Class B Certificates pursuant to
this subsection 4.6(b) on the prior Transfer Date over the amount actually
transferred to the Interest Funding Account on such Transfer Date.
(c) The amount of interest distributable monthly to the Collateral
Investor Interest shall be an amount equal to the product of (i)(A) a fraction,
the numerator of which is the actual number of days in the related Interest
Period and the denominator of which is 360, times (B) the Collateral Rate in
effect with respect to the related Interest Period, and (ii) the Collateral
Invested Amount determined as of the Collateral Investor Record Date preceding
such Transfer Date (the "Collateral Monthly Interest").
SECTION 4.7 Determination of Monthly Principal.
(a) The amount of monthly principal allocable to the Class A
Certificates on each Transfer Date prior to the payment in full of the Class A
Invested Amount ("Class A Monthly Principal"), beginning with the Transfer Date
in the month following the month in which the
30
Accumulation Period or, if earlier, the Early Amortization Period, begins, shall
be equal to the lesser of (i) the Available Investor Principal Collections on
deposit in the Collection Account with respect to such Transfer Date, (ii) for
each Transfer Date with respect to the Accumulation Period prior to the Class A
Expected Final Payment Date, the Controlled Deposit Amount for such Transfer
Date and (iii) the Class A Adjusted Invested Amount (after taking into account
any adjustment to be made on such Transfer Date pursuant to Section 4.10) on
such Transfer Date prior to any deposit into the Principal Funding Account to be
made on such Transfer Date.
(b) The amount of monthly principal allocable to the Class B
Certificates on each Transfer Date (the "Class B Monthly Principal") relating to
the Accumulation Period or the Early Amortization Period, beginning with the
Transfer Date immediately preceding the Distribution Date on which the Class A
Invested Amount has been paid in full, shall be an amount equal to the lesser of
(i) the Available Principal on deposit in the Collection Account with respect to
such Transfer Date (minus the portion of such Available Investor Principal
Collections applied to Class A Monthly Principal on such Transfer Date) and (ii)
the Class B Invested Amount (after taking into account any adjustments to be
made on such Transfer Date pursuant to Sections 4.10 and 4.12) on such Transfer
Date.
(c) The amount of monthly principal (the "Collateral Monthly
Principal") allocable to the Collateral Investor Interest on each Transfer Date
shall be:
(i) with respect to any Transfer Date prior to the payment in full
of the Class B Invested Amount (after taking into account payments to be
made on the related Distribution Date), during the Revolving Period or the
Accumulation Period, subject to the limitations specified in the Loan
Agreement, the excess of the Collateral Invested Amount (after taking into
account any adjustments to be made on such Transfer Date pursuant to
Sections 4.10 and 4.12) over the Required Collateral Invested Amount (such
excess, the "Enhancement Surplus") or any lesser amount (including zero)
as the Transferor may determine, at its option and in
31
its sole discretion; provided, however, that such amount shall not exceed
the Available Investor Principal Collections remaining after the
application thereof to pay the Class A Monthly Principal and Class B
Monthly Principal on such Transfer Date; and
(ii) with respect to any Transfer Date after the Class B Invested
Amount has been paid in full (after taking into account payments to be
made on the related Distribution Date), the Available Investor Principal
Collections remaining after the application thereof to pay the Class A
Monthly Principal and Class B Monthly Principal on such Transfer Date;
provided, however, that Collateral Monthly Principal shall not exceed the
Collateral Invested Amount (after taking into account any adjustments to be made
on such Transfer Date pursuant to Sections 4.10 and 4.12) on such Transfer Date.
SECTION 4.8 Coverage of Required Amount. (a) On or before each
Transfer Date, the Servicer shall determine the amount (the "Class A Required
Amount"), if any, by which the sum of (i) the Class A Monthly Interest for such
Transfer Date, plus (ii) the Class A Deficiency Amount, if any, for such
Transfer Date, plus (iii) the Class A Additional Interest, if any, for such
Transfer Date, plus (iv) the Class A Servicing Fee for the prior Collection
Period, plus (v) the Class A Servicing Fee, if any, due but not paid on any
prior Transfer Date, plus (vi) the Class A Investor Default Amount, if any, for
the prior Collection Period, exceeds the Class A Available Funds for the related
Collection Period. In the event that the Class A Required Amount for such
Transfer Date is greater than zero, the Servicer shall give written notice to
the Trustee of such positive Class A Required Amount on the date of computation
and all or a portion of the Excess Spread and Shared Excess Yield Collections
allocable to Series 1997-1 with respect to the related Collection Period in an
amount equal to the Class A Required Amount for such Transfer Date shall be
distributed from the Collection Account on such Transfer Date pursuant to
Section 4.11(a). In the event that the Class A Required Amount for such Transfer
Date exceeds the amount of the Excess Spread and Shared Excess Yield Collections
allocable to Series 1997-1 with respect to the
32
related Collection Period, all or a portion of the Reallocated Principal
Collections with respect to such Collection Period in an amount equal to such
excess shall be distributed from the Collection Account on such Distribution
Date pursuant to Section 4.12(a).
(b) On or before each Transfer Date, the Servicer shall determine
the amount (the "Class B Required Amount"), if any, equal to the sum of (i) the
amount, if any, by which the sum of (A) the Class B Monthly Interest for such
Transfer Date, plus (B) the Class B Deficiency Amount, if any, for such Transfer
Date, plus (C) the Class B Additional Interest, if any, for such Transfer Date,
plus (D) the Class B Servicing Fee for the prior Collection Period, plus (E) the
Class B Servicing Fee, if any, due but not paid on any prior Transfer Date,
exceeds the Class B Available Funds for the related Collection Period, and (ii)
the amount, if any, by which the Class B Investor Default Amount for the related
Collection Period exceeds the amount available to make payments with respect
thereto pursuant to Section 4.11(d). In the event that the Class B Required
Amount for such Transfer Date is greater than zero, the Servicer shall give
written notice to the Trustee of such positive Class B Required Amount on the
date of computation and all or a portion of Excess Spread and Shared Excess
Yield Collections allocable to Series 1997-1 (other than Excess Spread and
Shared Excess Yield Collections applied to fund the Class A Required Amount or
reimburse Class A Investor Charge-Offs with respect to such Transfer Date) with
respect to the related Collection Period shall be distributed from the
Collection Account on such Transfer Date pursuant to Sections 4.11(c) and (d).
In the event that the Class B Required Amount for such Transfer Date exceeds the
amount of the Excess Spread and Shared Excess Yield Collections allocable to
Series 1997-1 with respect to the related Collection Period and not used to fund
the Class A Required Amount or reimburse Class A Investor Charge-Offs, all or a
portion of the Reallocated Collateral Principal Collections with respect to such
Collection Period (other than the portion of the Reallocated Collateral
Principal Collections applied to fund the Class A Required Amount) in an amount
equal to such excess shall be distributed from the Collection Account on such
Distribution Date pursuant to Section 4.12(b).
33
(c) On or before each Transfer Date, the Servicer shall determine
the amount (the "Collateral Required Amount"), if any, equal to the sum of (i)
the amount, if any, by which the sum of (A) the Collateral Servicing Fee for the
prior Collection Period, plus (B) the Collateral Servicing Fee, if any, due but
not paid on any prior Transfer Date, exceeds the Collateral Available Funds, and
(ii) the amount, if any, by which the Collateral Default Amount, if any, for the
related Collection Period exceeds the amount available to make payments with
respect thereto pursuant to Section 4.11(h). In the event that the Collateral
Required Amount for such Transfer Date is greater than zero, the Servicer shall
give written notice to the Trustee of such positive Collateral Required Amount
on the date of computation and all or a portion of the Excess Spread and Shared
Excess Yield Collections allocable to Series 1997-1 (other than Excess Spread
and Shared Excess Yield Collections applied to fund the Class A Required Amount
or Class B Required Amount, reimburse Class A Investor Charge-Offs or Class B
Investor Charge-Offs, and pay certain other amounts as specified in Section
4.11) with respect to the related Collection Period shall be distributed from
the Collection Account on such Transfer Date pursuant to Section 4.11(f).
SECTION 4.9 Monthly Allocations. On or before each Transfer Date,
the Servicer shall instruct the Trustee in writing (which writing shall be
substantially in the form of Exhibit B hereto) to allocate or withdraw and the
Trustee, acting in accordance with such instructions, shall allocate or withdraw
on such Transfer Date or the related Distribution Date, as applicable, to the
extent of available funds, the amounts required to be allocated or withdrawn
from the Collection Account, the Interest Funding Account and the Principal
Funding Account as follows:
(a) An amount equal to the Class A Available Funds deposited into
the Collection Account for the related Collection Period shall be distributed on
each Transfer Date in the following priority:
(i) an amount equal to Class A Monthly Interest 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 Interest
34
for such Transfer Date, shall be deposited by the Servicer or the Trustee
into the Interest Funding Account for payment to the Class A
Certificateholders on the next Interest Payment Date or Special Payment
Date;
(ii) an amount equal to the Class A Servicing Fee for such Transfer
Date plus the amount of any Class A Servicing Fee due but not paid to the
Servicer on any prior Transfer Date shall be distributed to the Servicer;
(iii) an amount equal to the Class A Investor Default Amount, if
any, for the preceding Collection Period shall be treated as a portion of
Investor Principal Collections and retained in the Collection Account; and
(iv) the balance, if any, shall constitute Excess Spread and shall
be allocated and distributed as set forth in Section 4.11.
(b) An amount equal to the Class B Available Funds deposited into
the Collection Account for the related Collection Period shall be distributed on
each Transfer Date in the following priority:
(i) an amount equal to the Class B Monthly Interest 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 Interest for such
Transfer Date, shall be deposited by the Servicer or the Trustee into the
Interest Funding Account for payment to the Class B Certificateholder on
the next Interest Payment Date or Special Payment Date;
(ii) an amount equal to the Class B Servicing Fee for such Transfer
Date, plus the amount of any Class B Servicing Fee due but not paid to the
Servicer on any prior Transfer Date shall be distributed to the Servicer;
and
(iii) the balance, if any, shall constitute Excess Spread and shall
be allocated and distributed as set forth in Section 4.11.
35
(c) An amount equal to the Collateral Available Funds deposited into
the Collection Account for the related Collection Period shall be distributed on
each Transfer Date in the following priority:
(i) an amount equal to the Collateral Servicing Fee for such
Transfer Date plus the amount of any Collateral Servicing Fee due but not
paid to the Servicer on any prior Transfer Date shall be distributed to
the Servicer; and
(ii) the balance, if any, shall constitute Excess Spread and shall
be allocated and distributed as set forth in Section 4.11.
(d) During the Revolving Period, an amount equal to the Available
Investor Principal Collections deposited into the Collection Account for the
related Collection Period shall be distributed on each Transfer Date in the
following priority:
(i) an amount equal to the Collateral Monthly Principal for such
Transfer Date shall be distributed to the Collateral Interest Holder in
accordance with the Loan Agreement;
(ii) 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 application specified in
subsection 4.9(d)(i) 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 Series and (2) the
Cumulative Series Principal Shortfall and (B) Available Investor Principal
Collections shall remain in the Collection Account to be treated as Shared
Principal Collections and applied to other Series; and
(iii) an amount equal to the excess, if any, of (A) the Available
Investor Principal Collections for such Transfer Date over (B) the
applications specified in subsections 4.9(d)(i) and (ii) above shall be
paid to the Holder of the Exchangeable Transferor Certificate; provided,
however, that the amount to be paid to the Holder of the Exchangeable
36
Transferor Certificate pursuant to this subsection 4.9(d)(iii) with
respect to such Transfer Date shall be paid to the Holder of the
Exchangeable Transferor Certificate only if the Transferor Amount on such
Date of Processing is greater than the Minimum Transferor Amount (after
giving effect to the inclusion in the Trust of all Receivables created on
or prior to such Transfer Date and the application of payments referred to
in subsection 4.3(b)) and otherwise shall be deposited into the Excess
Funding Account to the extent necessary to ensure that the Transferor
Amount is at least equal to the Minimum Transferor Amount.
(e) During the Accumulation Period or the Early Amortization Period,
an amount equal to the Available Investor Principal Collections deposited into
the Collection Account for the related Collection Period shall be distributed on
each Transfer Date in the following priority:
(i) an amount equal to the Class A Monthly Principal for such
Transfer Date, shall be (A) during the Accumulation Period, deposited into
the Principal Funding Account for payment to the Class A
Certificateholders on the earlier to occur of the Class A Expected Final
Payment Date and the first Special Payment Date with respect to the Early
Amortization Period, and (B) during the Early Amortization Period,
distributed to the Paying Agent for payment to the Class A
Certificateholders on the next Special Payment Date;
(ii) after giving effect to the distribution referred to in clause
(i) above and after the Class A Invested Amount has been paid in full
(after taking into account payments to be made on the related Distribution
Date), an amount equal to the Class B Monthly Principal for such Transfer
Date shall be distributed to the Paying Agent for payment to the Class B
Certificateholders on the next Distribution Date;
(iii) for each Transfer Date (other than the Transfer Date
immediately preceding the Series 1997-1 Termination Date, in which case
on the Series 1997-1 Termination Date) after giving effect to the
37
distributions referred to in clauses (i) and (ii) above, an amount equal
to the Collateral Monthly Principal for such Transfer Date shall be
distributed to the Collateral Interest Holder in accordance with the Loan
Agreement;
(iv) 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 application specified in
subsections 4.9(e)(i), (ii) and (iii) 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
Series and (2) the Cumulative Series Principal Shortfall and (B) the
Available Investor Principal Collections shall remain in the Collection
Account to be treated as Shared Principal Collections and applied to other
Series; and
(v) an amount equal to the excess, if any, of (A) the Available
Investor Principal Collections over (B) the applications specified in
subsections 4.9(e)(i) through (iv) above shall be paid to the Holder of
the Exchangeable Transferor Certificate; provided, however, that the
amount to be paid to the Holder of the Exchangeable Transferor Certificate
pursuant to this subsection 4.9(e)(v) with respect to such Transfer Date
shall be paid to the Holder of the Exchangeable Transferor Certificate
only if the Transferor Amount on such Date of Processing is greater than
the Minimum Transferor Amount (after giving effect to the inclusion in the
Trust of all Receivables created on or prior to such Transfer Date and the
application of payments referred to in subsection 4.3(b)) and otherwise
shall be deposited into the Excess Funding Account to the extent necessary
to ensure that the Transferor Amount is at least equal to the Minimum
Transferor Amount.
(f) The Accumulation Period is scheduled to commence at the close of
business on _____________ __, ____; provided, however, that, if the Accumulation
Period Length (determined as described below) is less than 2 months, the date on
which the Accumulation Period actually commences will be delayed to the close of
business on _____________ __, ____ and, as a result, the number of
38
Collection Periods in the Accumulation Period will equal one. On the
Determination Date immediately preceding the ___________, __ ____ Distribution
Date, and each Determination Date thereafter until the Accumulation Period
begins, the Servicer will determine the "Accumulation Period Length" which will
equal the number of whole months such that the sum of the 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 Accumulation
Period Length will not be determined to be less than one month.
SECTION 4.10 Investor Charge-Offs.
(a) On or before each Transfer Date, the Servicer shall calculate
the Class A Required Amount. If on any Transfer Date, the Class A Required
Amount for the prior Collection Period exceeds the sum of the amounts allocated
with respect thereto pursuant to subsection 4.11(a) and Section 4.12 with
respect to such Collection Period, the Collateral Invested Amount (after giving
effect to reductions for any Collateral Investor Charge-Offs and any Reallocated
Collateral Principal Collections on such Transfer Date) will be reduced by the
amount of such excess, but not by more than the Class A Investor Default Amount
for such Transfer Date. In the event that such reduction would cause the
Collateral Invested Amount to be a negative number, the Collateral Invested
Amount will be reduced to zero, and the Class B Invested Amount (after giving
effect to reductions for any Class B Investor Charge-Offs and any Reallocated
Class B Principal Collections on such Transfer Date) will be reduced by the
amount by which the Collateral Invested Amount would have been reduced below
zero. In the event that such reduction would cause the Class B Invested Amount
to be a negative number, the Class B Invested Amount will be reduced to zero,
and the Class A Invested Amount will be reduced by the amount by which the Class
B Invested Amount would have been reduced below zero, but not by more than the
Class A Investor Default Amount for such Transfer Date (a "Class A Investor
Charge-Off"). If the Class A Invested Amount has been reduced by the amount of
any Class A Investor Charge-Offs, it will be reimbursed 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 and Shared Excess Yield Collections
39
allocable to Series 1997-1 and available for such purpose pursuant to subsection
4.11(b).
(b) On or before each Transfer Date, the Servicer shall calculate
the Class B Required Amount. If on any Transfer Date, the Class B Required
Amount for the prior Collection Period exceeds the amounts allocated with
respect thereto pursuant to subsection 4.11(c) and (d) and Section 4.12 with
respect to such Collection Period, the Collateral Invested Amount (after giving
effect to reductions for any Collateral Investor Charge-Offs and any Reallocated
Collateral Principal Collections on such Transfer Date and any adjustments with
respect thereto as described in subsection 4.10(a) above) will be reduced by the
amount of such excess but not by more than the Class B Investor Default Amount
for such Transfer Date. In the event that such reduction would cause the
Collateral Invested Amount to be a negative number, the Collateral Invested
Amount shall be reduced to zero and the Class B Invested Amount shall be reduced
by the amount by which the Collateral Invested Amount 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 Invested Amount
will also be reduced by the amount of Reallocated Class B Principal Collections
in excess of the Collateral Invested Amount pursuant to Section 4.12 and the
amount of any portion of the Class B Invested Amount allocated to the Class A
Certificates to avoid a reduction in the Class A Invested Amount pursuant to
subsection 4.10(a) above. Any such reduction in the Class B Invested Amount will
thereafter be reimbursed (but not to an amount in excess of the unpaid principal
balance of the Class B Certificates) on any Transfer Date by the amount of
Excess Spread and Shared Excess Yield Collections allocable to Series 1997-1
allocated and available for that purpose as described under subsection 4.11(e).
(c) On or before each Transfer Date, the Servicer shall calculate
the Collateral Required Amount. If on any Transfer Date, the Collateral Required
Amount for the prior Collection Period exceeds the amounts allocated with
respect thereto pursuant to subsection 4.11(f), the Collateral Invested Amount
will be reduced by the amount of such excess but not by more than the lesser of
the Collateral Default Amount and the Collateral Invested Amount for such
Transfer Date (a "Collateral
40
Investor Charge-Off"). The Collateral Invested Amount will also be reduced by
the amount of Reallocated Principal Collections pursuant to Section 4.12 and the
amount of any portion of the Collateral Invested Amount allocated to the Class A
Certificates or the Class B Certificates to avoid a reduction in the Class A
Invested Amount, pursuant to subsection 4.10(a), or the Class B Invested Amount,
pursuant to subsection 4.10(b), respectively. Any such reduction in the
Collateral Invested Amount will thereafter be reimbursed on any Transfer Date by
the amount of the Excess Spread and Shared Excess Yield Collections allocable to
Series 1997-1 allocated and available for that purpose as described under
subsection 4.11(i).
SECTION 4.11 Excess Spread and Shared Excess Yield Collections. On
or before each Transfer Date, the Servicer shall instruct the Trustee in writing
(which writing shall be substantially in the form of Exhibit B hereto) to apply,
Excess Spread with respect to the related Collection Period, and to the extent
of the Series Yield Shortfall, any Shared Excess Yield Collections with respect
to other Series allocable to Series 1997-1, to make the following distributions
on each Transfer Date in the following priority:
(a) an amount equal to the Class A Required Amount, if any, with
respect to such Transfer Date shall be used to fund any deficiency pursuant to
subsections 4.9(a)(i), (ii) and (iii), in that order of priority;
(b) an amount equal to the aggregate amount of Class A Investor
Charge-Offs which have not been previously reimbursed shall be treated as a
portion of Investor Principal Collections and applied in accordance with
subsections 4.9(d) and (e);
(c) an amount up to the Class B Required Amount, if any, with
respect to such Transfer Date shall be used to fund any deficiency pursuant to
subsections 4.9(b)(i) and (ii), in that order of priority;
(d) an amount equal to the Class B Investor Default Amount shall be
treated as a portion of Investor Principal Collections and applied in accordance
with subsections 4.9(d) and (e);
41
(e) an amount equal to the aggregate amount by which the Class B
Invested Amount has been reduced pursuant to clauses (c), (d) and (e) of the
definition of "Class B Invested Amount" (but not in excess of the aggregate
amount of such reductions which have not been previously reimbursed) shall be
treated as a portion of Investor Principal Collections and applied in accordance
with subsections 4.9(d) and (e);
(f) an amount up to the Collateral Required Amount, if any, with
respect to such Transfer Date shall be used to fund any deficiency pursuant to
subsections 4.9(c)(i);
(g) an amount equal to the Collateral Monthly Interest plus the
amount of any past due Collateral Monthly Interest for such Transfer Date shall
be paid to the Collateral Interest Holder in accordance with the Loan Agreement;
(h) an amount equal to the Collateral Default Amount shall be
treated as a portion of Investor Principal Collections and applied in accordance
with subsections 4.9(d) and (e);
(i) an amount equal to the aggregate amount by which the Collateral
Invested Amount has been reduced below the Required Collateral Invested Amount
for reasons other than the payment of principal to the Collateral Interest
Holder (but not in excess of the aggregate amount of such reductions which have
not been previously reimbursed) shall be treated as a portion of Investor
Principal Collections and applied in accordance with subsections 4.9(d) and (e);
(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 Section 4.17(f), an amount up to the excess, if any, of the Required Reserve
Account Amount over the Available Reserve Account Amount shall be deposited into
the Reserve Account; and
(k) the balance, if any, after giving effect to the payments made
pursuant to subparagraphs (a) through (j) above shall constitute "Shared Excess
Yield Collections" with respect to other Series; provided that if no
42
other Series exists, the balance, if any, will be distributed to the Collateral
Interest Holder and applied in accordance with the Loan Agreement.
SECTION 4.12 Reallocated Principal Collections. On or before each
Transfer Date, the Servicer shall instruct the Trustee in writing (which writing
shall be substantially in the form of Exhibit B hereto) to withdraw from the
Collection Account and apply Reallocated Principal Collections (applying all
Reallocated Collateral Principal Collections in accordance with subsections
4.12(a) and (b) prior to applying any Reallocated Class B Principal Collections
in accordance with subsection 4.12(a) for any amounts still owing after the
application of Reallocated Collateral Principal Collections) with respect to
such Transfer Date, to make the following distributions on each Transfer Date in
the following priority:
(a) 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 Shared Excess Yield Collections with respect to the related
Collection Period, shall be used to fund any deficiency pursuant to subsections
4.9(a)(i), (ii) and (iii), in that order of priority; and
(b) 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 and Shared Excess Yield Collections allocated and available to
the Class B Certificates pursuant to subsection 4.11(c) on such Transfer Date
shall be used to fund any deficiency pursuant to subsections 4.9(b)(i) and (ii),
in that order of priority.
SECTION 4.13 Shared Principal Collections.
(a) The portion of Shared Principal Collections on deposit in the
Collection Account equal to the amount of Shared Principal Collections allocable
to Series 1997-1 on any Transfer Date shall be applied as an Available
Principal Collection pursuant to Section 4.9.
(b) Shared Principal Collections allocable to Series 1997-1 with
respect to any Transfer Date shall mean an amount equal to the Series Principal
Shortfall,
43
if any, with respect to Series 1997-1 for such Transfer Date; provided, however,
that if the aggregate amount of Shared Principal Collections for all Series for
such Transfer Date (including the Excess Funding Amount) is less than the
Cumulative Series Principal Shortfall for such Transfer Date, then Shared
Principal Collections allocable to Series 1997-1 on such Transfer Date shall
equal the product of (i) Shared Principal Collections for all Series for such
Transfer Date (including the Excess Funding Amount) and (ii) a fraction, the
numerator of which is the Series Principal Shortfall with respect to Series
1997-1 for such Transfer Date and the denominator of which is the aggregate
amount of Cumulative Series Principal Shortfall for all Series for such Transfer
Date.
SECTION 4.14 Shared Excess Yield Collections.
(a) The portion of Shared Excess Yield Collections on deposit in the
Collection Account equal to the amount of Shared Excess Yield Collections
allocable to Series 1997-1 on any Transfer Date shall be applied pursuant to
Section 4.11.
(b) Shared Excess Yield Collections allocable to Series 1997-1 with
respect to any Transfer Date shall mean an amount equal to the Series Yield
Shortfall, if any, with respect to Series 1997-1 for such Transfer Date;
provided, however, that if the aggregate amount of Shared Excess Yield
Collections for all Series for such Transfer Date is less than the Cumulative
Series Yield Shortfall for such Transfer Date, the Shared Excess Yield
Collections allocable to Series 1997-1 on such Transfer Date shall equal the
product of (i) Shared Excess Yield Collections for all Series for such Transfer
Date and (ii) a fraction, the numerator of which is the Series Yield Shortfall
with respect to Series 1997-1 for such Transfer Date and the denominator of
which is the aggregate amount of the Cumulative Series Yield Shortfall for all
Series on such Transfer Date.
SECTION 4.15 Interest Funding Account.
(a) The Trustee shall establish and maintain with a Qualified
Institution, which may be the Trustee, in the name of the Trust, on behalf of
the Trust, for the benefit of the Investor Certificateholders, a segregated
44
trust account (the "Interest Funding Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Investor Certificateholders. The Trustee shall possess all right, title and
interest in all funds on deposit from time to time in the Interest Funding
Account and in all proceeds thereof. The Interest Funding Account shall be under
the sole dominion and control of the Trustee for the benefit of the Investor
Certificateholders. If at any time the institution holding the Interest Funding
Account ceases to be a Qualified Institution, the Transferor shall notify the
Trustee, and the Trustee upon being notified (or the Servicer on its behalf)
shall, within 10 Business Days, establish a new Interest Funding Account meeting
the conditions specified above with a Qualified Institution, and shall transfer
any cash or any investments to such new Interest Funding Account. The Trustee,
at the direction of the Servicer, shall (i) make withdrawals from the Interest
Funding Account from time to time, in the amounts and for the purposes set forth
in this Series Supplement, and (ii) on each Transfer Date make deposits into the
Interest Funding Account in the amounts specified in, and otherwise in
accordance with, subsections 4.9(a) and (b).
(b) Funds on deposit in the Interest Funding Account shall be
invested at the direction of the Servicer by the Trustee in Eligible
Investments. Funds on deposit in the Interest Funding Account on any Transfer
Date, after giving effect to any withdrawals from the Interest 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. The Trustee shall maintain for the benefit of the Investor
Certificateholders possession of the negotiable instruments or securities, if
any, evidencing such Eligible Investments. No Eligible Investment shall be
disposed of prior to its maturity. On each Transfer Date, all interest and
earnings (net of losses and investment expenses) accrued since the preceding
Transfer Date on funds on deposit in the Interest Funding Account shall be paid
to the Transferor. All interest and earnings (including reinvested interest) on
funds on deposit in the Interest Funding Account shall not be considered part of
the amounts on deposit in the Interest Funding Account for purposes of this
Series Supplement.
45
SECTION 4.16 Principal Funding Account.
(a) The Trustee shall establish and maintain with a Qualified
Institution, which may be the Trustee, in the name of the Trust, on behalf of
the Trust, for the benefit of the Investor Certificateholders, a segregated
trust account (the "Principal Funding Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Investor Certificateholders. The Trustee shall possess all 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
under the sole dominion and control of the Trustee for the benefit of the
Investor Certificateholders. If at any time the institution holding the
Principal Funding Account ceases to be a Qualified Institution, the Transferor
shall notify the Trustee, and the Trustee upon being notified (or the Servicer
on its behalf) shall, within 10 Business Days, 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. The Trustee, at the direction of the Servicer, shall (i) make
withdrawals from the Principal Funding Account from time to time, in the amounts
and for the purposes set forth in this Series Supplement, and (ii) on each
Transfer Date (from and after the commencement of the Accumulation Period) prior
to termination of the Principal Funding Account make a deposit into the
Principal Funding Account in the amount specified in, and otherwise in
accordance with, subsection 4.9(e).
(b) Funds on deposit in the Principal Funding Account shall be
invested at the direction of the Servicer by the Trustee in Eligible
Investments. Funds on deposit in the Principal Funding 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. The Trustee shall maintain for the benefit of the Investor
Certificateholders possession of the negotiable instruments or securities, if
any, evidencing such Eligible Investments. No Eligible Investment shall be
disposed of prior to its maturity.
46
On the Transfer Date occurring in the month following the
commencement of the Accumulation Period and on each Transfer Date thereafter
with respect to the Accumulation Period, the Trustee, acting at the Servicer's
direction given on or before such Transfer Date, shall transfer from the
Principal Funding Account to the Collection Account the Principal Funding
Investment Proceeds on deposit in the Principal Funding Account, but not in
excess of the Covered Amount, for application as Class A Available Funds to be
applied pursuant to subsection 4.9(a)(i).
Any Excess Principal Funding Investment Proceeds shall be paid to
the Transferor on each Transfer Date. An amount equal to any Principal Funding
Investment Shortfall shall be deposited into the Collection Account on each
Transfer Date from the Reserve Account to the extent funds are available
pursuant to subsection 4.17(d). 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 this Series Supplement.
SECTION 4.17 Reserve Account.
(a) The Trustee shall establish and maintain with a Qualified
Institution, which may be the Trustee, in the name of the Trust, on behalf of
the Trust, for the benefit of the Investor Certificateholders, a segregated
trust account (the "Reserve Account"), bearing a designation clearly indicating
that the funds deposited therein are held for the benefit of the Investor
Certificateholders. The Trustee shall possess all 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 under the sole dominion and
control of the Trustee for the benefit of the Investor Certificateholders. If at
any time the institution holding the Reserve Account ceases to be a Qualified
Institution, the Transferor shall notify the Trustee, and the Trustee upon being
notified (or the Servicer on its behalf) shall, within 10 Business Days,
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. The Trustee, at the direction of the Servicer, shall (i)
make withdrawals from the Reserve Account from time to time in an amount
47
up to the Available Reserve Account Amount at such time, for the purposes set
forth in this Series 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, subsection 4.11(j).
(b) Funds on deposit in the Reserve Account shall be invested at the
direction of the Servicer by the Trustee in Eligible 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. The Trustee shall
maintain for the benefit of the Investor Certificateholders possession of the
negotiable instruments or securities, if any, evidencing such Eligible
Investments. No Eligible Investment shall be disposed of prior to its maturity.
On each Transfer Date, all 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 Account
Amount) and the balance, if any, shall be deposited into the Collection Account
and included in Class A Available Funds for such Transfer Date. For purposes of
determining the availability of funds or the balance in the Reserve Account for
any reason under this Series 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 Accumulation
Period prior to the payment in full of the Class A Invested Amount and on or
before the first Transfer Date with respect to the Early Amortization Period,
the Servicer 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 Accumulation Period or the first Transfer Date with respect
to the Early Amortization Period; provided, however, that such amount will be
reduced to the extent that funds otherwise would be
48
available for deposit in the Reserve Account under Section 4.11(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 Trustee (acting in accordance with the instructions of the
Servicer), deposited into the Collection Account 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 Trustee,
acting in accordance with the instructions of the Servicer, shall withdraw from
the Reserve Account, and pay in accordance with the Loan Agreement, an amount
equal to such Reserve Account Surplus.
(f) Upon the earliest to occur of (i) the termination of the Trust
pursuant to Article XII of the Agreement, (ii) if the Accumulation Period has
not commenced, the first Transfer Date relating to the Early Amortization Period
and (iii) if the Accumulation Period has commenced, the earlier of the first
Transfer Date with respect to the Early Amortization Period and the Transfer
Date immediately preceding the Class A Expected Final Payment Date, the Trustee,
acting in accordance with the instructions of the Servicer, after the prior
payment of all amounts owing to the Series 1997-1 Certificateholders that are
payable from the Reserve Account as provided herein, shall withdraw from the
Reserve Account and pay in accordance with the Loan Agreement, all amounts, if
any, on deposit in the Reserve Account and the Reserve Account shall be deemed
to have terminated for purposes of this Series Supplement.
SECTION 4.18 Transferor's or Servicer's Failure to Make a Deposit or
Payment. If the Servicer or the Transferor fails to make, or give instructions
to make, any payment or deposit (other than as required by subsections 2.4(d)
and (e) and 12.2(a) or Sections 10.2 and 12.1) required to be made or given by
the Servicer or the Transferor, respectively, at the time specified in the
Agreement (including applicable grace periods), the
49
Trustee shall make such payment or deposit from the applicable Investor Account,
Interest Funding Account, Principal Funding Account or Reserve Account without
instruction from the Servicer or Transferor. The Trustee shall be required to
make any such payment, deposit or withdrawal hereunder only to the extent that
the Trustee has sufficient information to allow it to determine the amount
thereof; provided, however, that the Trustee shall in all cases be deemed to
have sufficient information to determine the amount of interest payable to the
Series 1997-1 Certificateholders on each Distribution Date. The Servicer shall,
upon request of the Trustee, promptly provide the Trustee with all information
necessary to allow the Trustee to make such payment, deposit or withdrawal. Such
funds or the proceeds of such withdrawal shall be applied by the Trustee in the
manner in which such payment or deposit should have been made by the Transferor
or the Servicer, as the case may be.
SECTION 8. Article V of the Agreement. Article V of the Agreement
shall read in its entirety as follows and shall be applicable only to the
Investor Certificateholders:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
SECTION 5.1 Distributions. (a) On each Interest Payment Date, each
Special Payment Date, the Class A Expected Final Payment Date and the Series
1997-1 Termination Date, the Paying Agent shall distribute (in accordance with
the certificate delivered on or before the related Transfer Date by the Servicer
to the Trustee pursuant to subsection 3.4(b)) to each Class A Certificateholder
of record on the immediately preceding Record Date (other than as provided in
subsection 2.4(e) or Section 12.3 respecting a final distribution) such
Certificateholder's pro rata share (based on the aggregate Undivided Interests
represented by Class A Certificates held by such Certificateholder) of amounts
as are payable to the Class A Certificateholders pursuant to Section 4.9 by
check mailed to each Class A Certificateholder (at such Certificateholder's
address as it appears in the Certificate Register), except that with respect to
50
Class A Certificates registered in the name of the nominee of a Clearing Agency,
such distribution shall be made in immediately available funds.
(b) On each Interest Payment Date, each Special Payment Date, the
Class B Expected Final Payment Date and the Series 1997-1 Termination Date, the
Paying Agent shall distribute (in accordance with the certificate delivered on
or before the related Transfer Date by the Servicer to the Trustee pursuant to
subsection 3.4(b)) to each Class B Certificateholder of record on the
immediately preceding Record Date (other than as provided in subsection 2.4(e)
or Section 12.3 respecting a final distribution) such Certificateholder's pro
rata share (based on the aggregate Undivided Interests represented by Class B
Certificates held by such Certificateholder) of amounts as are payable to the
Class B Certificateholders pursuant to Section 4.9 by check mailed to each Class
B Certificateholder (at such Certificateholder's address as it appears in the
Certificate Register), except that with respect to Class B Certificates
registered in the name of the nominee of a Clearing Agency, such distribution
shall be made in immediately available funds.
SECTION 5.2 Series 1997-1 Certificateholders' Statement. On or
before each Interest Payment Date (including the Class A Expected Final Payment
Date and the Class B Expected Final Payment Date) or Special Payment Date, the
Paying Agent on behalf of the Trustee shall forward to each Series 1997-1
Certificateholder, each Rating Agency and the Collateral Interest Holder a
statement substantially in the form of Exhibit C to this Series Supplement
prepared by the Servicer, delivered to the Trustee and setting forth certain
information relating to the Trust and the Certificates.
On or before January 31 of each calendar year, beginning with
calendar year 1998, the Trustee shall distribute to each Person who at any time
during the preceding calendar year was a Series 1997-1 Certificateholder, a
statement prepared by the Servicer containing the information required to be
contained in the regular monthly report to Series 1997-1 Certificateholders,
aggregated for such calendar year or the applicable portion thereof during which
such Person was a Series 1997-1 Certificateholder, together with such other
customary information (consistent with the treatment of the
51
Certificates as debt) as the Servicer deems necessary or desirable to enable the
Series 1997-1 Certificateholders to prepare their tax returns. Such obligations
of the Trustee shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Trustee pursuant
to any requirements of the Internal Revenue Code as from time to time in effect.
SECTION 9. Early Amortization Events. If any one of the following
events shall occur with respect to the Investor Certificates:
(a) failure on the part of the Transferor (i) to make any payment or
deposit required by the terms of (A) the Agreement or (B) this Series
Supplement, on or before the date occurring five days after the date such
payment or deposit is required to be made herein or (ii) duly to observe or
perform in any material respect any covenants or agreements of the Transferor
set forth in the Agreement or this Series Supplement, which failure has a
material adverse effect on the Series 1997-1 Certificateholders (which
determination shall be made without reference to the amount of the Collateral
Investor Interest) 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 Trustee, or to the
Transferor and the Trustee by the Holders of Investor Certificates evidencing
Undivided Interests aggregating not less than 50% of the Invested Amount of this
Series 1997-1, and continues to affect materially and adversely the interests of
the Series 1997-1 Certificateholders (which determination shall be made without
reference to the amount of the Collateral Investor Interest) for such period;
(b) any representation or warranty made by the Transferor in the
Agreement or this Series Supplement, or any information contained in a computer
file or microfiche list required to be delivered by the Transferor pursuant to
Section 2.1 or 2.6, (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 Trustee, or to the Transferor and the Trustee by
52
the Holders of Investor Certificates evidencing Undivided Interests aggregating
not less than 50% of the Invested Amount of this Series 1997-1, and (ii) as a
result of which the interests of the Series 1997-1 Certificateholders are
materially and adversely affected (which determination shall be made without
reference to the amount of the Collateral Investor Interest) and continue to be
materially and adversely affected for such period; provided, however, that an
Early Amortization Event with respect to Series 1997-1 pursuant to this
subsection 9(b) shall not be deemed to have occurred hereunder if the Transferor
has accepted reassignment of the related Receivable, or all of such Receivables,
if applicable, during such period in accordance with the provisions of the
Agreement;
(c) the Transferor shall fail to convey Receivables arising under
Additional Accounts, or Participations, to the Trust, as required by subsection
2.6(a);
(d) any Servicer Default shall occur which would have a material
adverse effect on the Series 1997-1 Certificateholders;
(e) the Class A Invested Amount shall not be paid in full on the
Class A Expected Final Payment Date or the Class B Invested Amount shall not be
paid in full on the Class B Expected Final Payment Date; or
(f) on any Determination Date, the Collateral Invested Amount is
less than the Required Collateral Invested Amount;
then, in the case of any event described in subsection 9(a), (b) or (d) hereof,
after the applicable grace period set forth in such subparagraphs, either the
Trustee or Holders of Investor Certificates evidencing Undivided Interests
aggregating not less than 50% of the Invested Amount of this Series 1997-1 by
notice then given in writing to the Transferor and the Servicer (and to the
Trustee if given by the Certificateholders) may declare that an Early
Amortization Event has occurred with respect to Series 1997-1 as of the date of
such notice, and in the case of any event described in subsection 9(c), (e) or
(f) hereof, an Early Amortization Event with respect to Series 1997-1 shall
occur without any
53
notice or other action on the part of the Trustee or the Investor
Certificateholders immediately upon the occurrence of such event.
SECTION 10. Series 1997-1 Termination. The right of the Investor
Certificateholders to receive payments from the Trust will terminate on the
first Business Day following the Series 1997-1 Termination Date.
SECTION 11. Counterparts. This Series Supplement may be executed in
any number of counterparts, each of which so executed shall be deemed to be an
original, but all of such counterparts shall together constitute but one and the
same instrument.
SECTION 12. Governing Law. THIS SERIES SUPPLEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 13. No Petition. The Transferor, the Servicer and the
Trustee, by entering into this Series Supplement and each Investor
Certificateholder, by accepting a Series 1997-1 Certificate hereby covenant and
agree that they will not at any time institute against the Trust, or join in any
institution against the Trust of, any bankruptcy proceedings under any United
States Federal or state bankruptcy or similar law in connection with any
obligations relating to the Investor Certificateholders, the Agreement or this
Series Supplement.
SECTION 14. Tax Representation and Covenant. Any holder of an
interest in the Trust acquired pursuant to Section 12.1(b) in respect of the
Series 1997-1 Certificates shall be required to represent and covenant in
connection with such acquisition that (x) it has neither acquired, nor will it
sell, trade or transfer any interest in the Trust or cause any interest in the
Trust to be marketed on or through either (i) an "established securities market"
within the meaning of Code section 7704(b)(1), including without limitation an
interdealer quotation system that regularly disseminates firm buy or sell
quotations by identified brokers or dealers by electronic means or otherwise or
(ii) a "secondary mar-
54
ket" within the meaning of Code section 7704(b)(2), including a market wherein
interests in the Trust are regularly quoted by any person making a market in
such interests and a market wherein any person regularly makes available bid or
offer quotes with respect to interests in the Trust and stands ready to effect
buy or sell transactions at the quoted prices for itself or on behalf of others,
(y) unless the Transferor consents otherwise, such holder (i) is properly
classified as, and will remain classified as, a "corporation" as described in
Code section 7701(a)(3) and (ii) is not, and will not become, an S corporation
as described in Code section 1361, and (z) it will (i) cause any participant
with respect to such interest otherwise permitted hereunder to make similar
representations and covenants for the benefit of the Transferor and the Trust
and (ii) forward a copy of such representations and covenants to the Trustee.
Each such holder shall further agree in connection with its acquisition of such
interest that, in the event of any breach of its (or its participant's)
representation and covenant that it (or its participant) is and shall remain
classified as a corporation other than an S corporation, the Transferor shall
have the right to procure a replacement investor to replace such holder (or its
participant), and further that such holder shall take all actions necessary to
permit such replacement investor to succeed to its rights and obligations as a
holder (or to the rights of its participant).
55
IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee
have caused this Series 1997-1 Supplement to be duly executed by their
respective officers as of the day and year first above written.
FIRST BANK OF SOUTH DAKOTA
(NATIONAL ASSOCIATION)
Transferor
By:_____________________________
Name:
Title:
FBS CARD SERVICES, INC.
Servicer
By:_____________________________
Name:
Title:
CITIBANK, N.A.
Trustee
By:_____________________________
Name:
Title:
56
EXHIBIT A-1
FORM OF CERTIFICATE
CLASS A
Unless this Certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to First Bank of South Dakota (National
Association) or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
No.__ $_______
CUSIP NO. ________
FIRST BANK CORPORATE CARD MASTER TRUST
CLASS A __%
ASSET BACKED CERTIFICATE, SERIES 1997-1
Evidencing an Undivided Interest in a trust, the corpus of which consists of a
portfolio of VISA(R)(1) charge card receivables generated or acquired by First
Bank of South Dakota (National Association) and other assets and interests
constituting the Trust under the Pooling and Servicing Agreement described
below.
(Not an interest in or obligation of
First Bank of South Dakota (National Association)
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class A Certificateholder") is
the registered owner of an Undivided Interest in a trust (the "Trust"), the
corpus of which consists of a portfolio of receivables (the "Receivables") now
existing and hereafter created and arising in connection with selected VISA
charge card
--------
(1) VISA(R) is a federally registered servicemark of Visa U.S.A., Inc.
accounts (the "Accounts") of First Bank of South Dakota (National Association),
a national banking association, all monies due or to become due in payment of
the Receivables (including all recoveries on any charged-off Receivables and
amounts, if any, paid by corporate clients as co-obligors under Corporate Card
Agreements), the right to certain amounts received as Net Interchange, the
benefits of the Collateral Investor Interest, all proceeds of the foregoing and
the other assets and interests constituting the Trust pursuant to a Pooling and
Servicing Agreement dated as of January 1, 1997, as supplemented by the Series
1997-1 Supplement dated as of January __, 1997 (collectively, as amended from
time to time, the "Pooling and Servicing Agreement"), by and among First Bank of
South Dakota (National Association), as Transferor (the "Transferor"), FBS Card
Services, Inc., as Servicer (the "Servicer"), and Citibank, N.A., as Trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth herein. To the extent not defined herein, capitalized terms used
herein have the respective meanings assigned to them in the Pooling and
Servicing Agreement.
A portion of the Collections on the Receivables received in any
Collection Period equal to the product of the aggregate amount of such
Collections and the Yield Factor will be treated as Yield Collections. The
remainder of such Collections will be treated as Principal Collections. The
Yield Factor will be equal to __%. Yield Collections will also include certain
amounts of Net Interchange attributed to cardholder charges in the Accounts
during each Collection Period.
The Series 1997-1 Certificates are issued in two classes, the Class
A Certificates (of which this certificate is one) and the Class B Certificates,
which are subordinated to the Class A Certificates in certain rights of payment
as described herein and in the Pooling and Servicing Agreement.
The Transferor has structured the Pooling and Servicing Agreement
and the Series 1997-1 Certificates with the intention that the Series 1997-1
Certificates will qualify under applicable tax law as indebtedness, and each of
the Transferor, the Holder of the Exchangeable Transferor Certificate, the
Servicer and each Series 1997-1 Certificateholder (or Series 1997-1 Certificate
Owner) by acceptance of its Series 1997-1 Certificate (or in the case of a
Series 1997-1 Certificate Owner, by virtue of such Series 1997-1 Certificate
Owner's acquisition of a beneficial interest therein), agrees to treat and to
take no action inconsistent with the treatment of the Series 1997-1 Certificates
(or any beneficial interest therein) as indebtedness for purposes of federal,
state, local and foreign income or franchise taxes and any other tax imposed on
or measured by income. Each Series 1997-1 Certificateholder agrees that it will
cause any Series 1997-1 Certificate Owner acquiring an interest in a Series
1997-1 Certificate through it to comply with the Pooling and Servicing
A-1-2
Agreement as to treatment of the Series 1997-1 Certificates as indebtedness for
certain tax purposes.
This Class A Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling and Servicing Agreement, to
which Pooling and Servicing Agreement, as amended from time to time, the Class A
Certificateholder by virtue of the acceptance hereof assents and by which the
Class A Certificateholder is bound. This Class A Certificates is one of a duly
authorized Series of Investor Certificates entitled "First Bank Corporate Card
Master Trust Class A __% Asset Backed Certificates, Series 1997-1" (the "Class A
Certificates"), each of which represents an Undivided Interest in the Trust,
including the right to receive the Collections and other amounts allocated to
the Class A Certificates at the times and in the amounts specified in the
Pooling and Servicing Agreement and to be deposited in the Investor Accounts,
the Principal Funding Account, the Interest Funding Account and the Reserve
Account or paid to the Class A Certificateholders.
Also issued under the Pooling and Servicing Agreement are the "First
Bank Corporate Card Master Trust Class B __% Asset Backed Certificates, Series
1997-1" (the "Class B Certificates"), which represent an Undivided Interest in
the Trust subordinate to the Class A Certificates, and the "First Bank Corporate
Card Master Trust Collateral Investor Interest, Series 1997-1" (the "Collateral
Investor Interest" and, collectively with the Class A Certificates and the Class
B Certificates, the "Investor Certificates"), which is an undivided interest in
the Trust subordinated to the Class A Certificates and Class B Certificates. The
subordination of the Class B Certificates and the subordination of the
Collateral Investor Interest to the Class A Certificates shall constitute the
Credit Enhancement for the Class A Certificates.
The aggregate interest represented by the Class A Certificates and
the Class B Certificates at any time in the assets of the Trust shall not exceed
an amount equal to the Class A Invested Amount and the Class B Invested Amount,
respectively, at such time. As of the Closing Date, the Class A Initial Invested
Amount is $___________, the Class B Initial Invested Amount is $__________ and
the Collateral Initial Invested Amount is $_____________. The Class A Invested
Amount on any date of determination will be an amount equal to (a) the Class A
Initial Invested Amount minus (b) the aggregate amount of principal payments
made to the Class A Certificateholders prior to such date, minus (c) the
aggregate amount of unreimbursed Class A Investor Charge-Offs for all prior
Transfer Dates; provided, however, that the Class A Invested Amount may not be
reduced below zero.
For the purpose of allocating Yield Collections and Defaulted
Receivables for each Collection Period during the
A-1-3
Accumulation Period, the Class A Invested Amount will be reduced (such reduced
amount, the "Class A Adjusted Invested Amount") by the aggregate principal
amount of funds on deposit in the Principal Funding Account. The Class A
Invested Amount together with the aggregate interest represented by the Class B
Certificates in the assets of the Trust (the "Class B Invested Amount") and the
aggregate interest represented by the Collateral Invested Amount in the assets
of the Trust are sometimes collectively referred to herein as the "Invested
Amount."
In addition to the Class A Certificates, the Class B Certificates
and the Collateral Investor Interest, an Exchangeable Transferor Certificate
representing an undivided interest in the Trust will be issued to the Transferor
pursuant to the Pooling and Servicing Agreement. The Exchangeable Transferor
Certificate will represent the interest in the assets of the Trust not
represented by all of the Series of Investor Certificates issued by the Trust.
The Exchangeable Transferor Certificate may be exchanged by the Transferor
pursuant to the Pooling and Servicing Agreement for a newly issued Series of
Investor Certificates and a reissued Exchangeable Transferor Certificate upon
the conditions set forth in the Pooling and Servicing Agreement.
Interest will accrue on the Class A Certificates at a per annum rate
equal to __% per annum (the "Class A Certificate Rate"), and, except as
otherwise provided herein, will be distributed to Class A Certificateholders
semiannually on the __th day of _______ and _______ of each year (or, if any
such day is not a Business Day, on the next succeeding Business Day) and on the
Class A Expected Final Payment Date (each, an "Interest Payment Date"),
commencing ______ __, 1997. If an Early Amortization Event occurs, then
thereafter interest will be distributed to the Class A Certificateholders
monthly on each Special Payment Date. Interest for any Interest Payment Date
will include accrued interest at the Class A Certificate Rate from and including
the Closing Date (in the case of the first Interest Payment Date) or from and
including the __th day of the sixth calendar month preceding the calendar month
in which such Interest Payment Date occurs, to but excluding the __th day of the
calendar month in which such Interest Payment Date occurs. Interest for any
Interest Payment Date or Special Payment Date due but not paid on an Interest
Payment Date or Special Payment Date will be due on the next succeeding Interest
Payment Date or Special Payment Date together with, to the extent permitted by
applicable law, additional interest on such overdue interest at the Class A
Certificate Rate. Interest will be calculated on the basis of a 360-day year of
twelve 30-day months.
During the Early Amortization Period, in addition to monthly
payments of interest, Class A Monthly Principal will be distributed to the Class
A Certificateholders on each Special
A-1-4
Payment Date until the Class A Invested Amount has been paid in full. With
respect to the Accumulation Period, in addition to semiannual payments of
interest, the amount on deposit in the Principal Funding Account will be
distributed as principal to the Class A Certificateholders on the ______ ____
Distribution Date (the "Class A Expected Final Payment Date"), unless
distributed earlier as a result of the occurrence of an Early Amortization Event
in accordance with the Pooling and Servicing Agreement.
On or before each Transfer Date, the Servicer shall instruct the
Trustee in writing to withdraw and the Trustee, acting in accordance with such
instructions, shall withdraw on such Transfer Date, from the Collection Account
to the extent of funds on deposit therein (i) from Yield Collections processed
as of the end of the preceding Collection Period which have been allocated to
the Series 1997-1 Certificates, (ii) with respect to the Class A Certificates,
from other amounts constituting Class A Available Funds, and (iii) with respect
to the Class B Certificates, from other amounts constituting Class B Available
Funds, the following amounts: (x) an amount equal to one-twelfth (1/12) of the
product of (i) the Class A Certificate Rate and (ii) the outstanding principal
balance of the Class A Certificates as of the last Business Day of the preceding
calendar month ("Class A Monthly Interest"); provided, however, that with
respect to the first Distribution Date, Class A Monthly Interest shall be equal
to the interest accrued on the outstanding principal balance of the Class A
Certificates as of the Closing Date at the Class A Certificate Rate for the
period from and including the Closing Date through the day preceding such
Distribution Date; and (y) amounts up to the Class B Monthly Interest followed
by the Collateral Monthly Interest, in the actual amounts and manner described
in the Pooling and Servicing Agreement. The Trustee shall deposit the amounts
withdrawn from the Collection Account in respect of Class A Monthly Interest and
Class B Monthly Interest into the Interest Funding Account on such Transfer
Date.
On each Transfer Date, the Trustee shall allocate the Class A
Available Funds on deposit in the Collection Account, as required by the Pooling
and Servicing Agreement, in the following order of priority: (i) an amount equal
to the Class A Monthly Interest 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 Interest for such Transfer Date, (ii) an amount equal to the Class A
Servicing Fee for the prior Collection Period plus the amount of any Class A
Servicing Fee due but not paid on any prior Transfer Date and (iii) an amount
equal to the Class A Investor Default Amount, if any, for the prior Collection
Period. The Trustee on each Transfer Date shall allocate the Class B Available
Funds on deposit in the Collection Account, as required by the Pooling and
Servicing Agreement, in the following order of priority: (i) the Class B Monthly
Interest for such Transfer Date, plus the amount of any Class B
A-1-5
Deficiency Amount for such Transfer Date, plus the amount of any Class B
Additional Interest for such Transfer Date, and (ii) the Class B Servicing Fee
for the prior Collection Period plus the amount of any Class B Servicing Fee due
but not paid on any prior Transfer Date. The balance of the amount allocated
from the Collection Account to the Series 1997-1 Certificates, if any, after
giving effect to the applications above and payments in respect of the
Collateral Servicing Fee shall constitute "Excess Spread."
On or before the Transfer Date immediately succeeding the Collection
Period in which the Accumulation Period or the Early Amortization Period
commences and on or before each Transfer Date thereafter, the Servicer shall
instruct the Trustee in writing to withdraw, and the Trustee, acting in
accordance with such instructions, shall withdraw on such Transfer Date from the
Collection Account an amount equal to the Available Investor Principal
Collections on deposit in the Collection Account and from such amounts, (A)
deposit or distribute, as the case may be, an amount equal to Class A Monthly
Principal (i) during the Accumulation Period, into the Principal Funding
Account, and (ii) during the Early Amortization Period, to the Paying Agent for
payment to the Class A Certificateholders on the next Special Payment Date, (B)
after the Class A Invested Amount has been paid in full, distribute an amount
equal to Class B Monthly Principal to the Paying Agent for payment to the Class
B Certificateholders on the next Distribution Date, and (C) any remaining
Available Investor Principal Collections shall be used for payment of Collateral
Monthly Principal.
On the earlier to occur of the first Transfer Date with respect to
the Early Amortization Period or the Transfer Date immediately preceding the
Class A Expected Final Payment Date, the Servicer shall instruct the Trustee to
withdraw, and the Trustee shall withdraw from the Principal Funding Account the
amount on deposit therein and distribute such amount to the Paying Agent for
payment to the Class A Certificateholders on the first Special Payment Date with
respect to the Early Amortization Period or the Class A Expected Final Payment
Date, as applicable.
On the Class A Expected Final Payment Date or on each Special
Payment Date with respect to an Early Amortization Period, the Trustee shall pay
from amounts on deposit in the Collection Account an amount equal to the lesser
of the Class A Invested Amount and the amount of Available Investor Principal
Collections on deposit in the Collection Account with respect to the related
Collection Period, and after the Class A Invested Amount has been paid in full
(after taking into account distributions to be made on the related Distribution
Date), Available Investor Principal Collections shall be applied to the Class B
Certificates and Collateral Investor Interest as specified in the Pooling and
Servicing Agreement.
A-1-6
On each Interest Payment Date or Special Payment Date, the Trustee
shall pay to the Class A Certificateholders and the Class B Certificateholders
the amounts deposited on the related Transfer Date or Transfer Dates into the
Interest Funding Account in respect of Class A Monthly Interest and Class B
Monthly Interest, respectively. On each Transfer Date, the Trustee shall pay to
the Collateral Interest Holder the Collateral Monthly Interest, to the extent
funds are available. Distributions with respect to this Series 1997-1
Certificate will be made by the Trustee by, except as otherwise provided in the
Pooling and Servicing Agreement, check mailed to the address of each Series
1997-1 Certificateholder of record appearing in the Certificate Register and
except for the final distribution in respect of this Series 1997-1 Certificate,
without the presentation or surrender of this Series 1997-1 Certificate or the
making of any notation thereon; provided, however, that with respect to Series
1997-1 Certificates registered in the name of the nominee of a Clearing Agency,
distributions will be made by wire transfer of immediately available funds.
This Class A Certificate represents an interest in only the First
Bank Corporate Card Master Trust. This Class A Certificate does not represent an
obligation of, or an interest in, the Transferor or the Servicer, and neither
the Series 1997-1 Certificates nor the Accounts or Receivables are insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency. This Series 1997-1 Certificate is limited in right of
payment to certain collections and other amounts in respect of the Receivables,
all as more specifically set forth herein and in the Pooling and Servicing
Agreement.
The transfer of this Class A Certificate shall be registered in the
Certificate Register upon surrender of this agency maintained by the Transfer
Agent and Registrar accompanied by a written instrument of transfer in a form
satisfactory to the Trustee and the Transfer Agent and Registrar duly executed
by the Class A Certificateholder or such Class A Certificateholder's
attorney-in-fact duly authorized in writing, and thereupon one or more new Class
A Certificates of authorized denominations and for the same aggregate Undivided
Interests will be issued to the designated transferee or transferees.
The Servicer, the Trustee and the Transfer Agent and Registrar, and
any agent of any of them, may treat the Person in whose name this Class A
Certificate is registered as the owner hereof for all purposes, and neither the
Servicer, the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor
any agent of any of them or of any such agent shall be affected by notice to the
contrary except in certain circumstances described in the Pooling and Servicing
Agreement.
A-1-7
The Pooling and Servicing Agreement provides that the right of the
Series 1997-1 Certificateholders to receive payment from the Trust will
terminate on the first Business Day following the Series 1997-1 Termination
Date. Upon the termination of the Trust pursuant to Section 12.1 of the Pooling
and Servicing Agreement, the Trustee shall assign and convey to the Holder of
the Exchangeable Transferor Certificate (without recourse, representation or
warranty) all right, title and interest of the Trust in the Receivables, whether
then existing or thereafter created, and all proceeds of such Receivables and
Insurance Proceeds relating to such Receivables. The Trustee shall execute and
deliver such instruments of transfer and assignment, in each case without
recourse, as shall be prepared by the Servicer reasonably requested by the
Holder of the Exchangeable Transferor Certificate to vest in such Holder all
right, title and interest which the Trustee had in the Receivables.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Class A Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement, or be
valid for any purpose.
A-1-8
IN WITNESS WHEREOF, First Bank of South Dakota (National
Association) has caused this Class A certificate to be duly executed by a duly
authorized officer.
By:__________________________________
Authorized Officer
Date:___________________
CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates referred to in the
within-mentioned Pooling and Servicing Agreement.
CITIBANK, N.A.,
Trustee
By:______________________________________
Authorized Signatory
X-0-0
XXXXXXX X-0
FORM OF CERTIFICATE
CLASS B
Unless this Certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to First Bank of South Dakota (National
Association) or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
No.__ $_______
CUSIP NO. ________
FIRST BANK CORPORATE CARD MASTER TRUST
CLASS B __%
ASSET BACKED CERTIFICATE, SERIES 1997-1
Evidencing an Undivided Interest in a trust, the corpus of which consists of a
portfolio of VISA(R)(1) charge card receivables generated or acquired by First
Bank of South Dakota (National Association) and other assets and interests
constituting the Trust under the Pooling and Servicing Agreement described
below.
(Not an interest in or obligation of
First Bank of South Dakota (National Association)
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class B Certificateholder") is
the registered owner of an Undivided Interest in a trust (the "Trust"), the
corpus of which consists of a portfolio of receivables (the "Receivables") now
existing and hereafter created and arising in connection with selected VISA
charge card
--------
(1) VISA(R) is a federally registered servicemark of Visa U.S.A., Inc.
accounts (the "Accounts") of First Bank of South Dakota (National Association),
a national banking association, all monies due or to become due in payment of
the Receivables (including all recoveries on any charged-off Receivables and
amounts, if any, paid by corporate clients as co-obligors under Corporate Card
Agreements), the right to certain amounts received as Net Interchange, the
benefits of the Collateral Investor Interest, all proceeds of the foregoing and
the other assets and interests constituting the Trust pursuant to a Pooling and
Servicing Agreement dated as of January 1, 1997 as supplemented by the Series
1997-1 Supplement dated as of January __, 1997 (collectively, as amended from
time to time, the "Pooling and Servicing Agreement"), by and among First Bank of
South Dakota (National Association), as Transferor (the "Transferor"), FBS Card
Services, Inc. as Servicer (the "Servicer"), and Citibank, N.A., as Trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth herein. To the extent not defined herein, capitalized terms used herein
have the respective meanings assigned to them in the Pooling and Servicing
Agreement.
A portion of the Collections on the Receivables received in any
Collection Period equal to the product of the aggregate amount of such
Collections and the Yield Factor will be treated as Yield Collections. The
remainder of such Collections will be treated as Principal Collections. The
Yield Factor will be equal to __%. Yield Collections will also include certain
amounts of Net Interchange attributed to cardholder charges in the Accounts
during each Collection Period.
The Series 1997-1 Certificates are issued in two classes, the Class
A Certificates and the Class B Certificates (of which this certificate is one),
which are subordinated to the Class A Certificates in certain rights of payment
as described herein and in the Pooling and Servicing Agreement.
The Transferor has structured the Pooling and Servicing Agreement
and the Series 1997-1 Certificates with the intention that the Series 1997-1
Certificates will qualify under applicable tax law as indebtedness, and each of
the Transferor, the Holder of the Exchangeable Transferor Certificate, the
Servicer and each Series 1997-1 Certificateholder (or Series 1997-1 Certificate
Owner) by acceptance of its Series 1997-1 Certificate (or in the case of a
Series 1997-1 Certificate Owner, by virtue of such Series 1997-1 Certificate
Owner's acquisition of a beneficial interest therein), agrees to treat and to
take no action inconsistent with the treatment of the Series 1997-1 Certificates
(or any beneficial interest therein) as indebtedness for purposes of federal,
state, local and foreign income or franchise taxes and any other tax imposed on
or measured by income. Each Series 1997-1 Certificateholder agrees that it will
cause any Series 1997-1 Certificate Owner acquiring an interest in a Series
1997-1 Certificate through it to comply with the Pooling and Servicing
A-2-2
Agreement as to treatment of the Series 1997-1 Certificates as indebtedness for
certain tax purposes.
This Class B Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling and Servicing Agreement, to
which Pooling and Servicing Agreement, as amended from time to time, the Class B
Certificateholder by virtue of the acceptance hereof assents and by which the
Class B Certificateholder is bound. This Class B Certificates is one of a duly
authorized Series of Investor Certificates entitled "First Bank Corporate Card
Master Trust Class B __% Asset Backed Certificates, Series 1997-1" (the "Class B
Certificates"), each of which represents an Undivided Interest in the Trust,
including the right to receive the Collections and other amounts allocated to
the Class B Certificates at the times and in the amounts specified in the
Pooling and Servicing Agreement and to be deposited in the Investor Accounts,
the Principal Funding Account, the Interest Funding Account and the Reserve
Account or paid to the Class B Certificateholders.
Also issued under the Pooling and Servicing Agreement are the "First
Bank Corporate Card Master Trust Class A __% Asset Backed Certificates, Series
1997-1" (the "Class A Certificates"), which represent an Undivided Interest in
the Trust, and the "First Bank Corporate Card Master Trust Collateral Investor
Interest, Series 1997-1" (the "Collateral Investor Interest" and, collectively
with the Class A Certificates and the Class B Certificates, the "Investor
Certificates"), which is an undivided interest in the Trust subordinated to the
Class A Certificates and Class B Certificates. The subordination of the
Collateral Investor Interest to the Class B Certificates shall constitute the
Credit Enhancement for the Class B Certificates. The Class B Certificates are
subordinated to the Class A Certificates.
The aggregate interest represented by the Class A Certificates and
the Class B Certificates at any time in the assets of the Trust shall not exceed
an amount equal to the Class A Invested Amount and the Class B Invested Amount,
respectively, at such time. As of the Closing Date, the Class A Initial Invested
Amount is $__________, the Class B Initial Invested Amount is $_____________ and
the Collateral Initial Invested Amount is $____________. The Class B Invested
Amount on any date of determination will be an amount equal to (a) the Class B
Initial Invested Amount, minus (b) the aggregate amount of principal payments
made to the Class B Certificateholders prior to such date, minus (c) the
aggregate amount of Class B Investor Charge-Offs for all prior Transfer Dates,
minus (d) the amount of Reallocated Class B Principal Collections allocated
pursuant to subsection 4.12(a) of the Pooling and Servicing Agreement on all
prior Transfer Dates for which the Collateral Invested Amount has not been
reduced, minus (e) an amount equal to the amount by which the Class B Invested
Amount has been reduced on all prior
A-2-3
Transfer Dates pursuant to subsection 4.10(a) of the Pooling and Servicing
Agreement and plus (f) the aggregate amount of Excess Spread and Shared Excess
Yield Collections allocated and available on all prior Transfer Dates pursuant
to subsection 4.11(d) of the Pooling and Servicing Agreement, for the purpose of
reimbursing amounts deducted pursuant to the foregoing clauses (c), (d) and (e);
provided, however, that the Class B Invested Amount may not be reduced below
zero.
The Class B Invested Amount together with the Class A Invested
Amount and the aggregate interest represented by the Collateral Invested Amount
in the assets of the Trust are sometimes collectively referred to herein as the
"Invested Amount."
In addition to the Class A Certificates, the Class B Certificates
and the Collateral Investor Interest, an Exchangeable Transferor Certificate
representing an undivided interest in the Trust will be issued to the Transferor
pursuant to the Pooling and Servicing Agreement. The Exchangeable Transferor
Certificate will represent the interest in the assets of the Trust not
represented by all of the Series of Investor Certificates issued by the Trust.
The Exchangeable Transferor Certificate may be exchanged by the Transferor
pursuant to the Pooling and Servicing Agreement for a newly issued Series of
Investor Certificates and a reissued Exchangeable Transferor Certificate upon
the conditions set forth in the Pooling and Servicing Agreement.
Interest will accrue on the Class B Certificates at a per annum rate
equal to __% per annum (the "Class B Certificate Rate"), and, except as
otherwise provided herein, will be distributed to Class B Certificateholders
semiannually on the __th day of _______ and _______ of each year (or, if any
such day is not a Business Day, on the next succeeding Business Day) and on the
Class B Expected Final Payment Date (each, an "Interest Payment Date"),
commencing ______ __, 1997. If an Early Amortization Event occurs, then
thereafter interest will be distributed to the Class B Certificateholders
monthly on each Special Payment Date. Interest for any Interest Payment Date
will include accrued interest at the Class B Certificate Rate from and including
the Closing Date (in the case of the first Interest Payment Date) or from and
including the __th day of the sixth calendar month preceding the calendar month
in which such Interest Payment Date occurs, to but excluding the __th day of the
calendar month in which such Interest Payment Date occurs. Interest for any
Interest Payment Date or Special Payment Date due but not paid on an Interest
Payment Date or Special Payment Date will be due on the next succeeding Interest
Payment Date or Special Payment Date together with, to the extent permitted by
applicable law, additional interest on such overdue interest at the Class B
Certificate Rate. Interest will be calculated on the basis of a 360-day year of
twelve 30-day months.
A-2-4
During the Early Amortization Period, in addition to monthly
payments of interest, following payment in full of the Class A Invested Amount,
Class B Monthly Principal will be distributed to the Class B Certificateholder
on each Special Payment Date until the Class B Invested Amount has been paid in
full. With respect to the Accumulation Period following payment in full of the
Class A Invested Amount, Class B Monthly Principal will be distributed to the
Class B Certificateholders on the ______ ____ Distribution Date (the "Class B
Expected Final Payment Date"), unless distributed earlier as a result of the
occurrence of an Early Amortization Event in accordance with the Pooling and
Servicing Agreement.
On or before each Transfer Date, the Servicer shall instruct the
Trustee in writing to withdraw and the Trustee, acting in accordance with such
instructions, shall withdraw on such Transfer Date, from the Collection Account
to the extent of funds on deposit therein (i) from Yield Collections processed
as of the end of the preceding Collection Period which have been allocated to
the Series 1997-1 Certificates, (ii) with respect to the Class A Certificates,
from other amounts constituting Class A Available Funds, and (iii) with respect
to the Class B Certificates, from other amounts constituting Class B Available
Funds, the following amounts: (x) amounts up to the Class A Monthly Interest;
(y) an amount equal to one-twelfth (1/12) of the product of (i) the Class B
Certificate Rate and (ii) the outstanding principal balance of the Class B
Certificates as of the last Business Day of the preceding calendar month ("Class
B Monthly Interest"), provided, however, that with respect to the first
Distribution Date, Class B Monthly Interest shall be equal to the interest
accrued on the outstanding principal balance of the Class B Certificates as of
the Closing Date at the Class B Certificate Rate for the period from and
including the Closing Date through the day preceding such Distribution Date; and
(z) amounts up to the Collateral Monthly Interest, in the actual amounts and
manner described in the Pooling and Servicing Agreement. The Trustee shall
deposit the amounts withdrawn from the Collection Account in respect of Class A
Monthly Interest and Class B Monthly Interest into the Interest Funding Account.
On each Transfer Date, the Trustee shall allocate the Class A
Available Funds on deposit in the Collection Account, as required by the Pooling
and Servicing Agreement, in the following order of priority: (i) an amount equal
to the Class A Monthly Interest 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 Interest for such Transfer Date, (ii) an amount equal to the Class A
Servicing Fee for the prior Collection Period plus the amount of any Class A
Servicing Fee due but not paid on any prior Transfer Date and (iii) an amount
equal to the Class A Investor Default Amount, if any, for the prior Collection
Period. The Trustee on each Transfer Date shall
A-2-5
allocate the Class B Available Funds on deposit in the Collection Account, as
required by the Pooling and Servicing Agreement, in the following order of
priority: (i) the Class B Monthly Interest 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 Interest for such Transfer Date, and (ii) the Class B
Servicing Fee for the prior Collection Period plus the amount of any Class B
Servicing Fee due but not paid on any prior Transfer Date. The balance of the
amount allocated from the Collection Account to the Series 1997-1 Certificates,
if any, after giving effect to the applications above and payments in respect of
the Collateral Servicing Fee shall constitute "Excess Spread."
On or before the Transfer Date immediately succeeding the Collection
Period in which the Accumulation Period or the Early Amortization Period
commences and on or before each Transfer Date thereafter, the Servicer shall
instruct the Trustee in writing to withdraw, and the Trustee, acting in
accordance with such instructions, shall withdraw on such Transfer Date from the
Collection Account an amount equal to the Available Investor Principal
Collections on deposit in the Collection Account and from such amounts, (A)
deposit or distribute, as the case may be, an amount equal to Class A Monthly
Principal (i) during the Accumulation Period, into the Principal Funding
Account, and (ii) during the Early Amortization Period, to the Paying Agent for
payment to the Class A Certificateholders on the next Special Payment Date, (B)
after the Class A Invested Amount has been paid in full, distribute an amount
equal to Class B Monthly Principal to the Paying Agent for payment to the Class
B Certificateholders on the next Distribution Date, and (C) any remaining
Available Investor Principal Collections shall be used for payment of Collateral
Monthly Principal.
On the Class B Expected Final Payment Date or on each Distribution
Date with respect to an Early Amortization Period, the Trustee shall pay from
amounts on deposit in the Collection Account an amount equal to the lesser of
the Class B Invested Amount and the amount of Available Investor Principal
Collections on deposit in the Collection Account with respect to the related
Collection Period after payment of any Class A Monthly Principal, and after the
Class B Invested Amount has been paid in full (after taking into account
distributions to be made on the related Distribution Date), Available Investor
Principal Collections shall be applied to the Collateral Investor Interest as
specified in the Pooling and Servicing Agreement.
On each Interest Payment Date or Special Payment Date, the Trustee
shall pay to the Class A Certificateholders and the Class B Certificateholders
the amounts deposited on the related Transfer Date or Transfer Dates into the
Interest Funding Account in respect of Class A Monthly Interest and Class B
Monthly
A-2-6
Interest, respectively. On each Transfer Date, the Trustee shall pay to the
Collateral Interest Holder the Collateral Monthly Interest, to the extent funds
are available. Distributions with respect to this Series 1997-1 Certificate will
be made by the Trustee by, except as otherwise provided in the Pooling and
Servicing Agreement, check mailed to the address of each Series 1997-1
Certificateholder of record appearing in the Certificate Register and except for
the final distribution in respect of this Series 1997-1 Certificate, without the
presentation or surrender of this Series 1997-1 Certificate or the making of any
notation thereon; provided, however, that with respect to Series 1997-1
Certificates registered in the name of the nominee of a Clearing Agency,
distributions will be made by wire transfer of immediately available funds.
This Class B Certificate represents an interest in only the First
Bank Corporate Card Master Trust. This Class B Certificate does not represent an
obligation of, or an interest in, the Transferor or the Servicer, and neither
the Series 1997-1 Certificates nor the Accounts or Receivables are insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency. This Series 1997-1 Certificate is limited in right of
payment to certain collections and other amounts in respect of the Receivables,
all as more specifically set forth herein and in the Pooling and Servicing
Agreement.
The transfer of this Class B Certificate shall be registered in the
Certificate Register upon surrender of this agency maintained by the Transfer
Agent and Registrar accompanied by a written instrument of transfer in a form
satisfactory to the Trustee and the Transfer Agent and Registrar duly executed
by the Class B Certificateholder or such Class B Certificateholder's
attorney-in-fact duly authorized in writing, and thereupon one or more new Class
B Certificates of authorized denominations and for the same aggregate Undivided
Interests will be issued to the designated transferee or transferees.
The Servicer, the Trustee and the Transfer Agent and Registrar, and
any agent of any of them, may treat the Person in whose name this Class B
Certificate is registered as the owner hereof for all purposes, and neither the
Servicer, the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor
any agent of any of them or of any such agent shall be affected by notice to the
contrary except in certain circumstances described in the Pooling and Servicing
Agreement.
The Pooling and Servicing Agreement provides that the right of the
Series 1997-1 Certificateholders to receive payment from the Trust will
terminate on the first Business Day following the Series 1997-1 Termination
Date. Upon the termination of the Trust pursuant to Section 12.1 of the Pooling
and Servicing Agreement, the Trustee shall assign and convey to the Holder of
A-2-7
the Exchangeable Transferor Certificate (without recourse, representation or
warranty) all right, title and interest of the Trust in the Receivables, whether
then existing or thereafter created, and all proceeds of such Receivables and
Insurance Proceeds relating to such Receivables. The Trustee shall execute and
deliver such instruments of transfer and assignment, in each case without
recourse, as shall be prepared by the Servicer reasonably requested by the
Holder of the Exchangeable Transferor Certificate to vest in such Holder all
right, title and interest which the Trustee had in the Receivables.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Class B Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement, or be
valid for any purpose.
A-2-8
IN WITNESS WHEREOF, First Bank of South Dakota (National
Association) has caused this Class B Certificate to be duly executed by a duly
authorized officer.
By:__________________________________
Authorized Officer
Date:__________________
CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates referred to in the
within-mentioned Pooling and Servicing Agreement.
CITIBANK, N.A.
Trustee
By:___________________________________
Authorized Signatory
9
EXHIBIT B
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND NOTIFICATION
TO THE TRUSTEE
CITIBANK, N.A.
FIRST BANK CORPORATE CARD MASTER TRUST SERIES 1997-1
Collection Period ENDING __________ __, ____
Capitalized terms used in this notice have their respective meanings set forth
in the Pooling and Servicing Agreement. References herein to certain sections
and subsections are references to the respective sections and subsections of the
Pooling and Servicing Agreement as supplemented by the Series 1997-1 Supplement.
This notice is delivered pursuant to Section 4.9.
A) FBS Card Services, Inc. is the Servicer under the Pool-
ing and Servicing Agreement.
B) The undersigned is a Servicing Officer.
C) The date of this notice is on or before the related
Transfer Date under the Pooling and Servicing Agree-
ment.
I. INSTRUCTION TO MAKE A WITHDRAWAL
Pursuant to Section 4.9, the Servicer does hereby instruct the Trustee (i) to
make withdrawals or allocations, as the case may be, from the Collection
Account, the Principal Funding Account and the Distribution Account on
___________ __, ____, which date is a Transfer Date under the Pooling and
Servicing Agreement, in aggregate amounts set forth below in respect of the
following amounts and (ii) to apply the proceeds of such withdrawals in
accordance with accordance with subsection 3(a) of the Series 1997-1 Supplement
and Section 4.9 of the Pooling and Servicing Agreement:
A. Pursuant to subsection 3(a) of the Series
1997-1 Supplement:
1. Servicer Interchange $________________
B. Pursuant to subsection 4.9(a)(i):
1. Class A Monthly Interest at the Class
A Certificate Rate on the Class A In-
vested Amount $________________
2. Class A Deficiency Amount
$________________
3. Class A Additional Interest $________________
Page
----
C. Pursuant to subsection 4.9(a)(ii):
1. Class A Servicing Fee $________________
2. Accrued and unpaid Class A Servicing
Fee $________________
D. Pursuant to subsection 4.9(a)(iii):
1. Class A Investor Default Amount $________________
E. Pursuant to subsection 4.9(a)(iv):
1. Portion of Excess Spread from Class A
Available Funds to be allocated and
distributed as provided in Section
4.11 $________________
F. Pursuant to subsection 4.9(b)(i):
1. Class B Monthly Interest at the Class
B Certificate Rate on the Class B In-
vested Amount $________________
2. Class B Deficiency Amount $________________
3. Class B Additional Interest $________________
G. Pursuant to subsection 4.9(b)(ii):
1. Class B Servicing Fee $________________
2. Accrued and unpaid Class B Servicing
Fee $________________
H. Pursuant to subsection 4.9(b)(iii):
1. Portion of Excess Spread from Class B
Available Funds to be allocated and
distributed as provided in Section
4.11 $________________
I. Pursuant to subsection 4.9(c)(i):
1. Collateral Interest Servicing Fee, if
applicable $________________
2. Accrued and unpaid Collateral Interest
Servicing Fee, if applicable $________________
J. Pursuant to subsection 4.9(c)(ii):
1. Portion of Excess Spread from Collat-
eral Available Funds to be allocated
and distributed as provided in Section
4.11 $________________
Total $================
B-2
Page
----
K. Pursuant to subsection 4.9(d)(i):
1. Collateral Monthly Principal, if any,
applied in accordance with the Loan
Agreement $________________
L. Pursuant to subsection 4.9(d)(ii):
1. Amount to be treated as Shared Prin-
cipal Collections $________________
M. Pursuant to subsection 4.9(d)(iii):
1. Amount to be paid to the Holder of the
Exchangeable Transferor Certificate $________________
2. Amount to be deposited in the Excess
Funding Account $________________
N. Pursuant to subsection 4.9(e)(i):
1. Class A Monthly Principal $________________
O. Pursuant to subsection 4.9(e)(ii):
1. Class B Monthly Principal $________________
P. Pursuant to subsection 4.9(e)(iii):
1. Collateral Monthly Principal to be
applied in accordance with the Loan
Agreement $________________
Q. Pursuant to subsection 4.9(e)(iv):
1. Amount to be treated as Shared Prin-
cipal Collections $________________
R. Pursuant to subsection 4.9(e)(v):
1. Amount to be paid to the Holder of the
Exchangeable Transferor Certificate $________________
2. Amount to be deposited in the Excess
Funding Account $________________
Total $================
S. Pursuant to subsection 4.9(f):
1. Amount to be withdrawn from the Prin-
cipal Funding Account and deposited
into the Distribution Account
$________________
B-3
Page
----
II. INSTRUCTION TO MAKE CERTAIN PAYMENTS
Pursuant to Section 4.9, the Servicer does hereby instruct the Trustee to pay in
accordance with Section 5.1 from the Distribution Account on __________ __,
____, which date is a Distribution Date under the Pooling and Servicing
Agreement, amounts so deposited in the Distribution Account pursuant to Section
4.9 as set forth below:
A. Pursuant to subsection 4.9(g):
1. Amount to be distributed to Class A
Certificateholders $________________
2. Amount to be distributed to Class B
Certificateholders $________________
B. Pursuant to subsection 4.9(h)(i):
1. Amount to be distributed to the Class
A Certificateholders $________________
C. Pursuant to subsection 4.9(h)(ii):
1. Amount to be distributed to the Class
B Certificateholders
$________________
III. APPLICATION OF EXCESS SPREAD
Pursuant to Section 4.11, the Servicer does hereby instruct the Trustee to apply
the Excess Spread with respect to the related Collection Period and to make the
following distributions in the following priority:
A. The amount equal to the Class A Required
Amount, if any, which will be used to fund
the Class A Required Amount and be applied
in accordance with, and in the priority set
forth in, subsection 4.9(a) $________________
B. The amount equal to the aggregate amount of
Class A Investor Charge-Offs which have not
been previously reimbursed which will be
treated as a portion of Investor Principal
Collections and retained in the Collection
Account $________________
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C. The amount equal to the Class B Required
Amount, if any, which will be used to fund
the Class B Required Amount and be applied
in accordance with, and in the priority set
forth in, subsection 4.9(b)
D. The amount equal to the Class B Investor
Default Amount shall be treated as a por-
tion of Investor Principal Collections and
retained in the Collection Account $________________
E. The amount equal to the aggregate amount by
which the Class B Invested Amount has been
reduced below the initial Class B Invested
Amount for reasons other than the payment
of principal to the Class B Certificate-
holders (but not in excess of the aggregate
amount of such reductions which have not
been previously reimbursed) which will be
treated as a portion of Investor Principal
Collections and retained in the Collection
Account $________________
F. The amount equal to the Collateral Monthly
Interest plus the amount of any past due
Collateral Monthly Interest which will be
paid to the Collateral Interest Holder for
application in accordance with the Loan
Agreement $________________
G. The amount equal to the aggregate amount of
accrued but unpaid Collateral Interest Ser-
vicing Fees which will be paid to the
Servicer if the Transferor an Affiliate
thereof, Citibank, N.A. or an Affiliate
thereof is the Servicer $________________
H. The amount equal to the Collateral Default
Amount, if any, for the prior Collection
Period which will be treated as a portion
of Investor Principal Collections and re-
tained in the Collection Account $________________
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I. The amount equal to the aggregate amount by
which the Collateral Invested Amount has
been reduced below the Required Collateral
Interest for reasons other than the payment
of principal to the Collateral Invested
Amount Holder (but not in excess of the ag-
gregate amount of such reductions have not
been previously reimbursed) will be treated
as a portion of Investor Principal Collec-
tions and retained in the Collection Ac-
count $________________
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 subsection
4.17(f), the amount up to the excess, if any,
of the Required Reserve Account Amount over
the Available Reserve Account Amount which
shall be deposited into the Reserve Account $________________
K. The balance, if any, after giving effect to
the payments made pursuant to subparagraphs
(a) through (j) above which shall consti-
tute "Shared Excess Yield Collections" with
respect to other Series.
$________________
IV. REALLOCATED PRINCIPAL COLLECTIONS
Pursuant to Section 4.12, the Servicer does hereby instruct the Trustee to
allocate from the Collection Account Reallocated Principal Collections pursuant
to Section 4.12 with respect to the related Collection Period in the following
amounts:
A. Reallocated Collateral Principal Collec-
tions
B. Reallocated Class B Principal Collections
$________________ $________________
--------------------------------------------------------------------------------
V. 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 Collection Periods preceding the current calendar month
B. Subsection 4.9(a)(i) and (b)(i):
1. The aggregate amount of the Class A
Deficiency Amount $________________
2. The aggregate amount of Class B Defi-
ciency Amount $________________
C. Subsections 4.9(a)(ii) and (b)(ii):
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The aggregate amount of all accrued and
unpaid Investor Monthly Servicing Fees $________________
D. Section 4.10:
The aggregate amount of all unreimbursed
Investor Charge Offs $________________
B-7
IN WITNESS WHEREOF, the undersigned has duly executed this
certificate this ____ day of __________, ____.
FBS Card Services, Inc.
Servicer
By:_________________________________
Name:
Title:
B-8
EXHIBIT C
FORM OF SERIES 1997-1 CERTIFICATEHOLDERS' STATEMENT
FIRST BANK OF SOUTH DAKOTA (NATIONAL ASSOCIATION)
FIRST BANK CORPORATE CARD MASTER TRUST
The information which is required to be prepared with respect to the
distribution date of ___________ __, ____ and with respect to the performance of
the Trust during the related Collection Period.
Capitalized terms used in this Statement have their respective
meanings set forth in the Pooling and Servicing Agreement.
A. Information Regarding the Current Monthly Distribution
(Stated on the Basis of $1,000 Original Certificate
Principal Balance)
1. The amount of the current monthly
distribution in respect of Class A
Monthly Principal.................................$_________
2. The amount of the currently monthly
distribution in respect of Class B
Monthly Principal.................................$_________
3. The amount of the currently monthly
distribution in respect of Collateral
Monthly Principal.................................$_________
4. The amount of the currently monthly
distribution in respect of Class A
Monthly Interest..................................$_________
5. The amount of the currently monthly
distribution in respect of Class A
Deficiency Amounts................................$_________
6. The amount of the currently monthly
distribution in respect of Class A
Additional Interest...............................$_________
7. The amount of the currently monthly
distribution in respect of Class B
Monthly Interest..................................$_________
8. The amount of the currently monthly
distribution in respect of Class B
Deficiency Amounts................................$_________
9. The amount of the currently monthly
distribution in respect of Class B
Additional Interest...............................$_________
10. The amount of the currently monthly
distribution in respect of Collateral
Monthly Interest..................................$_________
11. The amount of the currently monthly
distribution in respect of any
accrued and unpaid Collateral
Monthly Interest..................................$_________
B. Information Regarding the Performance of the Trust
12. Principal Collection
(a) The aggregate amount of
Principal Collections processed during
the related Collection Period
which were allocated in respect
of the Class A Certificates.................$_________
(b) The aggregate amount of
Principal Collections processed during
the related Collection Period
which were allocated in respect
of the Class B Certificates.................$_________
(c) The aggregate amount of Principal
Collections processed during
the related Collection Period which
were allocated in respect of the
Collateral Investor Interest................$_________
13. Trust Principal Component
(a) The Trust Principal Component as of
the end of the day on the last day
of the related Collection Period............$_________
C-2
(b) The amount of Principal
Receivables in the Trust
represented by the Investor
Interest of Series 1997-1
as of the end of the day on
the last day of the related
Collection Period...........................$_________
(c) The amount of Principal
Receivables in the Trust
represented by the Series
1997-1 Adjusted Investor
Interest as of the end of
the day on the last day of
the related Collection Period...............$_________
(d) The amount of Principal
Receivables in the Trust
represented by the Class A
Invested Amount as of the
end of the day on the last
day of the related Monthly
Period......................................$_________
(e) The amount of Principal Receivables in the
Trust represented by the Class A Adjusted
Invested Amount as of the end of day
on the last day of the related Monthly
Period......................................$_________
(f) The amount of Principal
Receivables in the Trust
represented by the Class B
Invested Amount as of the
end of the day on the last
day of the related Monthly
Period......................................$_________
(g) The amount of Principal
Receivables in the Trust
represented by the Collateral
Interest as of the end of
the date on the last day of
the related Collection Period...............$_________
(h) The Floating Allocation Percentage
with respect to the related
Collection Period...........................$_________
C-3
(i) The Class A Floating Percentage
with respect to the related
Collection Period.............................._____%
(j) The Class B Floating Percentage
with respect to the related
Collection Period.............................._____%
(k) The Collateral Floating Percentage
with respect to the related
Collection Period.............................._____%
(l) The Fixed Allocation Percentage
with respect to the related
Collection Period.............................._____%
(m) The Class A Fixed Percentage
with respect to the related
Collection Period.............................._____%
(n) The Class B Fixed Percentage
with respect to the related
Collection Period.............................._____%
(o) The Collateral Fixed Percentage
with respect to the related
Collection Period.............................._____%
14. 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 Collection Period:
Aggregate Percentage
Account of Total
Balance Receivables
------- -----------
(a) 31 - 60 days: . . $___________ ____%
(b) 61 - 90 days: . . $___________ ____%
(c) 91 - 120 days:. . $___________ ____%
(d) 121 - or more days: $___________ ____%
Total: $___________ ____%
C-4
15. Investor Default Amount
(a) The Aggregate Investor Default
Amount for the related Monthly
Period......................................$_________
(b) The Class A Investor Default
Amount for the related Monthly
Period......................................$_________
(c) The Class B Investor Default
Amount for the related Monthly
Period......................................$_________
(d) The Collateral Default Amount
for the related Collection Period...........$_________
16. Investor Charge Offs
(a) The aggregate amount of
Class A Investor Charge-Offs
for the related Collection Period...........$_________
(b) The aggregate amount of
Class A Investor Charge-Offs
set forth in 5(a) above per
$1,000 of original Certificate
principal balance...........................$_________
(c) The aggregate amount of Class B
Investor Charge-Offs for the re-
lated Collection Period.....................$_________
(d) The aggregate amount of Class B Investor
Charge-Offs set forth in 5(c) above per
$1,000 of original certificate principal
amount......................................$_________
(e) The aggregate amount of
Collateral Charge-Offs for the
related Collection Period...................$_________
(f) The aggregate amount of
Collateral Charge-Offs set
forth in 5(e) above per $1,000
of original certificate principal
amount......................................$_________
C-5
(g) The aggregate amount of Class A
Investor Charge-Offs reimbursed
on the Transfer Date immediately
preceding this Distribution Date............$_________
(h) The aggregate amount of Class A Investor
Charge-Offs set forth in 5(g) above per
$1,000 original certificate principal
balance reimbursed on the Transfer Date
immediately preceding this Distribution
Date........................................$_________
(i) The aggregate amount of Class B
Investor Charge-Offs reimbursed
on the Transfer Date immediately
preceding this Distribution Date............$_________
(j) The aggregate amount of Class B Investor
Charge-Offs set forth in 5(i) above per
$1,000 original certificate principal
balance reimbursed on the Transfer Date
immediately preceding this Distribution
Date........................................$_________
(k) The aggregate amount of
Collateral Charge-Offs reimbursed
on the Transfer Date immediately
preceding this Distribution Date............$_________
(l) The aggregate amount of Collateral
Charge-Offs set forth in 5(k) above per
$1,000 original certificate principal amount
reimbursed on the Transfer Date immediately
preceding Distribution Date.................$_________
17. Monthly Investor Servicing Fee
(a) The amount of the Class A
Servicing Fee payable by the
Trust to the Servicer for
the related Collection Period...............$_________
(b) The amount of the Class B
Servicing Fee payable by the
Trust to the Servicer for
C-6
the related Collection Period...............$_________
(c) The amount of the Collateral
Interest Servicing Fee payable
by the Trust to the Servicer for
the related Collection Period...............$_________
18. Reallocations
(a) The amount of Reallocated
Collateral Principal
Collections with respect to
this Distribution Date......................$_________
(b) The amount of Reallocated
Class B Principal Collections
with respect to this Distri-
bution Date.................................$_________
(c) The Collateral Invested Amount as
of the close of business on
this Distribution Date......................$_________
(d) The Class B Invested Amount
as of the close of business
on this Distribution Date...................$_________
19. Yield Collections
(a) The aggregate amount of Yield Collections
processed during the related Collection
Period which were allocated in respect of
the Class A Certificate.....................$_________
(b) The aggregate amount of Yield Collections
processed during the related Collection
Period which were allocated in respect of
the Class B Certificates....................$_________
(c) The aggregate amount of Yield Collections
processed during the related Collection
Period which were allocated in respect of
the Collateral Investor Interest............$_________
C-7
20. Principal Funding Amount
(a) The principal amount on
deposit in the Principal
Funding Account on the
related Transfer Date.......................$_________
(b) The Deficit Controlled Accumulation Amount
with respect to the related
Collection Period...........................$_________
(c) The Principal Funding In-
vestment Proceeds deposited
in the Collection Account
on the related Transfer Date................$_________
(d) The amount of all or the portion
of the Reserve Draw Amount deposited
in the Collection Account on the
related Transfer Date from
the Reserve Account.........................$_________
21. Reserve Draw Amount...............................$_________
22. Available Funds
(a) The amount of Class A
Available Funds on deposit
in the Collection Account
on the related Transfer Date................$_________
(b) The amount of Class B
Available Funds on deposit
in the Collection Account
on the related Transfer Date................$_________
(c) The amount of Collateral
Available Funds on deposit in
the Collection Account on
the related Transfer Date...................$_________
FBS CARD SERVICES, INC.
Servicer
By: __________________________
Name:
Title:
C-8
SCHEDULE TO EXHIBIT C
SCHEDULE TO MONTHLY SERVICER'S CERTIFICATE
COLLECTION PERIOD ENDING _________ __, ____
FIRST BANK OF SOUTH DAKOTA (NATIONAL ASSOCIATION)
FIRST BANK CORPORATE CARD MASTER TRUST Series 1997-1
1. The aggregate amount of the Investor
Percentage of Principal Collections.....................$_________
2. The aggregate amount of the Investor
Percentage of Yield Collections (excluding Inter
change).................................................$_________
3. The aggregate amount of the Investor
Percentage of Net Interchange...........................$_________
4. The aggregate amount of Servicer
Interchange.............................................$_________
5. The aggregate amount of funds on de-
posit in Collection Account
allocable to the Series 1997-1
Certificates............................................$_________
6. The aggregate amount of funds on
deposit in the Principal Funding
Account allocable to the Series 1997-1
Certificates............................................$_________
7. The aggregate amount to be withdrawn
from the Collection Account and
paid in accordance with the Loan
Agreement pursuant to Section 4.11......................$_________
8. The excess, if any, of the Required
Collateral Invested Amount over the
Collateral Invested Amount..............................$_________
9. The Collateral Invested Amount on the Transfer
Date of the current calendar month,
after giving effect to the deposits and
withdrawals on such Transfer Date is
equal to................................................$_________
10. The amount of Monthly Interest,
Deficiency Amounts and Additional
Interest payable to the
(i) Class A Certificateholders..........................$_________
(ii) Class B Certificateholders.........................$_________
(iii) Collateral Interest Holder........................$_________
11. The amount of principal payable to the
(i) Class A Certificateholders..........................$_________
(ii) Class B Certificateholders.........................$_________
(iii) Collateral Interest Holder........................$_________
12. The sum of all amounts payable to the
(i) Class A Certificateholders..........................$_________
(ii) Class B Certificateholders.........................$_________
(iii) Collateral Interest Holder........................$_________
13. To the knowledge of the undersigned, no
Early Amortization Event has occurred except as
described below:
None
S-2
IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this Certificate this ___th day of _________________, ____.
FBS CARD SERVICES, INC.
By: __________________________
Name:
Title:
S-3