SERIES [199_-_] SUPPLEMENT
Dated as of [ ], [199_]
to
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of April 24, 1998
$[ ]
------------------------------
UNIVERSAL CARD MASTER TRUST
Series [199_-_]
------------------------------
among
UNIVERSAL BANK
Transferor
UNIVERSAL CARD SERVICES CORP.
Servicer
and
BANKERS TRUST COMPANY
Trustee
on behalf of the Series [199_-_] Certificateholders
TABLE OF CONTENTS
Page
ARTICLE I
Creation of the Series [199_-_] Certificates
Section 1.01. Designation....................................................1
ARTICLE II
Definitions
Section 2.01. Definitions....................................................2
ARTICLE III
Servicing Fee and Interchange
Section 3.01. Servicing Compensation; Interchange...........................18
ARTICLE IV
Rights of Series [199_-_] Certificateholders and
Allocation and Application of Collections
Section 4.01. Collections and Allocations...................................20
Section 4.02. Determination of Monthly Interest; Interest Funding Account...22
Section 4.03. Principal Funding Account; Controlled Accumulation Period ....26
Section 4.04. Required Amount...............................................28
Section 4.05. Application of Class A Available Funds, Class B Available
Funds, Collateral Available Funds and Available Principal
Collections..............................................28
Section 4.06. Defaulted Amounts; Investor Charge-Offs.......................31
Section 4.07. Excess Spread; Excess Finance Charge Collections..............33
Section 4.08. Reallocated Principal Collections.............................34
Section 4.09. Excess Finance Charge Collections.............................35
Section 4.10. Reallocated Investor Finance Charge Collections...............36
Section 4.11. Shared Principal Collections..................................37
Section 4.12. Reserve Account...............................................38
Section 4.13. Determination of LIBOR........................................39
Section 4.14. Investment Instructions.......................................40
i
ARTICLE V
Distributions and Reports to
Series [199_-_] Certificateholders
Section 5.01. Distributions.................................................40
Section 5.02. Reports and Statements to Series [199_-_] Certificateholders..42
ARTICLE VI
Pay Out Events
Section 6.01. Pay Out Events................................................42
ARTICLE VII
Optional Repurchase; Series Termination
Section 7.01. Optional Repurchase...........................................44
Section 7.02. Series Termination............................................44
ARTICLE VIII
Final Distributions
Section 8.01. Sale of Receivables or Certificateholders' Interest pursuant to
Section 2.06 or 10.01 of the Agreement and Section 7.01
or 7.02 of this Supplement..............................45
Section 8.02. Distribution of Proceeds of Sale, Disposition or Liquidation of
the Receivables pursuant to Section 9.01 of the
Agreement...............................................46
ARTICLE IX
Miscellaneous Provisions
Section 9.01. Ratification of Agreement.....................................48
Section 9.02. Counterparts..................................................48
Section 9.03. Governing Law.................................................48
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 Monthly Series [199_-_] Certificateholders'
Statement
EXHIBIT D - Form of Servicer's Certificate
ii
SERIES [199_-_] SUPPLEMENT, dated as of [ ], [199_] (the
"Supplement"), between UNIVERSAL BANK, a national banking association, as
Transferor, UNIVERSAL CARD SERVICES CORP., as Servicer, and BANKERS TRUST
COMPANY, a banking corporation organized and existing under the laws of the
State of New York, not in its individual capacity, but solely as Trustee.
Pursuant to the Amended and Restated Pooling and Servicing
Agreement dated as of April 24, 1998 (as amended and supplemented, the
"Agreement"), among the Transferor, the Servicer and the Trustee, the Transferor
has continued the Universal Card Master Trust (the "Trust"). Section 6.03 of the
Agreement provides that the Transferor may from time to time direct the Trustee
to authenticate one or more new Series of Investor Certificates representing
fractional undivided interests in the Trust. The Principal Terms of any new
Series are to be set forth in a Supplement to the Agreement.
Pursuant to this Supplement, the Transferor and the Trustee
shall create a new Series of Investor Certificates and specify the Principal
Terms thereof.
ARTICLE I
Creation of the Series [199_-_] Certificates
Section 1.01. Designation. (a) There is hereby created a Series
of Investor Certificates to be issued pursuant to the Agreement and this
Supplement to be known as "Universal Card Master Trust, Series [199_-_]." The
Series [199_-_] Certificates shall be issued in two Classes, the first of which
shall be known as the "Class A Series [199_-_] [Floating Rate] Asset Backed
Certificates" and the second of which shall be known as the "Class B Series
[199_-_] [Floating Rate] Asset Backed Certificates." In addition, there is
hereby created a third Class of uncertificated interests in the Trust which,
except as expressly provided herein, shall be deemed to be "Investor
Certificates" for all purposes under the Agreement and this Supplement (other
than for purposes of the definition of the term "Tax Opinion" in Section 1.01 of
the Agreement) and which shall be known as the "Collateral Interest, Series
[199_-_]." The Collateral Interest shall be considered a Class of Series
[199_-_] for all purposes of the Agreement and this Supplement, including for
purposes of voting concerning the liquidation of the Trust pursuant to Section
9.01 of the Agreement. The Collateral Interest Holder shall be deemed to be the
Series Enhancer for all purposes under the Agreement and this Supplement.
(b) Series [199_-_] shall be included in Group [I] [and shall be
a Principal Sharing Series]. [Series [199_-_] shall be an Excess Allocation
Series.] [Series [199_-_] shall not be subordinated to any other Series.]
Notwithstanding any provision in the Agreement or in this Supplement to the
contrary, the first Distribution Date with respect to Series [199_-_] shall be
the [ ], [199_] Distribution Date and the first Monthly Period shall begin on
and include [ ], [199_] and end on and include [ ], [199_].
(c) 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 shall not be applicable to the Collateral Interest.
1
ARTICLE II
Definitions
Section 2.01. Definitions. (a) Whenever used in this Supplement,
the following words and phrases shall have the following meanings, and the
definitions of such terms are applicable to the singular as well as the plural
forms of such terms and the masculine as well as the feminine and neuter genders
of such terms.
"Additional Interest" means, with respect to any Distribution
Date, the Class A Additional Interest, the Class B Additional Interest and the
Collateral Additional Interest for such Distribution Date.
"Adjusted Invested Amount" shall mean, with respect to any date
of determination, an amount equal to the Invested Amount, less the Principal
Funding Account Balance on such date of determination.
"Available Principal Collections" shall mean, with respect to any
Monthly Period, an amount equal to the sum of (a) (i) an amount equal to the
Principal Allocation Percentage of Series [199_-_] Allocable Principal
Collections received during such Monthly Period minus (ii) the amount of
Reallocated Principal Collections with respect to such Monthly Period which
pursuant to subsection 4.08(a) or (b) are required to fund the Required Amount
for the related Distribution Date, (b) [any Shared Principal Collections with
respect to other Series that are allocated to Series [199_-_] in accordance with
Section 4.04 of the Agreement and Section 4.11 hereof, and (c)] any other
amounts which pursuant to Section 4.05 or 4.07 hereof are to be treated as
Available Principal Collections with respect to the related Distribution Date.
"Available Reserve Account Amount" shall mean, with respect to
any Distribution Date, the lesser of (a) the amount on deposit in the Reserve
Account on such date (before giving effect to any deposit to be made to the
Reserve Account on such date) and (b) the Required Reserve Account Amount.
"Base Rate" shall mean, with respect to any Monthly Period,
the annualized percentage equivalent of a fraction, the numerator of which is
equal to the sum of the Class A Monthly Interest, the Class B Monthly Interest,
Collateral Monthly Interest and the Monthly Servicing Fee with respect to the
related Distribution Date and the denominator of which is the Invested Amount as
of the last day of the preceding Monthly Period.
"Class A Additional Interest" shall have the meaning specified in
subsection 4.02(a).
"Class A Adjusted Invested Amount" shall mean, with respect to
any date of determination, an amount equal to the Class A Invested Amount less
the Principal Funding Account Balance (but not in excess of the Class A Invested
Amount) on such date.
"Class A Available Funds" shall mean, with respect to any Monthly
Period, an amount equal to the sum of (a) if such Monthly Period relates to a
Distribution Date with respect to the Controlled Accumulation Period, the amount
of Principal Funding Investment Proceeds, if any, with respect to such
Distribution Date, (b) the Class A Floating Percentage of the Reallocated
Investor Finance Charge Collections and (c) the amount of funds, if any, to be
withdrawn from the Reserve Account which, pursuant to subsection 4.12(d), are
required to be included in Class A Available Funds with respect to such
Distribution Date.
["Class A Certificate Rate" shall mean, for any Interest Period
with respect to the Class A Certificates, a per annum rate of [ ]% above LIBOR
determined on the related LIBOR Determination Date, calculated on the basis of
actual days elapsed and a 360-day year.]
2
"Class A Certificateholder" shall mean the Person in whose name a
Class A Certificate is registered in the Certificate Register.
"Class A Certificates" shall mean any one of the Certificates
executed by the Transferor and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-l.
"Class A Floating Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never exceed
100%) of a fraction, the numerator of which is equal to the Class A Adjusted
Invested Amount as of the close of business on the last day of the preceding
Monthly Period and the denominator of which is equal to the Adjusted Invested
Amount as of such day; provided, however, that with respect to the first Monthly
Period, the Class A Floating Percentage shall mean the percentage equivalent of
a fraction, the numerator of which is the Class A Initial Invested Amount and
the denominator of which is the Initial Invested Amount.
"Class A Initial Invested Amount" shall mean $[ ].
"Class A Interest Shortfall" shall have the meaning specified in
subsection 4.02(a).
"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 on or prior to such date, minus (c) the excess, if any, of
the aggregate amount of Class A Investor Charge-Offs for all prior Distribution
Dates over Class A Investor Charge-Offs reimbursed pursuant to subsection
4.07(b) prior to such date.
"Class A Investor Charge-Offs" shall have the meaning specified
in subsection 4.06(a).
"Class A Investor Default Amount" shall mean, with respect to
each Distribution Date, an amount equal to the product of (i) the Investor
Default Amount for the related Monthly Period and (ii) the Class A Floating
Percentage for such Monthly Period.
"Class A Monthly Interest" shall have the meaning specified in
subsection 4.02(a).
"Class A Principal Percentage" shall mean, with respect to any
Monthly Period (i) during 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 last day of the immediately preceding Monthly
Period and the denominator of which is the Invested Amount as of such day and
(ii) during the Controlled Accumulation Period or the Early Amortization 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 end of
the Revolving Period, and the denominator of which is the Invested Amount as of
the end of the Revolving Period; provided, however, that with respect to the
first Monthly Period, the Class A Principal Percentage shall mean the percentage
equivalent of a fraction, the numerator of which is the Class A Initial Invested
Amount and denominator of which is the Initial Invested Amount.
"Class A Required Amount" shall have the meaning specified in
subsection 4.04(a).
"Class A Servicing Fee" shall have the meaning specified in
Section 3.01.
"Class B Additional Interest" shall have the meaning specified in
subsection 4.02(b).
"Class B Adjusted Invested Amount" shall mean an amount equal to
the Class B Invested Amount less the positive difference, if any, between the
Principal Funding Account Balance and the Class A Invested Amount on such date.
2
"Class B Available Funds" shall mean, with respect to any Monthly
Period, an amount equal to the Class B Floating Percentage of the Reallocated
Investor Finance Charge Collections.
["Class B Certificate Rate" shall mean, for any Interest Period
with respect to the Class B Certificates, a per annum rate of [ ]% above LIBOR
determined on the related LIBOR Determination Date, calculated on the basis of
actual days elapsed and a 360-day year.]
"Class B Certificateholder" shall mean the Person in whose name a
Class B Certificate is registered in the Certificate Register.
"Class B Certificates" shall mean any one of the Certificates
executed by the Transferor and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-2.
"Class B Floating Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never exceed
100%) of a fraction, the numerator of which is equal to the Class B Adjusted
Invested Amount as of the close of business on the last day of the preceding
Monthly Period and the denominator of which is equal to the Adjusted Invested
Amount as of the close of business on such day; provided, however, that with
respect to the first Monthly Period, the Class B Floating Percentage shall mean
the percentage equivalent of a fraction, the numerator of which is the Class B
Initial Invested Amount and the denominator of which is the Initial Invested
Amount.
"Class B Initial Invested Amount" shall mean $[ ].
"Class B Interest Shortfall" shall have the meaning specified in
subsection 4.02(b).
"Class B Invested Amount" shall mean, on any date of
determination, 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 Distribution Dates, minus (d) the amount of
Reallocated Principal Collections allocated on all prior Distribution Dates
pursuant to subsection 4.08(a) (excluding any Reallocated Principal Collections
that have resulted in a reduction in the Collateral Invested Amount pursuant to
Section 4.08), minus (e) an amount equal to the amount by which the Class B
Invested Amount has been reduced on all prior Distribution Dates pursuant to
subsection 4.06(a) and plus (f) the amount of Excess Spread and Excess Finance
Charge Collections allocated and available on all prior Distribution Dates
pursuant to subsection 4.07(d) 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 4.06(b).
"Class B Investor Default Amount" shall mean, with respect to
each Distribution Date, an amount equal to the product of (i) the Investor
Default Amount for the related Monthly Period and (ii) the Class B Floating
Percentage for such Monthly Period.
"Class B Monthly Interest" shall have the meaning specified in
subsection 4.02(b).
"Class B Principal Percentage" shall mean, with respect to any
Monthly Period, (i) during 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 last day of the immediately preceding
Monthly Period and the denominator of which is the Invested Amount as of such
day and (ii) during the Controlled Accumulation Period or the Early Amortization
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 end
of the Revolving Period, and the denominator of which is the Invested Amount as
of the end of the Revolving Period; provided, however, that with respect to the
first Monthly Period, the Class B
5
Principal Percentage shall mean the percentage equivalent of a fraction, the
numerator of which is the Class B Initial Invested Amount and the denominator of
which is the Initial Invested Amount.
"Class B Required Amount" shall have the meaning set forth in
subsection 4.04(b).
"Class B Servicing Fee" shall have the meaning specified in
Section 3.01.
"Closing Date" shall mean [ ], [199_].
"Collateral Additional Interest" shall have the meaning specified
in subsection 4.02(e).
"Collateral Available Funds" shall mean with respect to any
Distribution Date, the Collateral Floating Percentage of Reallocated Investor
Finance Charge Collections with respect to the preceding Monthly Period.
"Collateral Charge-Offs" shall have the meaning specified in
subsection 4.06(c).
"Collateral Default Amount" shall mean, with respect to any
Distribution Date, the product of the Investor Default Amount for the related
Monthly Period and the Collateral Floating Percentage.
"Collateral Floating Percentage" shall mean, with respect to any
Distribution Date, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is equal to the Collateral
Invested Amount as of the close of business on the last day of the preceding
Monthly Period and the denominator of which is the Adjusted Invested Amount as
of the close of business on such last day; provided, however, that with respect
to the first Monthly Period, the Collateral Floating Percentage shall mean the
percentage equivalent of a fraction, the numerator of which is the Collateral
Initial Invested Amount and the denominator of which is the Initial Invested
Amount.
"Collateral Initial Invested Amount" shall mean $[ ].
"Collateral Interest" shall mean a fractional undivided interest
in the Trust which shall consist of the right to receive, to the extent
necessary to make the required payments to the Collateral Interest Holder under
this Supplement, the portion of Collections allocable thereto under the
Agreement and this Supplement and funds on deposit in the Collection Account
allocable thereto pursuant to the Agreement and this Supplement.
"Collateral Interest Holder" shall mean the entity so designated
in the Loan Agreement.
"Collateral Interest Shortfall" shall have the meaning specified
in subsection 4.02(e).
"Collateral Invested Amount" shall mean, when used with respect
to any date, 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 Distribution Dates pursuant to subsection 4.06(c),
minus (d) the aggregate amount of Reallocated Principal Collections allocated on
all prior Distribution Dates pursuant to Section 4.08 allocable to the
Collateral Invested Amount, minus (e) an amount equal to the amount by which the
Collateral Invested Amount has been reduced on all prior Distribution Dates
pursuant to subsections 4.06(a) and (b), and plus (f) the amount allocated and
available on all prior Distribution Dates pursuant to subsection 4.07(h), 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 Monthly Interest" shall have the meaning specified in
subsection 4.02(e).
"Collateral Principal Percentage" shall mean, with respect to any
Monthly Period, (i) during 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 last day of the immediately
preceding Monthly Period and the denominator of which is the Invested Amount as
of such day and (ii) during the Controlled Accumulation Period or the Early
Amortization 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 end of the Revolving Period, and the denominator of which is
the Invested Amount as of the end of the Revolving Period; provided, however,
that with respect to the first Monthly Period, the Collateral Principal
Percentage shall mean the percentage equivalent of a fraction, the numerator of
which is the Collateral Initial Invested Amount and the denominator of which is
the Initial Invested Amount.
"Collateral Rate" shall mean the rate specified in the Loan
Agreement.
"Collateral Servicing Fee" shall have the meaning set forth in
Section 3.01.
"Controlled Accumulation Amount" shall mean, for any Distribution
Date with respect to the Controlled Accumulation Period, $[ ]; provided,
however, that, if the Controlled Accumulation Period Length is determined to be
less than 12 months, the Controlled Accumulation Amount for each Distribution
Date with respect to the Controlled Accumulation Period will be equal to (i) the
product of (x) the sum of the Class A Initial Invested Amount and the Class B
Initial Invested Amount and (y) the Controlled Accumulation Period Factor for
the related Monthly Period divided by (ii) the Required Accumulation Factor
Number and provided, further, that after the Class A Invested Amount and the
Class B Invested Amount are paid in full, the Controlled Accumulation Amount
shall mean the Collateral Invested Amount.
"Controlled Accumulation Period" shall mean, unless a Pay Out
Event shall have occurred prior thereto, the period commencing at the close of
business on [ ], [ ], or such later date as is determined in accordance with
subsection 4.03(c) 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
and (c) the Series [199_-_] Termination Date.
"Controlled Accumulation Period Factor" shall mean, for each
Monthly Period, a fraction, the numerator of which is equal to the sum of the
series invested amounts as of the last day of the prior Monthly Period of all
outstanding Series, and the denominator of which is equal to the sum (without
duplication) of (a) the Series Invested Amount as of the last day of the prior
Monthly Period, (b) the series invested amounts as of the last day of the prior
Monthly Period of all outstanding Series (other than Series [199_-_]) that are
not expected to be in their revolving periods, and (c) the series invested
amounts as of the last day of the prior Monthly Period of all other outstanding
Series that are not Principal Sharing Series and are in their revolving periods.
"Controlled Accumulation Period Length" has the meaning specified
in subsection 4.03(c).
"Controlled Deposit Amount" shall mean, for any Distribution Date
with respect to the Controlled Accumulation Period, an amount equal to the sum
of the Controlled Accumulation Amount for such Distribution Date and any Deficit
Controlled Accumulation Amount for the immediately preceding Distribution Date.
"Covered Amount" shall mean, for any Distribution Date with
respect to the Controlled Accumulation Period or the first Special Payment Date,
if such Special Payment Date occurs prior to the date the Class A Invested
Amount is paid in full, an amount equal to the product of (i) a fraction, the
numerator of which is the actual number of days in the period from and including
the immediately preceding Distribution Date to but excluding such Distribution
Date and the denominator of which is 360,
6
times (ii) the Class A Certificate Rate in effect during such period, and (iii)
the Principal Funding Account Balance, if any, as of the preceding Distribution
Date.
"Deficit Controlled Accumulation Amount" shall mean (a) on the
first Distribution Date with respect to the Controlled Accumulation Period, the
excess, if any, of the Controlled Accumulation Amount for such Distribution Date
over the amount deposited in the Principal Funding Account on such Distribution
Date and (b) on each subsequent Distribution Date with respect to the Controlled
Accumulation Period, the excess, if any, of the Controlled Deposit Amount for
such subsequent Distribution Date over the amount deposited in the Principal
Funding Account on such subsequent Distribution Date.
"Distribution Date" shall mean [ ], [199_] and the seventeenth
day of each calendar month thereafter, or if such seventeenth day is not a
Business Day, the next succeeding Business Day.
"Early Amortization Period" shall mean the period commencing at
the close of business on the Business Day immediately preceding the day on which
a Pay Out Event with respect to Series [199_-_] is deemed to have occurred, and
ending on the first to occur of (i) the payment in full of the Invested Amount
or (ii) the Series [199_-_] Termination Date.
"Excess Finance Charge Collections" shall have the meaning
specified in Section 4.09.
"Excess Spread" shall mean, with respect to any Distribution
Date, the sum of the amounts, if any, specified pursuant to subsections
4.05(a)(iv), 4.05(b)(iii) and 4.05(c)(ii) with respect to such Distribution
Date.
"Expected Final Payment Date" shall mean the [ ] Distribution
Date.
"Finance Charge Shortfall" shall have the meaning specified in
Section 4.09.
"Floating Allocation Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never exceed
100%) of a fraction, the numerator of which is the Adjusted Invested Amount as
of the last day of the preceding Monthly Period (or with respect to the first
Monthly Period, the Initial Invested Amount) and the denominator of which is the
product of (x) the Series [199_-_] Allocation Percentage with respect to such
Monthly Period and (y) the sum of (i) the total amount of Principal Receivables
in the Trust as of such day (or with respect to the first Monthly Period, the
total amount of Principal Receivables in the Trust on the Closing Date) and (ii)
the principal amount on deposit in the Special Funding Account as of such last
day (or with respect to the first Monthly Period, as of the Closing Date);
provided, however, that with respect to any Monthly Period in which an Addition
Date for an Aggregate Addition or a Removal Date occurs the amount in (y)(i)
above shall be (1) the aggregate amount of Principal Receivables in the Trust at
the end of the day on the last day of the prior Monthly Period for the period
from and including the first day of such Monthly Period to but excluding the
related Addition Date or Removal Date and (2) the aggregate amount of Principal
Receivables in the Trust at the end of the day on the related Addition Date or
Removal Date for the period from and including the related Addition Date or
Removal Date to and including the last day of such Monthly Period.
["Group I" shall mean [Series [199-_],] Series 1997-1, Series
1995-3, Series 1996-1, Series 1996-2 and Series 1996-3 and each other Series
specified in the related Supplement to be included in Group I.]
"Group [I] Investor Additional Amounts" shall mean, with respect
to any Distribution Date, the sum of (a) Series [199_-_] Additional Amounts for
such Distribution Date and (b) for all other Series included in Group [I], the
sum of (i) the aggregate net amount by which the Invested Amounts of such Series
have been reduced as a result of investor charge-offs, subordination of
principal collections and funding the investor default amounts in respect of any
Class or Series Enhancement interests of such Series
7
as of such Distribution Date and (ii) if the applicable Supplements so provide,
the aggregate unpaid amount of interest at the applicable certificate rates that
has accrued on the amounts described in the preceding clause (i) for such
Distribution Date.
"Group [I] Investor Default Amount" shall mean, with respect to
any Distribution Date, the sum of (a) the Investor Default Amount for such
Distribution Date and (b) the aggregate amount of the investor default amounts
for all other Series included in Group [I] for such Distribution Date.
"Group [I] Investor Finance Charge Collections" shall mean, with
respect to any Distribution Date, the sum of (a) Investor Finance Charge
Collections for such Distribution Date and (b) the aggregate amount of the
investor finance charge collections for all other Series included in Group [I]
for such Distribution Date.
"Group [I] Investor Monthly Fees" shall mean with respect to any
Distribution Date, the sum of (a) Series [199_-_] Monthly Fees for such
Distribution Date and (b) the aggregate amount of the servicing fees, investor
fees, fees payable to any Series Enhancer and any other similar fees, which are
payable out of reallocated investor finance charge collections pursuant to the
related Supplements, for all other Series included in Group [I] for such
Distribution Date.
"Group [I] Investor Monthly Interest" shall mean, with respect to
any Distribution Date, the sum of (a) Series [199_-_] Monthly Interest for such
Distribution Date and (b) the aggregate amount of monthly interest, including
overdue monthly interest and interest on such overdue monthly interest, if such
amounts are payable out of reallocated investor finance charge collections
pursuant to the related Supplements, for all other Series included in Group [I]
for such Distribution Date.
"Initial Invested Amount" shall mean $[ ].
"Interest Funding Account" shall have the meaning set forth in
subsection 4.02(c)(i).
"Interest Funding Investment Proceeds" shall have the meaning
specified in subsection 4.02(c)(ii).
"Interest Payment Date" shall mean the 17th day of [ ], [ ], [ ]
and [ ] (or, if any such day is not a Business Day, the next succeeding Business
Day), and the Expected Final Payment Date, commencing on the [ ] [199_]
Distribution Date.
"Interest Period" shall mean, with respect to any Payment Date,
the period from and including the Payment Date immediately preceding such
Payment Date (or, in the case of the first Payment Date, from and including the
Closing Date) to but excluding such Payment Date.
"Invested Amount" shall mean, as of any date of determination, an
amount equal to the sum of (a) the Class A Invested Amount as of such date, (b)
the Class B Invested Amount as of such date and (c) the Collateral Invested
Amount as of such date.
"Investor Charge-Offs" shall mean Class A Investor Charge-Offs,
Class B Investor Charge-Offs and Collateral Charge-Offs.
"Investor Default Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) the Series [199_-_]
Allocable Defaulted Amount for the related Monthly Period and (b) the Floating
Allocation Percentage for such Monthly Period.
"Investor Finance Charge Collections" shall mean with respect to
any Distribution Date, an amount equal to the product of (a) the Floating
Allocation Percentage for the related Monthly Period and
8
(b) Series [199_-_] Allocable Finance Charge Collections deposited in the
Collection Account for the related Monthly Period.
["LIBOR" shall mean, for any Interest Period, an interest rate
per annum determined by the Trustee for such Interest Period in accordance with
the provisions of Section 4.13.]
["LIBOR Determination Date" shall mean [ ], [199_] for the
initial Interest Period, and the second London Business Day prior to the
commencement of the second and each subsequent Interest Period.]
"Loan Agreement" shall mean the agreement among the Transferor,
the Trustee and the Collateral Interest Holder, dated [ ], [199_].
"London Business Day" shall mean any day on which dealings in
deposits in United States dollars are transacted in the London interbank market.
"Monthly Interest" means, with respect to any Distribution Date,
the Class A Monthly Interest, the Class B Monthly Interest and the Collateral
Monthly Interest for such Distribution Date.
"Monthly Servicing Fee" shall have the meaning specified in
Section 3.01.
"Payment Date" shall mean any Interest Payment Date and any
Special Payment Date.
"Pay Out Event" shall mean any Pay Out Event specified in Section
6.01.
"Principal Allocation Percentage" shall mean, with respect to any
day during a Monthly Period, the percentage equivalent (which percentage shall
never exceed 100%) of a fraction, the numerator of which is (a) during the
Revolving Period, the Series Adjusted Invested Amount for Series [199_-_] as of
the last day of the immediately preceding Monthly Period (or, in the case of the
first Monthly Period, the Initial Invested Amount) and (b) during the Controlled
Accumulation Period or the Early Amortization Period, the Series Adjusted
Invested Amount for Series [199_-_] as of the last day of the Revolving Period
and the denominator of which is the product of (x) the sum of (i) the total
amount of Principal Receivables in the Trust as of the last day of the
immediately preceding Monthly Period (or with respect to the first Monthly
Period, the total amount of Principal Receivables in the Trust as of the Closing
Date) and (ii) the principal amount on deposit in the Special Funding Account as
of such last day (or with respect to the first Monthly Period, the Closing Date)
and (y) the Series [199_-_] Allocation Percentage as of the last day of the
immediately preceding Monthly Period; provided, however, that with respect to
any Monthly Period in which an Addition Date for an Aggregate Addition or a
Removal Date occurs the amount in (x)(i) above shall be (1) the aggregate amount
of Principal Receivables in the Trust at the end of the day on the last day of
the prior Monthly Period for the period from and including the first day of such
Monthly Period to but excluding the related Addition Date or Removal Date and
(2) the aggregate amount of Principal Receivables in the Trust at the end of the
day on the related Addition Date or Removal Date for the period from and
including the related Addition Date or Removal Date to and including the last
day of such Monthly Period; and provided further, that if after the commencement
of the Controlled Accumulation Period a Pay Out Event occurs with respect to
another Series that was designated in the Supplement therefor as a Series that
is a "Paired Series" with respect to Series [199_-_], the Transferor may, by
written notice delivered to the Trustee and the Servicer, designate a different
numerator for the foregoing fraction, provided that (x) such numerator is not
less than the Adjusted Invested Amount as of the last day of the revolving
period for such Paired Series, (y) the Transferor shall have received written
notice from each Rating Agency that the Rating Agency Condition has been
satisfied with respect to such designation and shall have delivered copies of
each such written notice to the Servicer and the Trustee and (z) the Transferor
shall have delivered to the Trustee an Officer's Certificate 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
9
cause a Pay Out Event or an event that, after the giving of notice or the lapse
of time, would constitute a Pay Out Event, to occur with respect to Series
[199_-_].
"Principal Funding Account" shall have the meaning specified in
subsection 4.03(a)(i).
"Principal Funding Account Balance" shall mean, with respect to
any date of determination during the Controlled Accumulation Period, the
principal amount, if any, on deposit in the Principal Funding Account on such
date of determination.
"Principal Funding Investment Proceeds" shall have the meaning
specified in subsection 4.03(a)(ii).
"Principal Funding Investment Shortfall" shall mean, with respect
to each Distribution Date during the Controlled Accumulation Period, the amount,
if any, by which the Principal Funding Investment Proceeds are less than the
Covered Amount.
"Reallocated Investor Finance Charge Collections" shall mean that
portion of Group [I] Investor Finance Charge Collections allocated to Series
[199_-_] pursuant to Section 4.10.
"Reallocated Principal Collections" shall mean, with respect to
any Monthly Period, the product of (a) the Series [199_-_] Allocable Principal
Collections deposited in the Collection Account for such Monthly Period and (b)
the sum of the Class B Principal Percentage and the Collateral Principal
Percentage.
"Reassignment Amount" shall mean, with respect to any
Distribution Date, after giving effect to any deposits and distributions
otherwise to be made on such Distribution Date, the sum of (i) the Adjusted
Invested Amount on such Distribution Date, plus (ii) Monthly Interest for such
Distribution Date and any Monthly Interest previously due but not distributed to
the Series [199_-_] Certificateholders or deposited to the Interest Funding
Account on a prior Distribution Date, plus (iii) the amount of Additional
Interest, if any, for such Distribution Date and any Additional Interest
previously due but not distributed to the Series [199_-_] Certificateholders or
deposited to the Interest Funding Account on a prior Distribution Date.
"Reference Banks" shall mean three major banks in the London
interbank market selected by the Servicer.
"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 three months
preceding the date of such calculation.
"Required Amount" shall mean, with respect to any Monthly Period,
the sum of the Class A Required Amount and the Class B Required Amount.
"Required Collateral Invested Amount" shall mean (i) initially $[
] and (ii) on any Distribution Date thereafter, [ ]% of the sum of the Class A
Adjusted Invested Amount on such Distribution Date, the Class B Adjusted
Invested Amount on such Distribution Date (in each case after taking into
account payments to be made on such Distribution Date) and the Collateral
Invested Amount on the prior Distribution Date after any adjustments made on
such Distribution Date, but not less than $[ ]; provided, however, that (1) if
either (a) there is a reduction in the Collateral Invested Amount pursuant to
clauses (c), (d) or (e) of the definition thereof during the Controlled
Accumulation Period or (b) a Pay Out Event with respect to the Series [199_-_]
Certificates has occurred, the Required Collateral Invested Amount for any
Distribution Date thereafter shall equal the Required Collateral Invested Amount
for the Distribution Date immediately preceding such reduction or Pay Out Event,
(2) in no event shall the
10
Required Collateral Invested Amount exceed the unpaid principal amount of the
Series [199_-_] Certificates as of the last day of the Monthly Period preceding
such Distribution Date after taking into account payments to be made on the
related Distribution Date and (3) the Required Collateral Invested Amount may be
reduced to a lesser amount at any time if the Rating Agency Condition is
satisfied.
"Required Reserve Account Amount" shall mean, with respect to any
Distribution Date on or after the Reserve Account Funding Date, an amount equal
to (1) [ ]% of the Class A Invested Amount as of the preceding Distribution Date
(after giving effect to all changes therein on such date) or (2) any other
amount designated by the Transferor, provided that if such amount is less than
the amount specified in clause (1) above, the Transferor shall have received
written notice from each Rating Agency that the Rating Agency Condition shall
have been satisfied with respect to such designation and shall have delivered
copies of each such written notice to the Servicer and the Trustee.
"Reserve Account" shall have the meaning specified in subsection
4.12(a).
"Reserve Account Funding Date" shall mean the Distribution Date
with respect to the Monthly Period which commences three months prior to the
Distribution Date with respect to the first Monthly Period in the Controlled
Accumulation Period or such earlier date as the Transferor may determine by
written notice to the Trustee and the Servicer.
"Reserve Account Surplus" shall mean, as of any date of
determination, 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 4.12(c).
"Revolving Period" shall mean the period beginning at the close
of business on the Series Cut-Off Date and ending on the earlier of (a) the
close of business on the day immediately preceding the day the Controlled
Accumulation Period commences and (b) the close of business on the day
immediately preceding the day the Early Amortization Period commences.
"Series Adjusted Portfolio Yield" shall mean, with respect to any
Monthly Period, the annualized percentage equivalent of a fraction, (A) the
numerator of which is equal to (a) Reallocated Investor Finance Charge
Collections with respect to such Monthly Period, plus (b) the amount of any
Principal Funding Investment Proceeds for the related Distribution Date, plus
(c) provided that each Rating Agency has consented in writing to the inclusion
thereof in calculating the Series Adjusted Portfolio Yield, any Excess Finance
Charge Collections that are allocated to Series [199_-_] with respect to such
Monthly Period plus (d) the amount of funds, if any, withdrawn from the Reserve
Account which pursuant to subsection 4.12(d) are required to be included as
Class A Available Funds for the Distribution Date with respect to such Monthly
Period minus (e) the Investor Default Amount for the Distribution Date with
respect to such Monthly Period, and (B) the denominator of which is the Invested
Amount as of the last day of the preceding Monthly Period.
"Series Cut-Off Date" shall mean the close of business on [ ],
[199_].
"Series [199_-_]" shall mean the Series of Certificates the terms
of which are specified in this Supplement.
"Series [199_-_] Additional Amounts" shall mean, with respect to
any Distribution Date, the sum of the amounts determined pursuant to subsections
4.07(b), (d) and (h) for such Distribution Date.
"Series [199_-_] Allocable Defaulted Amount" shall mean the
Series Allocable Defaulted Amount with respect to Series [199_-_].
11
"Series [199_-_] Allocable Finance Charge Collections" shall mean
the Series Allocable Finance Charge Collections with respect to Series [199_-_].
"Series [199_-_] Allocable Principal Collections" shall mean the
Series Allocable Principal Collections with respect to Series [199_-_].
"Series [199_-_] Allocation Percentage" shall mean the Series
Allocation Percentage with respect to Series [199_-_].
"Series [199_-_] Certificate" shall mean a Class A Certificate or
a Class B Certificate or the Collateral Interest.
"Series [199_-_] Certificateholder" shall mean a Class A
Certificateholder or a Class B Certificateholder or the Collateral Interest
Holder.
"Series [199_-_] Certificateholders' Interest" shall mean the
Certificateholders' Interest for Series [199_-_], including the Collateral
Interest.
"Series [199_-_] Monthly Fees" shall mean, with respect to any
Distribution Date, the amount determined pursuant to subsections 4.05(a)(iii),
(b)(ii) and (c)(i) and subsection 4.07(f).
"Series [199_-_] Monthly Interest" shall mean the amounts
determined pursuant to subsections 4.02(a), (b) and (e).
"Series [199_-_] Principal Shortfall" shall have the meaning
specified in Section 4.11.
"Series [199_-_] Termination Date" shall mean the [ ]
Distribution Date.
"Series Invested Amount" shall mean the Initial Invested Amount.
"Series Required Transferor Amount" shall mean an amount equal to
[ ]% of the Invested Amount.
"Servicing Base Amount" shall have the meaning specified in
Section 3.01.
"Servicing Fee Rate" shall mean 2.0% per annum.
"Special Payment Date" shall mean each Distribution Date with
respect to the Early Amortization Period.
["Telerate Page 3750" shall mean the display page currently so
designated on the Dow Xxxxx Telerate Service (or such other page as may replace
that page on that service for the purpose of displaying comparable rates or
prices).]
"Transferor Percentage" shall mean 100% minus (a) the Floating
Allocation Percentage, when used at any time with respect to Finance Charge
Receivables and Defaulted Receivables, or (b) the Principal Allocation
Percentage, when used at any time with respect to Principal Receivables.
(b) Notwithstanding anything to the contrary in this Supplement
or the Agreement, the term "Rating Agency" shall mean, whenever used in this
Supplement or the Agreement with respect to Series [199_-_], Xxxxx'x, Standard &
Poor's and Fitch; provided, however, that references to "Rating Agency" in the
definition of "Eligible Investments" shall be deemed to not include Fitch to the
extent that an investment is rated by Xxxxx'x and Standard & Poor's, but not by
Fitch. As used in this Supplement and in the Agreement with respect to Series
[199_-_], "highest investment category" shall mean (i) in the case of Standard &
Poor's, AAA or A-1+, as applicable, (ii) in the case of Xxxxx'x, Aaa or P-1, as
12
applicable, and (iii) in the case of Fitch, F-1+ or AAA, as applicable;
provided, however, that notwithstanding any other provision of the Agreement or
this Supplement to the contrary, for the purpose of investing funds on deposit
in the Interest Funding Account allocable to (i) Class B Monthly Interest, (ii)
the amount of any Class B Monthly Interest previously due but not distributed to
Class B Certificateholders or deposited in the Interest Funding Account and
(iii) Class B Additional Interest, "highest investment category" as used in the
definition of "Eligible Investments" shall mean, in the case of Standard &
Poor's, A-1 as well as A-1+ and, in the case of Fitch, F-1 as well as F-1+.
(c) Each capitalized term defined herein shall relate to the
Series [199_-_] Certificates and no other Series of Certificates issued by the
Trust, unless the context otherwise requires. All capitalized terms used herein
and not otherwise defined herein have the meanings ascribed to them in the
Agreement. In the event that any term or provision contained herein shall
conflict with or be inconsistent with any term or provision contained in the
Agreement, the terms and provisions of this Supplement shall govern.
(d) The words "hereof," "herein" and "hereunder" and words of
similar import when used in this Supplement shall refer to this Supplement as a
whole and not to any particular provision of this Supplement; references to any
Article, subsection, Section or Exhibit are references to Articles, subsections,
Sections and Exhibits in or to this Supplement unless otherwise specified; and
the term "including" means "including without limitation."
ARTICLE III
Servicing Fee and Interchange
Section 3.01. Servicing Compensation; Interchange. (a) Servicing
Fee. The share of the Servicing Fee allocable to the Series [199_-_]
Certificateholders with respect to any Distribution Date (the "Monthly Servicing
Fee") shall be equal to one-twelfth of the product of (a) the Servicing Fee Rate
and (b) (i) the Adjusted Invested Amount as of the last day of the Monthly
Period preceding such Distribution Date, minus (ii) the product of the amount,
if any, on deposit in the Special Funding Account as of the last day of the
Monthly Period preceding such Distribution Date and the Series [199_-_]
Allocation Percentage with respect to such Monthly Period (the amount calculated
pursuant to this clause (b) Amount"); provided, however, that with respect to
the first Distribution Date, the Monthly Servicing Fee shall be equal to $[ ].
The share of the Monthly Servicing Fee allocable to the Class A
Certificateholders with respect to any Distribution Date (the "Class A Servicing
Fee") shall be equal to one-twelfth of the product of (a) the Class A Floating
Percentage, (b) the Servicing Fee Rate and (c) the Servicing Base Amount;
provided, however, that with respect to the first Distribution Date, the Class A
Servicing Fee shall be equal to $[ ]. The share of the Monthly Servicing Fee
allocable to the Class B Certificateholders with respect to any Distribution
Date (the "Class B Servicing Fee") shall be equal to one-twelfth of the product
of (a) the Class B Floating Percentage, (b) Servicing Fee Rate and (c) the
Servicing Base Amount; provided, however, that with respect to the first
Distribution Date, the Class B Servicing Fee shall be equal to $[ ]. The share
of the Monthly Servicing Fee allocable to the Collateral Interest with respect
to any Distribution Date (the "Collateral Servicing Fee") shall be equal to
one-twelfth of the product of the (a) Collateral Floating Percentage, (b) the
Servicing Fee Rate and (c) the Servicing Base Amount; provided, however, that
with respect to the first Distribution Date, the Collateral Servicing Fee shall
be equal to $[ ]. The remainder of the Servicing Fee shall be paid by the
Holders of the Transferor Certificates or the investor certificateholders of
other Series (as provided in the related Supplements) and in no event shall the
Trust, the Trustee or the Series [199_-_] Certificateholders be liable for the
share of the Servicing Fee to be paid by the Holders of the Transferor
Certificates or the investor certificateholders of any other Series. To the
extent that the Class A Servicing Fee, the Class B Servicing Fee and the
Collateral Servicing Fee are not paid in full pursuant to the preceding
provisions of this Section 3.01, and Sections 4.05 and 4.07, they shall be paid
by the Holders of the Transferor Certificates.
13
(b) Interchange. On or before each Determination Date, the
Transferor shall notify the Servicer of the amount of Interchange to be included
as Series [199_-_] Allocable Finance Charge Collections with respect to the
preceding Monthly Period as determined pursuant to this subsection 3.01(b). Such
amount of Interchange shall be equal to the product of (i) the amount of
Interchange attributable to the Accounts, as reasonably estimated by the
Transferor, and (ii) the Series [199_-_] Allocation Percentage. 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
Interchange to be so included as Series [199_-_] Allocable Finance Charge
Collections with respect to the preceding Monthly Period and such Interchange
shall be treated as a portion of Series [199_-_] Allocable Finance Charge
Collections for all purposes of this Supplement and the Agreement.
Notwithstanding the above, if the Rating Agency Condition is satisfied with
respect thereto, the Transferor may, in lieu of transferring Interchange as set
forth above, designate Discount Option Receivables pursuant to Section 2.12 of
the Agreement in an amount approximately equal to the then current Interchange
with respect to the Accounts.
ARTICLE IV
Rights of Series [199_-_] Certificateholders and
Allocation and Application of Collections
Section 4.01. Collections and Allocations. (a) Allocations.
Collections of Finance Charge Receivables and Principal Receivables and
Defaulted Receivables allocated to Series [199_-_] pursuant to Article IV of the
Agreement (and, as described herein, Collections of Finance Charge Receivables
reallocated from other Series in Group [I]) shall be allocated and distributed
or reallocated as set forth in this Article.
(b) Payments to the Transferor. The Servicer shall on Deposit
Dates withdraw from the Collection Account and pay to the Holders of the
Transferor Certificates the following amounts:
(i) an amount equal to the Transferor Percentage for the
related Monthly Period of Series [199_-_] Allocable Finance Charge
Collections to the extent such amount is deposited in the Collection
Account; and
(ii) an amount equal to the Transferor Percentage for the
related Monthly Period of Series [199_-_] Allocable Principal
Collections deposited in the Collection Account, if the Transferor
Amount (determined after giving effect to any Principal Receivables
transferred to the Trust on such Deposit Date) exceeds zero.
The withdrawals to be made from the Collection Account pursuant
to this subsection 4.01(b) do not apply to deposits into the Collection Account
that do not represent Collections, including payment of the purchase price for
the Certificateholders' Interest pursuant to Section 2.06 or 10.01 of the
Agreement, payment of the purchase price for the Series [199_-_]
Certificateholders' Interest pursuant to Section 7.01 of this Supplement and
proceeds from the sale, disposition or liquidation of Receivables pursuant to
Section 9.01 or 12.02 of the Agreement.
(c) Allocations to the Series [199_-_] Certificateholders. The
Servicer shall, prior to the close of business on any Deposit Date, allocate to
the Series 1997-1 Certificateholders the following amounts as set forth below:
(i) Allocations of Finance Charge Collections. The Servicer
shall allocate to the Series [199_-_] Certificateholders and retain in
the Collection Account for application as provided herein an amount
equal to the product of (A) the Floating Allocation Percentage and (B)
the Series [199_-_] Allocation Percentage and (C) the aggregate amount
of Collections of Finance Charge Receivables deposited in the
Collection Account on such Deposit Date.
14
(ii) Allocations of Principal Collections. The Servicer shall
allocate to the Series [199_-_] Certificateholders the following
amounts as set forth below:
(x) Allocations During the Revolving Period. During
the Revolving Period (A) an amount equal to the product of (I)
the sum of the Class B Principal Percentage and the Collateral
Principal Percentage and (II) the Principal Allocation
Percentage and (III) the Series [199_-_] Allocation Percentage
and (IV) the aggregate amount of Collections of Principal
Receivables deposited in the Collection Account on such
Deposit Date, shall be allocated to the Series [199_-_]
Certificateholders and retained in the Collection Account
until applied as provided herein and (B) an amount equal to
the product of (I) the Class A Principal Percentage and (II)
the Principal Allocation Percentage and (III) the Series
[199_-_] Allocation Percentage and (IV) the aggregate amount
of Collections of Principal Receivables deposited in the
Collection Account on such Deposit Date shall be allocated to
the Series [199_-_] Certificateholders and, to the extent
needed to make any distribution pursuant to subsection
4.05(d)(i), deposited in the Collection Account, and otherwise
first, if any other Principal Sharing Series is outstanding
and in its amortization period or accumulation period,
retained in the Collection Account for application, to the
extent necessary, as Shared Principal Collections on the
related Distribution Date, and second paid to the Holders of
the Transferor Certificates; provided, however, that such
amount to be paid to the Holders of the Transferor
Certificates on any Deposit Date shall be paid to such Holders
only if the Transferor Amount on such Deposit Date is greater
than the Required Transferor Amount (after giving effect to
all Principal Receivables transferred to the Trust on such
day) and otherwise shall be deposited in the Special Funding
Account.
(y) Allocations During the Controlled Accumulation
Period. During the Controlled Accumulation Period (A) an
amount equal to the product of (I) the sum of the Class B
Principal Percentage and the Collateral Principal Percentage
and (II) the Principal Allocation Percentage and (III) the
Series [199_-_] Allocation Percentage and (IV) the aggregate
amount of Collections of Principal Receivables deposited in
the Collection Account on such Deposit Date, shall be
allocated to the Series [199_-_] Certificateholders and
retained in the Collection Account until applied as provided
herein and (B) an amount equal to the product of (I) the Class
A Principal Percentage and (II) (III) the Series [199_-_]
Allocation Percentage and (IV) the aggregate amount of
Collections of Principal Receivables deposited in the
Collection Account on such Deposit Date (such product for any
such date, a "Percentage Allocation") shall be allocated to
the Series [199_-_] Certificateholders and retained in the
Collection Account until applied as provided herein; provided,
however, that if the sum of such Percentage Allocation and all
preceding Percentage Allocations with respect to the same
Monthly Period exceeds the Controlled Deposit Amount for the
related Distribution Date, then such excess shall not be
treated as a Percentage Allocation and shall be first, if any
other Principal Sharing Series is outstanding and in its
amortization period or accumulation period, retained in the
Collection Account for application, to the extent necessary,
as Shared Principal Collections on the related Distribution
Date, and second paid to the Holders of the Transferor
Certificates only if the Transferor Amount on such Deposit
Date is greater than the Required Transferor Amount (after
giving effect to all Principal Receivables transferred to the
Trust on such day) and otherwise shall be deposited in the
Special Funding Account.
(z) Allocations During the Early Amortization Period.
During the Early Amortization Period, an amount equal to the
product of (A) the Principal Allocation Percentage and (B) the
Series [199_-_] Allocation Percentage and (C) the aggregate
amount of Collections of Principal Receivables deposited in
the Collection Account on
15
such Deposit Date, shall be allocated to the Series [199_-_]
Certificateholders and retained in the Collection Account
until applied as provided herein; provided, however, that
after the date on which an amount of such Collections equal to
the Adjusted Invested Amount has been deposited into the
Collection Account and allocated to the Series [199_-_]
Certificateholders, such amount shall be first, if any other
Principal Sharing Series is outstanding and in its
amortization period or accumulation period, retained in the
Collection Account for application, to the extent necessary,
as Shared Principal Collections on the related Distribution
Date, and second paid to the Holders of the Transferor
Certificates only if the Transferor Amount on such date is
greater than the Required Transferor Amount (after giving
effect to all Principal Receivables transferred to the Trust
on such day) and otherwise shall be deposited in the Special
Funding Account.
Section 4.02. Determination of Monthly Interest; Interest Funding
Account. (a) The amount of monthly interest ("Class A Monthly Interest")
distributable from the Collection Account with respect to the Class A
Certificates on any Distribution Date 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
period from (and including) the immediately preceding Distribution Date (or in
the case of the first Distribution Date, the Closing Date) to (but excluding)
such Distribution Date and the denominator of which is 360, times (B) the Class
A Certificate Rate and (ii) the outstanding principal balance of the Class A
Certificates as of close of business on the last day of the preceding Monthly
Period (or, in the case of the first Distribution Date, the Closing Date).
On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "Class A Interest Shortfall"),
of (x) the Class A Monthly Interest for such Distribution Date over (y) the
aggregate amount of funds allocated and available to pay such Class A Monthly
Interest on such Distribution Date. If the Class A Interest Shortfall with
respect to any Distribution Date is greater than zero, on each subsequent
Distribution Date until such Class A Interest Shortfall is fully paid, an
additional amount ("Class A Additional Interest") equal to the product of (i)
(A) a fraction, the numerator of which is the actual number of days in the
period from (and including) the immediately preceding Distribution Date to (but
excluding) such Distribution Date and the denominator of which is 360, times (B)
the sum of (x) the Class A Certificate Rate and (y) 2.0% per annum and (ii) such
Class A Interest Shortfall (or the portion thereof which has not been paid to
the Class A Certificateholders or deposited in the Interest Funding Account with
respect to the Class A Certificates) shall be payable as provided herein with
respect to the Class A Certificates. Notwithstanding anything to the contrary
herein, Class A Additional Interest shall be payable or distributed to the Class
A Certificateholders only to the extent permitted by applicable law.
(b) The amount of monthly interest ("Class B Monthly Interest")
distributable from the Collection Account with respect to the Class B
Certificates on any Distribution Date 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
period from (and including) the immediately preceding Distribution Date (or, in
the case of the first Distribution Date, the Closing Date) to (but excluding)
such Distribution Date and the denominator of which is 360, times (B) the Class
B Certificate Rate and (ii) the Class B Invested Amount as of the close of
business on the last day of the preceding Monthly Period (or, in the case of the
first Distribution Date, the Closing Date).
On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "Class B Interest Shortfall"),
of (x) the Class B Monthly Interest for such Distribution Date over (y) the
aggregate amount of funds allocated and available to pay such Class B Monthly
Interest on such Distribution Date. If the Class B Interest Shortfall with
respect to any Distribution Date is greater than zero, on each subsequent
Distribution Date until such Class B Interest Shortfall is fully paid, an
additional amount ("Class B Additional Interest") equal to the product of (i)
(A) a fraction, the numerator of which is the actual number of days in the
period from (and including) the
16
immediately preceding Distribution Date to (but excluding) such Distribution
Date and the denominator of which is 360, times (B) the sum of (x) the Class B
Certificate Rate and (y) 2.0% per annum and (ii) such Class B Interest Shortfall
(or the portion thereof which has not been paid to the Class B
Certificateholders or deposited in the Interest Funding Account with respect to
the Class B Certificates) shall be payable as provided herein with respect to
the Class B Certificates. Notwithstanding anything to the contrary herein, Class
B Additional Interest shall be payable or distributed to the Class B
Certificateholders only to the extent permitted by applicable law.
(c)(i) The Servicer, for the benefit of the Series
[199_-_] Certificateholders, shall establish and maintain in the name
of the Trustee, on behalf of the Trust, an Eligible Deposit Account
(the "Interest Funding Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of
the Series [199_-_] Certificateholders. The Interest Funding Account
shall initially be established with the Trustee.
(ii) At the written direction of the Servicer, funds
on deposit in the Interest Funding Account shall be invested by the
Trustee in Eligible Investments selected by the Servicer. All such
Eligible Investments shall be held by the Trustee for the benefit of
the Series [199_-_] Certificateholders; provided, that on each
Distribution Date all interest and other investment income (net of
losses and investment expenses) ("Interest Funding Investment
Proceeds") on funds on deposit therein shall be applied as set forth in
paragraph (iii) below. Funds on deposit in the Interest Funding Account
shall be invested in Eligible Investments that will mature so that such
funds will be available at the close of business on the Transfer Date
preceding the following Distribution Date. Unless the Servicer directs
otherwise, funds deposited in the Interest Funding Account on a
Transfer Date (which immediately precedes a Payment Date) upon the
maturity of any Eligible Investments are not required to be invested
overnight. No such Eligible Investment shall be disposed of prior to
its maturity; provided, however, that the Trustee may sell, liquidate
or dispose of any such Eligible Investment before its maturity, at the
written direction of the Servicer, if such sale, liquidation or
disposal would not result in a loss of all or part of the principal
portion of such Eligible Investment or if, prior to the maturity of
such Eligible Investment, a default occurs in the payment of principal,
interest or any other amount with respect to such Eligible Investment.
(iii) On each Distribution Date, the Trustee shall,
in accordance with the applicable Monthly Servicer's Certificate,
withdraw from the Interest Funding Account all Interest Funding
Investment Proceeds then on deposit in the Interest Funding Account and
such Interest Funding Investment Proceeds shall be treated as
collections of Finance Charge Receivables allocable to Series [199_-_].
(iv) Reinvested interest and other investment income
on funds deposited in the Interest Funding Account shall not be
considered to be principal amounts on deposit therein for purposes of
this Supplement.
(d)(i) 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 Series [199_-_] Certificateholders. If, at any time,
the Interest Funding Account ceases to be an Eligible Deposit Account,
the Trustee (or the Servicer on its behalf) shall within 10 Business
Days (or such longer period, not to exceed 30 calendar days, as to
which each Rating Agency may consent) establish a new Interest Funding
Account meeting the conditions specified in paragraph (c)(i) above as
an Eligible Deposit Account and shall transfer any cash or any
investments to such new Interest Funding Account.
(ii) Pursuant to the authority granted to the Servicer
in subsection 3.01(b) of the Agreement, the Servicer shall have the
power, revocable by the Trustee, to make withdrawals and
17
payments or to instruct the Trustee to make withdrawals and payments
from the Interest Funding Account for the purposes of carrying out the
Servicer's or Trustee's duties hereunder. Pursuant to the authority
granted to the Paying Agent in Section 5.01 of this Supplement and
Section 6.07 of the Agreement, the Paying Agent shall have the power,
revocable by the Trustee, to withdraw funds from the Interest Funding
Account for the purpose of making distributions to the Series [199_-_]
Certificateholders.
(e) The amount of monthly interest ("Collateral Monthly
Interest") distributable from the Collection Account with respect to the
Collateral Invested Amount on any Distribution Date 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 period from (and including) the immediately preceding
Distribution Date (or, in the case of the first Distribution Date, the Closing
Date) to (but excluding) such Distribution Date and the denominator of which is
360, times (B) the Collateral Rate in effect with respect to the period from
(and including) the immediately preceding Distribution Date (or in the case of
the first Distribution Date, the Closing Date) to (but excluding) such
Distribution Date, and (ii) the Collateral Invested Amount as of the close of
business on the last day of the preceding Monthly Period (or, in the case of the
first Distribution Date, the Closing Date).
On the Determination Date preceding each Distribution Date, the
Servicer shall determine an amount (the "Collateral Interest Shortfall") equal
to (x) the aggregate Collateral Monthly Interest for such Distribution Date
minus (y) the aggregate amount of funds allocated and available to pay such
Collateral Monthly Interest on such Distribution Date. If the Collateral
Interest Shortfall with respect to any Distribution Date is greater than zero,
on each subsequent Distribution Date until such Collateral Interest Shortfall is
fully paid, an additional amount ("Collateral Additional Interest") shall be
payable as provided herein with respect to the Collateral Invested Amount equal
to the product of (i) (A) a fraction, the numerator of which is the actual
number of days in the period from (and including) the immediately preceding
Distribution Date to (but excluding) such Distribution Date and the denominator
of which is 360, times (B) the Collateral Rate in effect with respect to the
period from (and including) the immediately preceding Distribution Date to (but
excluding) such Distribution Date, and (ii) such Collateral Interest Shortfall
(or the portion thereof which has not been paid to the Collateral Interest
Holder). Notwithstanding anything to the contrary herein, Collateral Additional
Interest shall be payable or distributed to the Collateral Interest Holder only
to the extent permitted by applicable law.
Section 4.03. Principal Funding Account; Controlled Accumulation
Period. (a)(i) The Servicer, for the benefit of the Series [199_-_]
Certificateholders, shall establish and maintain in the name of the Trustee, on
behalf of the Trust, an Eligible Deposit Account (the "Principal Funding
Account"), bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Series [199_-_] Certificateholders. The
Principal Funding Account shall initially be established with the Trustee.
(ii) At the written direction of the Servicer, funds on
deposit in the Principal Funding Account shall be invested by the
Trustee in Eligible Investments selected by the Servicer. All such
Eligible Investments shall be held by the Trustee for the benefit of
the Series [199_-_] Certificateholders; provided, that on each
Distribution Date all interest and other investment income (net of
losses and investment expenses) ("Principal Funding Investment
Proceeds") on funds on deposit therein shall be applied as set forth in
paragraph (iii) below. Funds on deposit in the Principal Funding
Account shall be invested in Eligible Investments that will mature so
that such funds will be available at the close of business on the
Transfer Date immediately preceding the following Distribution Date.
Unless the Servicer directs otherwise, funds deposited in the Principal
Funding Account on a Transfer Date (which immediately precedes a
Payment Date) upon the maturity of any Eligible Investments are not
required to be invested overnight. No such Eligible Investment shall be
disposed of prior to its maturity; provided, however, that the Trustee
may sell, liquidate or dispose of any such Eligible Investment before
its maturity, at the written direction of the Servicer, if such sale,
liquidation or disposal would not result in a loss of all or
18
part of the principal portion of such Eligible Investment or if, prior
to the maturity of such Eligible Investment, a default occurs in the
payment of principal, interest or any other amount with respect to such
Eligible Investment.
(iii) On each Distribution Date with respect to the Controlled
Accumulation Period, the Trustee shall, in accordance with the
applicable Monthly Servicer's Certificate, withdraw from the Principal
Funding Account all Principal Funding Investment Proceeds then on
deposit in the Principal Funding Account and such Principal Funding
Investment Proceeds shall be treated as a portion of Class A Available
Funds.
(iv) Reinvested interest and other investment income on funds
deposited in the Principal Funding Account shall not be considered to
be principal amounts on deposit therein for purposes of this
Supplement.
(b)(i) 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 Series [199_-_] Certificateholders. If, at any time, the
Principal Funding Account ceases to be an Eligible Deposit Account, the
Trustee (or the Servicer on its behalf) shall within 10 Business Days
(or such longer period, not to exceed 30 calendar days, as to which
each Rating Agency may consent) establish a new Principal Funding
Account meeting the conditions specified in paragraph (a)(i) above as
an Eligible Deposit Account and shall transfer any cash or any
investments to such new Principal Funding Account.
(ii) Pursuant to the authority granted to the Servicer in
subsection 3.01(b) of the Agreement, the Servicer shall have the power,
revocable by the Trustee, to make withdrawals and payments or to
instruct the Trustee to make withdrawals and payments from the
Principal Funding Account for the purposes of carrying out the
Servicer's or Trustee's duties hereunder. Pursuant to the authority
granted to the Paying Agent in Section 5.01 of this Supplement and
Section 6.07 of the Agreement, the Paying Agent shall have the power,
revocable by the Trustee, to withdraw funds from the Principal Funding
Account for the purpose of making distributions to the Series [199_-_]
Certificateholders.
(c) The Controlled Accumulation Period is scheduled to commence
at the close of business on [ ], [ ]; provided, however, that if the Controlled
Accumulation Period Length (determined as described below) is less than twelve
(12) months, the date on which the Controlled Accumulation Period actually
commences will be delayed to the close of business on the last day of the month
preceding the month that is the number of months prior to the Expected Final
Payment Date at least equal to the Controlled Accumulation Period Length and, as
a result, the number of Monthly Periods in the Controlled Accumulation Period
will at least equal the Controlled Accumulation Period Length. On the
Determination Date immediately preceding the [ ] Distribution Date, and on each
Determination Date thereafter that occurs prior to the Determination Date
occurring in the Monthly Period in which the Controlled Accumulation Period
commences, the Servicer will determine the "Controlled Accumulation Period
Length" which will equal the number of months such that the sum of the
Controlled Accumulation Period Factors for each month during such period will be
equal to or greater than the Required Accumulation Factor Number; provided,
however, that the Controlled Accumulation Period Length shall not be less than
one month. Notwithstanding the foregoing, if the Controlled Accumulation Period
Length shall have been determined to be less than twelve (12) months and, after
the date on which such determination is made, a Pay Out Event or Reinvestment
Event (as those terms are defined in the Supplement for such Series) shall occur
with respect to any outstanding Principal Sharing Series other than Series
[199_-_], the Controlled Accumulation Period will commence on the earlier of (i)
the first day of the Monthly Period immediately succeeding the date that such
Pay Out Event or Reinvestment Event shall have occurred with respect to such
Series and (ii) the date on which the Controlled Accumulation Period is then
scheduled to commence.
19
Section 4.04. Required Amount. (a) With respect to each
Distribution Date, on the related Determination Date, the Servicer shall
determine the amount (the "Class A Required Amount"), if any, by which (x) the
sum of (i) Class A Monthly Interest for such Distribution Date, (ii) any Class A
Monthly Interest previously due but not paid to the Class A Certificateholders
or deposited to the Interest Funding Account on a prior Distribution Date, (iii)
any Class A Additional Interest for such Distribution Date and (iv) any Class A
Additional Interest previously due but not paid to the Class A
Certificateholders or deposited to the Interest Funding Account on a prior
Distribution Date, (v) the Class A Investor Default Amount, if any, for such
Distribution Date, (vi) the Class A Servicing Fee for such Distribution Date,
and (vii) any Class A Servicing Fee previously due but not paid to the Servicer
exceeds (y) the Class A Available Funds. In the event that the difference
between (x) the Class A Required Amount for such Distribution Date and (y) the
amount of Excess Spread and Excess Finance Charge Collections applied with
respect thereto pursuant to subsection 4.07(a) on such Distribution Date is
greater than zero, the Servicer shall give written notice to the Trustee of such
excess Class A Required Amount on the date of computation.
(b) With respect to each Distribution Date, on the related
Determination Date, the Servicer shall determine the amount (the "Class B
Required Amount"), if any, equal to the sum of (x) the amount, if any, by which
(A) the sum of (i) Class B Monthly Interest for such Distribution Date, (ii) any
Class B Monthly Interest previously due but not paid to the Class B
Certificateholders or deposited to the Interest Funding Account on a prior
Distribution Date, (iii) Class B Additional Interest, if any, for such
Distribution Date, (iv) any Class B Additional Interest previously due but not
paid to the Class B Certificateholders or deposited to the Interest Funding
Account on a prior Distribution Date, (v) the Class B Servicing Fee for such
Distribution Date and (vi) any Class B Servicing Fee previously due but not paid
to the Servicer exceeds (B) the Class B Available Funds and (y) the Class B
Investor Default Amount for such Distribution Date. In the event that the
difference between (x) the Class B Required Amount for such Distribution Date
and (y) the amount of Excess Spread and Excess Finance Charge Collections
applied with respect thereto pursuant to subsection 4.07(c) on such Distribution
Date is greater than zero, the Servicer shall give written notice to the Trustee
of such excess Class B Required Amount on the date of computation.
Section 4.05. Application of Class A Available Funds, Class B
Available Funds, Collateral Available Funds and Available Principal Collections.
The Servicer shall apply, or shall cause the Trustee to apply by written
instruction to the Trustee, on each Distribution Date, Class A Available Funds,
Class B Available Funds, Collateral Available Funds and Available Principal
Collections on deposit in the Collection Account with respect to such
Distribution Date to make the following distributions:
(a) On each Distribution Date, an amount equal to the Class A
Available Funds with respect to such Distribution Date will be distributed or
deposited in the following priority:
(i) an amount equal to Class A Monthly Interest for such
Distribution Date, plus the amount of any Class A Monthly Interest
previously due but not distributed to Class A Certificateholders or
deposited to the Interest Funding Account on a prior Distribution Date,
plus the amount of any Class A Additional Interest for such
Distribution Date and any Class A Additional Interest previously due
but not distributed to Class A Certificateholders or deposited to the
Interest Funding Account on a prior Distribution Date, shall be
deposited in the Interest Funding Account for distribution to the
Paying Agent for payment to Class A Certificateholders on the
applicable Payment Date;
(ii) an amount equal to the Class A Investor Default Amount
for such Distribution Date shall be treated as a portion of Available
Principal Collections for such Distribution Date;
(iii) an amount equal to the Class A Servicing Fee for such
Distribution Date, plus the amount of any Class A Servicing Fee
previously due but not distributed to the Servicer on a prior
20
Distribution Date, shall be distributed to the Servicer (unless such
amount has been netted against deposits to the Collection Account in
accordance with Section 4.03 of the Agreement); and
(iv) the balance, if any, shall constitute Excess Spread and
shall be allocated and distributed or deposited as set forth in Section
4.07.
(b) On each Distribution Date, an amount equal to the Class B
Available Funds with respect to such Distribution Date will be distributed or
deposited in the following priority:
(i) an amount equal to Class B Monthly Interest for such
Distribution Date, plus the amount of any Class B Monthly Interest
previously due but not distributed to Class B Certificateholders or
deposited to the Interest Funding Account on a prior Distribution Date,
plus the amount of any Class B Additional Interest for such
Distribution Date and any Class B Additional Interest previously due
but not distributed to Class B Certificateholders or deposited to the
Interest Funding Account on a prior Distribution Date, shall be
deposited in the Interest Funding Account for distribution to the
Paying Agent for payment to Class B Certificateholders on the
applicable Payment Date;
(ii) an amount equal to the Class B Servicing Fee for such
Distribution Date, plus the amount of any Class B Servicing Fee
previously due but not distributed to the Servicer on a prior
Distribution Date, shall be distributed to the Servicer (unless such
amount has been netted against deposits to the Collection Account in
accordance with Section 4.03 of the Agreement); and
(iii) the balance, if any, shall constitute Excess Spread and
shall be allocated and distributed or deposited as set forth in Section
4.07.
(c) On each Distribution Date, an amount equal to the Collateral
Available Funds with respect to such Distribution Date will be distributed or
deposited in the following priority:
(i) an amount equal to the Collateral Servicing Fee for such
Distribution Date, plus the amount of any Collateral Servicing Fee
previously due but not distributed to the Servicer on a prior
Distribution Date, shall be distributed to the Servicer (unless such
amount has been netted against deposits to the Collection Account in
accordance with Section 4.03 of the Agreement); and
(ii) the balance, if any, shall constitute Excess Spread and
shall be allocated and distributed or deposited as set forth in Section
4.07.
(d) On each Distribution Date with respect to the Revolving
Period, an amount equal to the Available Principal Collections deposited in the
Collection Account for the related Monthly Period shall be distributed in the
following order of priority:
(i) an amount equal to the excess, if any, of the Collateral
Invested Amount over the Required Collateral Invested Amount shall be
paid to the Collateral Interest Holder for application in accordance
with the Loan Agreement; and
(ii) the balance of such Available Principal Collections shall
be treated as Shared Principal Collections and applied in accordance
with Section 4.04 of the Agreement.
(e) On each Distribution Date with respect to the Controlled
Accumulation Period, an amount equal to the Available Principal Collections
deposited in the Collection Account for the related Monthly Period shall be
distributed in the following order of priority:
21
(i) an amount equal to the lesser of (x) the Controlled
Deposit Amount and (y) the sum of the Class Adjusted Invested Amount
and the Class B Adjusted Invested Amount shall be deposited in the
Principal Funding Account;
(ii) for each Distribution Date prior to the Distribution Date
on which the Class B Invested Amount is paid in full, after giving
effect to paragraph (i) above, an amount equal to the balance, if any,
of such Available Principal Collections shall be paid to the Collateral
Interest Holder for application in accordance with the Loan Agreement
to the extent the Collateral Invested Amount exceeds the Required
Collateral Invested Amount;
(iii) for each Distribution Date beginning on the Distribution
Date on which the Class B Invested Amount shall have been paid in full,
an amount up to the Collateral Invested Amount shall be paid to the
Collateral Interest Holder for application in accordance with the Loan
Agreement; and
(iv) the balance of such Available Principal Collections shall
be treated as Shared Principal Collections and applied in accordance
with Section 4.04 of the Agreement.
(f) On each Distribution Date with respect to the Early
Amortization Period, an amount equal to Available Principal Collections
deposited in the Collection Account for the related Monthly Period shall be
distributed or deposited in the following order of priority:
(i) an amount up to the Class A Adjusted Invested Amount on
such Distribution Date shall be deposited in the Principal Funding
Account for distribution to the Class A Certificateholders;
(ii) for each Distribution Date beginning on the Distribution
Date on which the Class A Invested Amount is paid in full, an amount up
to the Class B Adjusted Invested Amount on such Distribution Date shall
be deposited in the Principal Funding Account for distribution to the
Class B Certificateholders;
(iii) for each Distribution Date beginning on the Distribution
Date on which the Class B Invested Amount is paid in full, an amount up
to the Collateral Invested Amount on such Distribution Date shall be
paid to the Collateral Interest Holder for application in accordance
with the Loan Agreement; and
(iv) for each Distribution Date, after giving effect to
paragraphs (i), (ii) and (iii) above, an amount equal to the balance,
if any, of such Available Principal Collections will be treated as
Shared Principal Collections and applied in accordance with Section
4.04 of the Agreement.
Section 4.06. Defaulted Amounts; Investor Charge-Offs. (a) On
each Determination Date, the Servicer shall calculate the Class A Investor
Default Amount, if any, for the related Distribution Date. If, on any
Distribution Date, the Class A Required Amount for the related Monthly Period
exceeds the sum of (x) the amount of Reallocated Principal Collections allocated
to Series [199_-_] with respect to such Monthly Period and (y) the amount of
Excess Spread and the Excess Finance Charge Collections allocable to Series
[199_-_] with respect to such Monthly Period, the Collateral Invested Amount, if
any, will be reduced by the amount of such excess, but not by more than the
Class A Investor Default Amount for such Distribution 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 shall be reduced by the amount by which the Collateral Invested
Amount would have been reduced below zero, but not by more than the excess, if
any, of the Class A Investor Default Amount for such Distribution Date over the
amount of such reduction, if any, of the Collateral Invested Amount with respect
to such Distribution Date. In the event that such reduction would cause the
Class B Invested Amount to be a negative number, the Class B Invested Amount
shall be reduced to zero, and the Class A
22
Invested Amount shall be reduced by the amount by which the Class B Invested
Amount would have been reduced below zero, but not by more than the excess, if
any, of the Class A Investor Default Amount for such Distribution Date over the
aggregate amount of the reductions, if any, of the Collateral Invested Amount
and the Class B Invested Amount for such Distribution Date (a "Class A Investor
Charge-Off"). Class A Investor Charge-Offs shall thereafter be reimbursed and
the Class A Invested Amount increased (but not by an amount in excess of the
aggregate unreimbursed Class A Investor Charge-Offs) on any Distribution Date by
the amount of Excess Spread and Excess Finance Charge Collections allocated and
available for that purpose pursuant to subsection 4.07(b). References to
"negative numbers" above shall be determined without regard to the requirement
that the Invested Amount of a Class not be reduced below zero.
(b) On each Determination Date, the Servicer shall calculate the
Class B Investor Default Amount, if any, for the related Distribution Date. If,
on any Distribution Date, the Class B Required Amount for such Distribution Date
exceeds the sum of (x) the amount of Excess Spread and Excess Finance Charge
Collections allocated to Series [199_-_] with respect to the related Monthly
Period which are allocated and available to pay such amount pursuant to
subsection 4.07(c) and (y) the Reallocated Principal Collections allocable to
the Collateral Interest and not required to pay the Class A Required Amount with
respect to such Distribution Date, then the Collateral Invested Amount shall be
reduced by the amount of such excess. 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 excess, if any, of the Class B
Investor Default Amount for such Distribution Date over the amount of such
reduction, if any, of the Collateral Invested Amount with respect to such
Distribution Date (a "Class B Investor Charge-Off"). Class B Investor
Charge-Offs shall thereafter be reimbursed and the Class B Invested Amount
increased (but not by an amount in excess of the aggregate unreimbursed Class B
Investor Charge-Offs) on any Distribution Date by the amount of Excess Spread
and Excess Finance Charge Collections allocated and available for that purpose
pursuant to subsection 4.07(d). References to "negative numbers" above shall be
determined without regard to the requirement that the Invested Amount of a Class
not be reduced below zero.
(c) On each Determination Date, the Servicer shall calculate the
Collateral Default Amount. If on any Distribution Date the Collateral Default
Amount for the previous Monthly Period exceeds the amount of Excess Spread and
Excess Finance Charge Collections allocated to Series [199_-_] with respect to
the related Monthly Period which are allocated and available to pay such amount
pursuant to subsection 4.07(g), 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 Distribution Date (a
"Collateral Charge-Off"). The Collateral Invested Amount will be reimbursed
after any reduction pursuant to this Section 4.06 on any Distribution Date by
the amount of Excess Spread and Excess Finance Charge Collections allocated and
available on such Distribution date for that purpose as described under
subsection 4.07(h).
Section 4.07. Excess Spread; Excess Finance Charge Collections
Bookmark not defined. The Servicer shall apply, or shall cause the Trustee to
apply by written instruction to the Trustee, on each Distribution Date, Excess
Spread and Excess Finance Charge Collections allocated to Series [199_-_] with
respect to the related Monthly Period, to make the following distributions or
deposits in the following order of priority:
(a) an amount equal to the Class A Required Amount, if any,
with respect to such Distribution Date shall be distributed by the
Trustee to fund the Class A Required Amount in accordance with, and in
the priority set forth in, subsections 4.05(a)(i), (ii) and (iii);
(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 Available Principal Collections for such
Distribution Date;
23
(c) an amount equal to the Class B Required Amount, if any,
with respect to such Distribution Date will be used to fund the Class B
Required Amount and be applied first in accordance with, and in the
priority set forth in, subsections 4.05(b) (i) and (ii) and then any
remaining amount up to the amount of the Class B Investor Default
Amount shall be treated as a portion of Available Principal Collections
for such Distribution Date;
(d) 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" in Section 2.01 of this
Supplement (but not in excess of the aggregate amount of such
reductions which have not been previously reimbursed) shall be treated
as a portion of Available Principal Collections for such Distribution
Date;
(e) an amount equal to Collateral Monthly Interest for such
Distribution Date, plus the amount of any Collateral Monthly Interest
previously due but not distributed to the Collateral Interest Holder on
a prior Distribution Date, plus the amount of any Collateral Additional
Interest for such Distribution Date and any Collateral Additional
Interest previously due but not distributed to the Collateral Interest
Holder on a prior Distribution Date, shall be distributed to the
Collateral Interest Holder for application in accordance with the Loan
Agreement;
(f) an amount equal to the Monthly Servicing Fee for such
Distribution Date that has not been paid to the Servicer and any
Monthly Servicing Fee due but not paid to the Servicer on a prior
Distribution Date shall be paid to the Servicer;
(g) an amount equal to the Collateral Default Amount, if any,
for such Distribution Date shall be treated as a portion of Available
Principal Collections for such Distribution Date;
(h) an amount equal to the aggregate amount by which the
Collateral Invested Amount has been reduced pursuant to clauses (c),
(d) and (e) of the definition of "Collateral 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 Available
Principal Collections for such Distribution Date;
(i) on each Distribution Date from and after the Reserve
Account Funding Date, but prior to the date on which the Reserve
Account terminates pursuant to subsection 4.12(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;
(j) an amount equal to the aggregate of any other amounts then
required to be applied pursuant to the Loan Agreement (to the extent
such amounts are required to be applied pursuant to the Loan Agreement
out of Excess Spread and Excess Finance Charge Collections) shall be
distributed to the Collateral Interest Holder for application in
accordance with the Loan Agreement; and
(k) the balance, if any, will constitute a portion of Excess
Finance Charge Collections for such Distribution Date and will be
available for allocation to other Series or to the Holders of the
Transferor Certificates as described in Section 4.09.
Section 4.08. Reallocated Principal Collections. On each
Distribution Date, the Servicer shall apply, or shall cause the Trustee to
apply, Reallocated Principal Collections with respect to such Distribution Date,
to make the following distributions or deposits in the following order of
priority:
(a) an amount equal to the excess, if any, of (i) the Class A
Required Amount, if any, with respect to such Distribution Date over (ii) the
amount of Excess Spread and Excess Finance Charge
24
Collections allocated to Series [199_-_] with respect to the related Monthly
Period shall be distributed by the Trustee to fund any deficiency pursuant to
and in the priority set forth in subsections 4.05(a)(i), (ii) and (iii); and
(b) an amount equal to the excess, if any, of (i) the Class B
Required Amount, if any, with respect to such Distribution Date over (ii) the
amount of Excess Spread and Excess Finance Charge Collections allocated and
available to the Class B Certificates pursuant to subsection 4.07(c) on such
Distribution Date shall be applied first to fund any deficiency pursuant to
subsections 4.05(b)(i) and (ii) and then to fund any deficiency pursuant to and
in the priority set forth in subsection 4.07(c).
On each Distribution Date, the Collateral Invested Amount shall
be reduced by the amount of Reallocated Principal Collections for such
Distribution Date. In the event that such reduction would cause the Collateral
Invested Amount (after giving effect to any Collateral Charge-Offs for such
Distribution Date) to be a negative number, the Collateral Invested Amount
(after giving effect to any Collateral Charge-Offs for such Distribution Date)
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. In the event that the reallocation of Reallocated Principal Collections
would cause the Class B Invested Amount (after giving effect to any Class B
Investor Charge-Offs for such Distribution Date) to be a negative number on any
Distribution Date, Reallocated Principal Collections shall be reallocated on
such Distribution Date in an aggregate amount not to exceed the amount which
would cause the Class B Invested Amount (after giving to any Class B Investor
Charge-Offs for such Distribution Date) to be reduced to zero. References to
"negative numbers" above shall be determined without regard to the requirement
that the Invested Amount of a Class not be reduced below zero.
Section 4.09. Excess Finance Charge Collections. Series [199_-_]
shall be an Excess Allocation Series. On each Distribution Date, (a) the
Servicer shall allocate the aggregate amount for all outstanding Excess
Allocation Series that the related Supplements specify are to be treated as a
portion of Excess Finance Charge Collections for such Distribution Date
(collectively, "Excess Finance Charge Collections"), pro rata, in proportion to
the Finance Charge Shortfalls (as such term is defined in the Supplement for
each such Series), if any, with respect to each such Series and (b) the Servicer
shall withdraw (or shall instruct the Trustee in writing to withdraw) from the
Collection Account and pay to the Holders of the Transferor Certificates an
amount equal to the excess, if any, of (x) the Excess Finance Charge Collections
for such Distribution Date over (y) the aggregate amount for all Excess
Allocation Series that the related Supplements specify are Finance Charge
Shortfalls (as such term is defined in the Supplement for each such Series) for
such Distribution Date; provided, however, that the sharing of Excess Finance
Charge Collections among Excess Allocation Series will cease if the Transferor
shall deliver to the Trustee an Officer's Certificate to the effect that, in the
reasonable belief of the Transferor, the continued sharing of Excess Finance
Charge Collections among Excess Allocation Series would have adverse regulatory
implications with respect to the Transferor, UCS or any Account Owner. Following
the delivery by the Transferor of such an Officer's Certificate to the Trustee,
there will not be any further sharing of Excess Finance Charge Collections among
Excess Allocation Series. The "Finance Charge Shortfall" for Series [199_-_] for
any Distribution Date will be equal to the excess, if any, of (a) the full
amount required to be paid, without duplication, pursuant to subsections
4.05(a), 4.05(b) and 4.05(c) and subsections 4.07(a) through (j) on such
Distribution Date over (b) the sum of (i) the Reallocated Investor Finance
Charge Collections, (ii) if such Monthly Period relates to a Distribution Date
with respect to the Controlled Accumulation Period or Early Amortization Period,
the amount of Principal Funding Investment Proceeds, if any, with respect to
such Distribution Date and (iii) the amount of funds, if any, to be withdrawn
from the Reserve Account which, pursuant to subsection 4.12(d), are required to
be included in Class A Available Funds with respect to such Distribution Date.
[Section 4.10. Reallocated Investor Finance Charge Collections.
(a) That portion of Group [I] Investor Finance Charge Collections for any
Distribution Date equal to the amount of Reallocated Investor Finance Charge
Collections for such Distribution Date will be allocated to Series [199_-_] and
will be distributed as set forth in this Supplement.]
25
(b) Reallocated Investor Finance Charge Collections with respect
to any Distribution Date shall equal the sum of (i) the aggregate amount of
Series [199_-_] Monthly Interest, Investor Default Amount, Series [199_-_]
Monthly Fees and Series [199_-_] Additional Amounts for such Distribution Date
and (ii) that portion of excess Group [I] Investor Finance Charge Collections to
be included in Reallocated Investor Finance Charge Collections pursuant to
subsection (c) hereof; provided, however, that if the amount of Group [I]
Investor Finance Charge Collections for such Distribution Date is less than the
sum of (w) Group [I] Investor Monthly Interest, (x) Group [I] Investor Default
Amount, (y) Group [I] Investor Monthly Fees and (z) Group [I] Investor
Additional Amounts, then Reallocated Investor Finance Charge Collections shall
equal the sum of the following amounts for such Distribution Date:
(A) The product of (I) Group [I] Investor Finance Charge
Collections (up to the amount of Group [I] Investor Monthly Interest) and (II) a
fraction, the numerator of which is Series [199_-_] Monthly Interest and the
denominator of which is Group [I] Investor Monthly Interest;
(B) the product of (I) Group [I] Investor Finance Charge
Collections less the amount of Group [I] Investor Monthly Interest (up to the
Group [I] Investor Default Amount) and (II) a fraction, the numerator of which
is the Investor Default Amount and the denominator of which is the Group [I]
Investor Default Amount;
(C) the product of (I) Group [I] Investor Finance Charge
Collections less the amount of Group [I] Investor Monthly Interest and the Group
[I] Investor Default Amount (up to Group [I] Investor Monthly Fees) and (II) a
fraction, the numerator of which is Series [199_-_] Monthly Fees and the
denominator of which is Group [I] Investor Monthly Fees; and
(D) the product of (I) Group [I] Investor Finance Charge
Collections less the sum of (i) Group [I] Investor Monthly Interest, (ii) the
Group [I] Investor Default Amount and (iii) Group [I] Investor Monthly Fees and
(II) a fraction, the numerator of which is Series [199_-_] Additional Amounts
and the denominator of which is Group [I] Investor Additional Amounts.
(c) If the amount of Group [I] Investor Finance Charge
Collections for such Distribution Date exceeds the sum of (i) Group [I] Investor
Monthly Interest, (ii) Group [I] Investor Default Amount, (iii) Group [I]
Investor Monthly Fees and (iv) Group [I] Investor Additional Amounts, then
Reallocated Investor Finance Charge Collections for such Distribution Date shall
include an amount equal to the product of (x) the amount of such excess and (y)
a fraction, the numerator of which is the Invested Amount as of the last day of
the second preceding Monthly Period (or, for Series [199_-_] only, with respect
to the first Distribution Date, as of the Closing Date) and the denominator of
which is the sum of such Invested Amount and the aggregate invested amounts for
all other Series included in Group [I] as of such last day (or, for Series
[199_-_] only, with respect to the First Distribution Date, as of the Closing
Date).]
[Section 4.11. Shared Principal Collections. Subject to Section
4.04 of the Agreement, Shared Principal Collections for any Distribution Date
will be allocated to Series [199_-_] in an amount equal to the product of (x)
the aggregate amount of Shared Principal Collections with respect to all
Principal Sharing Series for such Distribution Date and (y) a fraction, the
numerator of which is the Series [199_-_] Principal Shortfall for such
Distribution Date and the denominator of which is the aggregate amount of
Principal Shortfalls for all the Series which are Principal Sharing Series for
such Distribution Date. The "Series [199_-_] Principal Shortfall" will be equal
to (a) for any Distribution Date with respect to the Revolving Period, zero, (b)
for any Distribution Date with respect to the Controlled Accumulation Period,
the excess, if any, of the Controlled Deposit Amount with respect to such
Distribution Date over the amount of Available Principal Collections for such
Distribution Date (excluding any portion thereof attributable to Shared
Principal Collections) and (c) for any Distribution Date with respect to the
Early Amortization Period, the excess, if any, of the Invested Amount over the
amount of Available Principal Collections for such Distribution Date (excluding
any portion thereof attributable to Shared Principal Collections).]
26
Section 4.12. Reserve Account. (a) The Servicer shall establish
and maintain, in the name of the Trustee, on behalf of the Trust, for the
benefit of the Class A Certificateholders and the Collateral Interest Holder, an
Eligible Deposit Account (the "Reserve Account") bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Class A Certificateholders and the Collateral Interest Holder. The Reserve
Account shall initially be established with the Trustee. 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 Class
A Certificateholders and the Collateral Interest Holder. If at any time the
Reserve Account ceases to be an Eligible Deposit Account, the Trustee (or the
Servicer on its behalf) shall within 10 Business Days (or such longer period,
not to exceed 30 calendar days, as to which each Rating Agency shall consent)
establish a new Reserve Account meeting the conditions specified above as an
Eligible Deposit Account, 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 up to
the Available Reserve Account Amount at such time, for the purposes set forth in
this Supplement, and (ii) on each Distribution Date (from and after the Reserve
Account Funding Date) prior to the termination of the Reserve Account make a
deposit into the Reserve Account in the amount specified in, and otherwise in
accordance with, subsection 4.07(i).
(b) Funds on deposit in the Reserve Account shall be invested at
the written 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 Class A Certificateholders and the
Collateral Interest Holder possession of the negotiable instruments or
securities, if any, evidencing such Eligible Investments. No such Eligible
Investment shall be disposed of prior to its maturity; provided, however, that
the Trustee may sell, liquidate or dispose of any such Eligible Investment
before its maturity, at the written direction of the Servicer, if such sale,
liquidation or disposal would not result in a loss of all or part of the
principal portion of such Eligible Investment or if, prior to the maturity of
such Eligible Investment, a default occurs in the payment of principal, interest
or any other amount with respect to such Eligible Investment. On each
Distribution Date, all interest and earnings (net of losses and investment
expenses) accrued since the preceding Distribution 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 in the Collection Account
and treated as collections of Finance Charge Receivables allocable to Series
[199_-_]. For purposes of determining the availability of funds or the balance
in the Reserve Account for any reason under this Supplement, except as otherwise
provided in the preceding sentence, investment earnings on such funds shall be
deemed not to be available or on deposit.
(c) On the Determination Date preceding each Distribution Date
with respect to the Controlled Accumulation Period and the first Special Payment
Date, the Servicer shall calculate the "Reserve Draw Amount" which shall be
equal to the excess, if any, of the Covered Amount with respect to such
Distribution Date or Special Payment Date over the Principal Funding Investment
Proceeds with respect to such Distribution Date or Special Payment Date;
provided, that such amount will be reduced to the extent that funds otherwise
would be available for deposit in the Reserve Account under subsection 4.07(i)
with respect to such Distribution Date or Special Payment Date.
(d) In the event that for any Distribution 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 the
related 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 Distribution Date.
27
(e) In the event that the Reserve Account Surplus on any
Distribution Date, after giving effect to all deposits to and withdrawals from
the Reserve Account with respect to such Distribution Date, is greater than
zero, the Trustee, acting in accordance with the written instructions of the
Servicer, shall withdraw from the Reserve Account, and pay to the Collateral
Interest Holder for application in accordance with the Loan Agreement, an amount
equal to such Reserve Account Surplus.
(f) Upon the earliest to occur of (i) the day on which the
Invested Amount is paid in full to the Series [199_-_] Certificateholders, (ii)
if the Controlled Accumulation Period has not commenced, the occurrence of a Pay
Out Event with respect to Series [199_-_], (iii) if the Controlled Accumulation
Period has commenced, the earlier of the first Special Payment Date and the
Expected Final Payment Date and (iv) the termination of the Trust pursuant to
the Agreement, the Trustee, acting in accordance with the instructions of the
Servicer, after the prior payment of all amounts owing to the Class A
Certificateholders which are payable from the Reserve Account as provided
herein, shall withdraw from the Reserve Account and pay to the Collateral
Interest Holder for application 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 Supplement.
[Section 4.13. Determination of LIBOR. (a) On each LIBOR
Determination Date, the Trustee will determine LIBOR, which shall be the rate
for deposits in United States dollars for a period equal to the relevant
Interest Period (commencing on the first day of such Interest Period) which
appears on Telerate page 3750 as of 11:00 a.m., London time, on such date. Upon
such determination, the Trustee shall notify the Servicer of LIBOR for such
LIBOR Determination Date. If such rate does not appear on Telerate Page 3750,
the rate for the LIBOR Determination Date will be determined on the basis of the
rates at which deposits in United States dollars are offered by the Reference
Banks at approximately 11:00 a.m., London time, on that day to prime banks in
the London interbank market for a period equal to the relevant Interest Period
(commencing on the first day of such Interest Period). The Servicer will request
the principal London office of each of the Reference Banks to provide a
quotation of its rate. If at least two such quotations are provided, the rate
for that LIBOR Determination Date will be the arithmetic mean of the quotations.
If fewer than two quotations are provided as requested, the rate for that LIBOR
Determination Date will be the arithmetic mean of the rates quoted by major
banks in New York City, selected by the Servicer, at approximately 11:00 a.m.,
New York City time, on that day for loans in United States dollars to leading
European banks for a period equal to the relevant Interest Period (commencing on
the first day of such Interest Period). If the banks selected by the Servicer
are not quoting rates as provided in the immediately preceding sentence, LIBOR
for such Interest Period will be LIBOR in effect for the immediately preceding
Interest Period.
(b) The Servicer shall determine, and promptly notify the Trustee
of, the Class A Certificate Rate and the Class B Certificate Rate for the
applicable Interest Period. The Class A Certificate Rate and Class B Certificate
Rate applicable to the then current and the immediately preceding Interest
Periods may be obtained by any Investor Certificateholder by telephoning the
Trustee at its Corporate Trust Office at (000) 000-0000.
(c) On each LIBOR Determination Date prior to 3:00 p.m. New York
City time, the Trustee shall send to the Servicer by facsimile, notification of
LIBOR for the following Interest Period.]
Section 4.14. Investment Instructions. Any investment
instructions required to be given to the Trustee pursuant to the terms hereof
must be given to the Trustee no later than 10:00 a.m. (New York City time) on
the date such investment is to be made. In the event the Trustee receives such
investment instruction later than such time, the Trustee may, but shall have no
obligation to, make such investment. In the event the Trustee is unable to make
an investment required in an investment instruction received by the Trustee
after 10:00 a.m. (New York City time) on such day, such investment shall be made
by the Trustee on the next succeeding Business Day. In no event shall the
Trustee be liable for any investment not made pursuant to investment
instructions received after 10:00 a.m. (New York City time) on the day such
investment is requested to be made.
28
ARTICLE V
Distributions and Reports to Series [199_-_] Certificateholders
Section 5.01. Distributions. (a) On each Payment Date, the Paying
Agent shall distribute to each Class A Certificateholder of record on the
related Record Date (other than as provided in Section 12.02 of the Agreement)
such Class A Certificateholder's pro rata share of the amounts on deposit in the
Interest Funding Account or otherwise held by the Paying Agent that are
allocated and available on such Payment Date to pay interest on the Class A
Certificates pursuant to this Supplement.
(b) On each Special Payment Date and on the Expected Final
Payment Date, the Paying Agent shall distribute to each Class A
Certificateholder of record on the related Record Date (other than as provided
in Section 12.02 of the Agreement) such Class A Certificateholder's pro rata
share of the amounts on deposit in the Principal Funding Account or otherwise
held by the Paying Agent that are allocated and available on such date to pay
principal of the Class A Certificates pursuant to this Supplement up to a
maximum amount on any such date equal to the Class A Invested Amount on such
date (unless there has been an optional repurchase of the Series [199_-_]
Certificateholders' Interest pursuant to Section 10.01 of the Agreement, in
which event the foregoing limitation will not apply).
(c) On each Payment Date, the Paying Agent shall distribute to
each Class B Certificateholder of record on the related Record Date (other than
as provided in Section 12.02 of the Agreement) such Class B Certificateholder's
pro rata share of the amounts on deposit in the Interest Funding Account or
otherwise held by the Paying Agent that are allocated and available on such
Payment Date to pay interest on the Class B Certificates pursuant to this
Supplement.
(d) On each Special Payment Date, and on the Expected Final
Payment Date, the Paying Agent shall distribute to each Class B
Certificateholder of record on the related Record Date (other than as provided
in Section 12.02 of the Agreement) such Class B Certificateholder's pro rata
share of the amounts on deposit in the Principal Funding Account or otherwise
held by the Paying Agent that are allocated and available on such date to pay
principal of the Class B Certificates pursuant to this Supplement up to a
maximum amount on any such date equal to the Class B Invested Amount on such
date (unless there has been an optional repurchase of the Series [199_-_]
Certificateholders' Interest pursuant to Section 10.01 of the Agreement, in
which event the foregoing limitation will not apply).
(e) The distributions to be made pursuant to this Section 5.01
are subject to the provisions of Sections 2.06, 9.02, 10.01 and 12.02 of the
Agreement and Sections 8.01 and 8.02 of this Supplement.
(f) Except as provided in Section 12.02 of the Agreement with
respect to a final distribution, distributions to Series [199_-_]
Certificateholders hereunder shall be made by check mailed to each Series
[199_-_] Certificateholder at such Series [199_-_] Certificateholder's address
appearing in the Certificate Register without presentation or surrender of any
Series [199_-_] Certificate or the making of any notation thereon; provided,
however, that with respect to Series [199_-_] Certificates registered in the
name of a Clearing Agency, such distributions shall be made to such Clearing
Agency in immediately available funds.
Section 5.02. Reports and Statements to Series [199_-_]
Certificateholders. (a) On each Distribution Date, the Paying Agent, on behalf
of the Trustee, shall forward to each Series [199_-_] Certificateholder a
statement substantially in the form of Exhibit C prepared by the Servicer.
(b) Not later than each Determination Date, the Servicer shall
deliver to the Trustee, the Paying Agent, each Rating Agency and the Collateral
Interest Holder (i) a statement substantially in the form of Exhibit C prepared
by the Servicer and (ii) a certificate of a Servicing Officer substantially in
th
29
form of Exhibit D.
(c) A copy of each statement or certificate provided pursuant to
paragraph (a) or (b) may be obtained by any Series [199_-_] Certificateholder or
any Certificate Owner thereof by a request in writing to the Servicer.
(d) On or before January 31 of each calendar year, beginning with
calendar year [200_], the Paying Agent, on behalf of the Trustee, shall furnish
or cause to be furnished to each Person who at any time during the preceding
calendar year was a Series [199_-_] Certificateholder, a statement prepared by
the Servicer containing the information which is required to be contained in the
statement to Series [199_-_] Certificateholders, as set forth in paragraph (a)
above aggregated for such calendar year or the applicable portion thereof during
which such Person was a Series [199_-_] Certificateholder, together with other
information as is required to be provided by an issuer of indebtedness under the
Code. Such obligation of the Servicer shall be deemed to have been satisfied to
the extent that substantially comparable information shall be provided by the
Paying Agent pursuant to any requirements of the Code as from time to time in
effect.
ARTICLE VI
Pay Out Events
Section 6.01. Pay Out Events. If any one of the following events
shall occur with respect to the Series [199_-_] Certificates:
(a) the occurrence of an Insolvency Event relating to the
Transferor;
(b) the Trust becomes an investment company within the meaning of
the Investment Company Act;
(c) failure on the part of the Transferor (i) to make any payment
or deposit required by the terms of the Agreement or this Supplement on or
before the date occurring five Business Days after the date such payment or
deposit is required to be made therein or herein or (ii) duly to observe or
perform any other covenants or agreements of the Transferor set forth in the
Agreement or this Supplement, which failure has a material adverse effect on the
Series [199_-_] Certificateholders 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 any Holder of the Series [199_-_]
Certificates;
(d) any representation or warranty made by the Transferor in the
Agreement or this Supplement, or any information contained in a computer file or
microfiche list required to be delivered by the Transferor pursuant to Section
2.01 or subsection 2.08(f) of the Agreement 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 any Holder of the Series [199_-_] Certificates and as a result of
which the interests of the Series [199_-_] Certificateholders are materially and
adversely affected for such period; provided, however, that a Pay Out Event
pursuant to this subsection 6.01(d) 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;
30
(e) a failure by the Transferor to convey Receivables in
Additional Accounts or Participations to the Trust within five Business Days
after the day on which it is required to convey such Receivables or
Participations pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default shall occur;
(g) the average Series Adjusted Portfolio Yield for any three
consecutive Monthly Periods is reduced to a rate which is less than the average
of the Base Rates for such period;
(h) the Class A Invested Amount and the Class B Invested Amount
shall not be paid in full on the Expected Final Payment Date; or
(i) a Transfer Restriction Event shall occur;
then, in the case of any event described in subparagraph (c), (d) or (f), after
the applicable grace period, if any, set forth in such subparagraphs, either the
Trustee or the Holders of Series [199_-_] Certificates evidencing more than 50%
of the aggregate unpaid principal amount of Series [199_-_] Certificates by
notice then given in writing to the Transferor and the Servicer (and to the
Trustee if given by the Series [199_-_] Certificateholders) may declare that a
Pay Out Event has occurred with respect to Series [199_-_] as of the date of
such notice, and, in the case of any event described in subparagraph (a), (b),
(e), (g), (h) or (i), a Pay Out Event shall occur with respect to Series
[199_-_] without any notice or other action on the part of the Trustee or the
Series [199_-_] Certificateholders immediately upon the occurrence of such
event.
ARTICLE VII
Optional Repurchase; Series Termination
Section 7.01. Optional Repurchase. (a) On any day occurring on or
after the date on which the Invested Amount is reduced to [5]% or less of the
Initial Invested Amount, the Transferor shall have the option to purchase the
Series [199_-_] Certificateholders' Interest, at a purchase price equal to (i)
if such day is a Distribution Date, the Reassignment Amount for such
Distribution Date or (ii) if such day is not a Distribution Date, the
Reassignment Amount for the Distribution Date following such day.
(b) The Transferor shall give the Servicer and the Trustee at
least 30 days prior written notice of the date on which the Transferor intends
to exercise such purchase option. Not later than 12:00 noon, New York City time,
on such day the Transferor shall deposit the Reassignment Amount into the
Collection Account in immediately available funds. Such purchase option is
subject to payment in full of the Reassignment Amount. Following the deposit of
the Reassignment Amount into the Collection Amount in accordance with the
foregoing, the Invested Amount for Series [199_-_] shall be reduced to zero and
the Series [199_-_] Certificateholders shall have no further interest in the
Receivables. The Reassignment Amount shall be distributed as set forth in
subsection 8.01(b).
Section 7.02. Series Termination. (a) If, on the [ ] Distribution
Date, the Invested Amount (after giving effect to all changes therein on such
date) would be greater than zero, the Servicer, on behalf of the Trustee, shall,
within the 40-day period which begins on such Distribution Date, solicit bids
for the sale of Principal Receivables and the related Finance Charge Receivables
(or, interests therein) in an amount equal to the Invested Amount at the close
of business on the last day of the Monthly Period preceding the Series [199_-_]
Termination Date (after giving effect to all distributions required to be made
on the Series [199_-_] Termination Date, except pursuant to this Section 7.02).
Such bids shall require that such sale shall (subject to subsection 7.02(b))
occur on the Series [199_-_] Termination Date. The Transferor and the Collateral
Interest Holder shall be entitled to participate in, and to receive from the
Trustee a copy of each other bid submitted in connection with, such bidding
process.
31
(b) The Servicer, on behalf of the Trustee, shall sell such
Receivables (or interests therein) on the Series [199_-_] Termination Date to
the bidder who made the highest cash purchase offer. The proceeds of any such
sale shall be treated as Collections on the Receivables allocated to the Series
[199_-_] Certificateholders pursuant to the Agreement and this Supplement;
provided, however, that the Servicer shall determine conclusively the amount of
such proceeds which are allocable to Finance Charge Receivables and the amount
of such proceeds which are allocable to Principal Receivables. During the period
from the [ ] Distribution Date to the Series [199_-_] Termination Date, the
Servicer shall continue to collect payments on the Receivables and allocate and
deposit such Collections in accordance with the provisions of the Agreement and
the Supplements.
ARTICLE VIII
Final Distributions
Section 8.01. Sale of Receivables or Certificateholders' Interest
pursuant to Section 2.06 or 10.01 of the Agreement and Section 7.01 or 7.02 of
this Supplement.
(a)(i) The amount to be paid by the Transferor with respect to
Series [199_-_] in connection with a reassignment of Receivables to the
Transferor pursuant to Section 2.06 of the Agreement shall equal the
Reassignment Amount for the first Distribution Date following the Monthly Period
in which the reassignment obligation arises under the Agreement.
(ii) The amount to be paid by the Transferor with respect to
Series [199_-_] in connection with a repurchase of the
Certificateholders' Interest pursuant to Section 10.01 of the Agreement
shall equal the sum of (x) the Reassignment Amount for the Distribution
Date of such repurchase and (y) the sum of (A) the excess, if any, of
(I) a price equivalent to the average of bids quoted on the Record Date
preceding the date of repurchase or, if not a Business Day, on the next
succeeding Business Day by at least two recognized dealers selected by
the Trustee for the purchase by such dealers of a security which is
similar to the Class A Certificates with a remaining maturity
approximately equal to the remaining maturity of the Class A
Certificates and rated by each Rating Agency in the rating category
originally assigned to the Class A Certificates over (II) the portion
of the Reassignment Amount attributable to the Class A Certificates and
(B) the excess, if any, of (I) a price equivalent to the average of
bids quoted on such Record Date, or if not a Business Day, on the next
succeeding Business Day by at least two recognized dealers selected by
the Trustee for the purchase by such dealers of a security which is
similar to the Class B Certificates with a remaining maturity
approximately equal to the remaining maturity of the Class B
Certificates and rated by each Rating Agency in the rating category
originally assigned to the Class B Certificates over (II) the portion
of the Reassignment Amount attributable to the Class B Certificates.
(b) With respect to the Reassignment Amount deposited into the
Collection Account pursuant to Section 7.01 or any amounts allocable to the
Series [199_-_] Certificateholders' Interest deposited into the Collection
Account pursuant to Section 7.02, the Trustee shall, in accordance with the
written direction of the Servicer, not later than 12:00 noon, New York City
time, on the related Distribution Date, make deposits or distributions of the
following amounts (in the priority set forth below and, in each case after
giving effect to any deposits and distributions otherwise to be made on such
date) in immediately available funds: (i) (x) the Class A Invested Amount on
such Distribution Date will be distributed to the Paying Agent for payment to
the Class A Certificateholders and (y) an amount equal to the sum of (A) Class A
Monthly Interest for such Distribution Date, (B) any Class A Monthly Interest
previously due but not distributed to the Class A Certificateholders or
deposited in the Interest Funding Account on a prior Distribution Date and (C)
the amount of Class A Additional Interest, if any, for such Distribution Date
and any Class A Additional Interest previously due but not distributed to the
Class A Certificateholders or
32
deposited in the Interest Funding Account on any prior Distribution Date, will
be distributed to the Paying Agent for payment to the Class A
Certificateholders, (ii) (x) the Class B Invested Amount on such Distribution
Date will be distributed to the Paying Agent for payment to the Class B
Certificateholders and (y) an amount equal to the sum of (A) Class B Monthly
Interest for such Distribution Date, (B) any Class B Monthly Interest previously
due but not distributed to the Class B Certificateholders or deposited in the
Interest Funding Account on a prior Distribution Date and (C) the amount of
Class B Additional Interest, if any, for such Distribution Date and any Class B
Additional Interest previously due but not distributed to the Class B
Certificateholders or deposited in the Interest Funding Account on any prior
Distribution Date, will be distributed to the Paying Agent for payment to the
Class B Certificateholders and (iii) the balance, if any, will be distributed to
the Collateral Interest Holder for application in accordance with the Loan
Agreement.
(c) Notwithstanding anything to the contrary in this Supplement
or the Agreement, all amounts distributed to the Paying Agent pursuant to
subsection 8.01(b) for payment to the Series [199_-_] Certificateholders shall
be deemed distributed in full to the Series [199_-_] Certificateholders on the
date on which such funds are distributed to the Paying Agent pursuant to this
Section and shall be deemed to be a final distribution pursuant to Section 12.02
of the Agreement.
Section 8.02. Distribution of Proceeds of Sale, Disposition or
Liquidation of the Receivables pursuant to Section 9.01 of the Agreement. (a)
Not later than 12:00 noon, New York City time, on the Distribution Date
following the date on which the Insolvency Proceeds are deposited into the
Collection Account pursuant to subsection 9.01(b) of the Agreement, the Trustee
shall in accordance with the written direction of the Servicer (in the following
priority and, in each case, after giving effect to any deposits and
distributions otherwise to be made on such Distribution Date) (i) deduct an
amount equal to the Class A Invested Amount on such Distribution Date from the
portion of the Insolvency Proceeds allocated to Series [199_-_] Allocable
Principal Collections and distribute such amount to the Paying Agent for payment
to the Class A Certificateholders, provided that the amount of such distribution
shall not exceed the product of (x) the portion of the Insolvency Proceeds
allocated to Series [199_-_] Allocable Principal Collections and (y) the
Principal Allocation Percentage with respect to the related Monthly Period, (ii)
deduct an amount equal to the Class B Invested Amount on such Distribution Date
from the portion of the Insolvency Proceeds allocated to Series [199_-_]
Allocable Principal Collections and distribute such amount to the Paying Agent
for payment to the Class B Certificateholders, provided that the amount of such
distribution shall not exceed (x) the product of (A) the portion of such
Insolvency Proceeds allocated to Series [199_-_] Allocable Principal Collections
and (B) the Principal Allocation Percentage with respect to the related Monthly
Period minus (y) the amount distributed to the Paying Agent pursuant to clause
(i) of this sentence and (iii) deduct an amount equal to the Collateral Invested
Amount, if any, on such Distribution Date from the portion of the Insolvency
Proceeds allocated to Series [199_-_] Allocable Principal Collections and
distribute such amount to the Collateral Interest Holder for application in
accordance with the Loan Agreement, provided that the amount of such
distribution shall not exceed (x) the product of (1) the portion of the
Insolvency Proceeds allocated to Series [199_-_] Allocable Principal Collections
and (2) the Principal Allocation Percentage with respect to such Monthly Period
minus (y) the amounts distributed to the Paying Agent pursuant to clauses (i)
and (ii) of this sentence. To the extent that the product of (A) the portion of
the Insolvency Proceeds allocated to Series [199_-_] Allocable Principal
Collections and (B) the Principal Allocation Percentage with respect to the
related Monthly Period exceeds the aggregate amounts distributed to the Paying
Agent pursuant to the preceding sentence, the excess shall be allocated to the
Transferor's Interest and shall be released to the Holders of the Transferor
Certificates on such Distribution Date.
(b) Not later than 12:00 noon, New York City time, on such
Distribution Date, the Trustee shall in accordance with the written direction of
the Servicer (in the following priority and, in each case, after giving effect
to any deposits and distributions otherwise to be made on such Distribution
Date) (i) deduct an amount equal to the sum of (w) Class A Monthly Interest for
such Distribution Date, (x) any Class A Monthly Interest previously due but not
distributed to the Class A Certificateholders or deposited in the Interest
Funding Account on a prior Distribution Date and (y) the amount of Class A
Additional
33
Interest, if any, for such Distribution Date and any Class A Additional Interest
previously due but not distributed to the Class A Certificateholders or
deposited in the Interest Funding Account on a prior Distribution Date from the
portion of the Insolvency Proceeds allocated to Collections of Finance Charge
Receivables and distribute such amount to the Paying Agent for payment to the
Class A Certificateholders, provided that the amount of such distribution shall
not exceed the product of (x) the portion of the Insolvency Proceeds allocated
to Series [199_-_] Allocable Finance Charge Collections, (y) the Floating
Allocation Percentage with respect to the related Monthly Period and (z) the
Class A Floating Percentage with respect to such Monthly Period and (ii) deduct
an amount equal to the sum of (w) Class B Monthly Interest for such Distribution
Date, (x) Class B Monthly Interest previously due but not distributed to the
Class B Certificateholders or deposited in the Interest Funding Account on a
prior Distribution Date and (y) the amount of Class B Additional Interest, if
any, for such Distribution Date and any Class B Additional Interest previously
due but not distributed to the Class B Certificateholders or deposited in the
Interest Funding Account on a prior Distribution Date from the portion of the
Insolvency Proceeds allocated to Series [199_-_] Allocable Finance Charge
Collections and distribute such amount to the Paying Agent for payment to the
Class B Certificateholders, provided that the amount of such distribution shall
not exceed the product of (x) the portion of the Insolvency Proceeds allocated
to Series [199_-_] Allocable Finance Charge Collections, (y) the Floating
Allocation Percentage with respect to the related Monthly Period and (z) the
Class B Floating Percentage with respect to such Monthly Period. To the extent
that the product of (A) the portion of the Insolvency Proceeds allocated to
Series [199_-_] Allocable Finance Charge Collections and (B) the Floating
Allocation Percentage with respect to the related Monthly Period exceeds the
aggregate amount distributed to the Paying Agent pursuant to the preceding
sentence, the excess shall be released to the Collateral Interest Holder for
application by the Collateral Interest Holder in accordance with the Loan
Agreement.
(c) Notwithstanding anything to the contrary in this Supplement
or the Agreement, all amounts distributed to the Paying Agent pursuant to this
Section for payment to the Series [199_-_] Certificateholders shall be
distributed in full to the Series [199_-_] Certificateholders on the date on
which funds are distributed to the Paying Agent pursuant to this Section and
shall be deemed to be a final distribution pursuant to Section 12.02 of the
Agreement.
ARTICLE IX
Miscellaneous Provisions
Section 9.01. Ratification of Agreement. As supplemented by this
Supplement, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented by this Supplement shall be read, taken and
construed as one and the same instrument.
Section 9.02. Counterparts. This Supplement may be executed in
two or more counterparts, and by different parties on separate counterparts,
each of which shall be an original, but all of which shall constitute one and
the same instrument.
Section 9.03. Governing Law. THIS SUPPLEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
34
IN WITNESS WHEREOF, the undersigned have caused this Supplement
to be duly executed and delivered by their respective duly authorized officers
on the day and year first above written.
UNIVERSAL BANK,
Transferor
By:_____________________________
Name:
Title:
UNIVERSAL CARD SERVICES CORP.,
Servicer
By:_____________________________
Name:
Title:
BANKERS TRUST COMPANY,
not in its individual capacity, but solely
as Trustee,
By:_____________________________
Name:
Title:
35
EXHIBIT A-1
-----------
FORM OF CLASS A CERTIFICATE
---------------------------
REGISTERED $____________(1)
No. R-__ CUSIP No. ________
Unless this Class A Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to Universal Bank 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 is 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.
UNIVERSAL CARD MASTER TRUST
SERIES [199_-_]
CLASS A [FLOATING RATE] ASSET BACKED CERTIFICATE
Expected Final Payment Date:
The [ ] Distribution Date
Each $1,000 minimum denomination represents a
1/[ ] undivided interest
in Class A of the
UNIVERSAL CARD MASTER TRUST, SERIES [199_-_]
Evidencing an undivided interest in certain assets of a trust, the corpus of
which consists primarily of an interest in receivables generated from time to
time in the ordinary course of business in a portfolio of consumer revolving
credit card accounts serviced by
UNIVERSAL CARD SERVICES CORP.,
and other assets and interests constituting the Trust under the Pooling and
Servicing Agreement referred to below.
(Not an interest in or obligation of Universal Card Services Corp., Universal
Bank or any of their respective affiliates)
This certifies that CEDE & CO. (the "Class A Certificateholder") is the
registered owner of a fractional undivided interest in certain assets of a trust
(the "Trust") created pursuant to the Amended and Restated Pooling and Servicing
Agreement, dated as of April 24, 1998 (as amended and supplemented, the
----------
(1) Denominations of $1,000 and integral multiples of $1,000 in excess thereof.
A-1-1
"Agreement"), as supplemented by the Series [199_-_] Supplement dated as of [ ],
[199_] (as amended and supplemented, the "Supplement"), among Universal Bank, as
Transferor, Universal Card Services Corp., as Servicer, and Bankers Trust
Company, a New York banking corporation, as trustee (the "Trustee"). The corpus
of the Trust consists of (i) the Transferor's ownership interest in a portfolio
of receivables (the "Receivables") existing in the consumer revolving credit
card accounts identified under the Agreement from time to time (the "Accounts"),
(ii) all Receivables generated under the Accounts from time to time thereafter,
(iii) funds collected or to be collected from cardmembers in respect of the
Receivables, (iv) all funds which are from time to time on deposit in the
Collection Account, the Special Funding Account and any other Series Accounts
and (v) all other assets and interests constituting the Trust. The Holder of
this Certificate is entitled to the benefits of the subordination of the Class B
Certificates and the Collateral Interest to the extent provided in the
Supplement. Although a summary of certain provisions of the Agreement and the
Supplement is set forth below and in the Summary of Terms and Conditions
attached hereto and made a part hereof, this Class A Certificate does not
purport to summarize the Agreement and the Supplement and reference is made to
the Agreement and the Supplement for information with respect to the interests,
rights, benefits, obligations, proceeds and duties evidenced hereby and the
rights, duties and obligations of the Trustee. A copy of the Agreement and the
Supplement (without schedules) may be requested from the Trustee by writing to
the Trustee at the Corporate Trust Office. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the
Agreement or the Supplement, as applicable.
This Class A Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement and the Supplement, to which
Agreement and Supplement, each as amended and supplemented from time to time,
the Class A Certificateholder by virtue of the acceptance hereof assents and is
bound.
It is the intent of the Transferor and the Class A
Certificateholders that, for federal, state and local income and franchise tax
purposes, the Class A Certificates will qualify as indebtedness of the
Transferor secured by the Receivables. The Class A Certificateholder, by the
acceptance of this Class A Certificate, agrees to treat this Class A Certificate
for federal, state and local income and franchise tax purposes as debt of the
Transferor.
In general, payments of principal with respect to the Class A
Certificates are limited to the Class A Invested Amount, which may be less than
the unpaid principal balance of the Class A Certificates. The Expected Final
Payment Date is the [ ] Distribution Date, but principal with respect to the
Class A Certificates may be paid earlier or later under certain circumstances
described in the Agreement and the Supplement. If for one or more months during
the Controlled Accumulation Period there are not sufficient funds to pay the
Controlled Deposit Amount, then to the extent that excess funds are not
available on subsequent Distribution Dates with respect to the Controlled
Accumulation Period to make up for such shortfalls, the final payment of
principal of the Class A Certificates will occur later than the Expected Final
Payment Date.
A-1-2
Unless the certificate of authentication hereon has been executed
by or on behalf of the Trustee, by manual signature, this Class A Certificate
shall not be entitled to any benefit under the Agreement or the Supplement or be
valid for any purpose.
IN WITNESS WHEREOF, the Transferor has caused this Class A
Certificate to be duly executed.
UNIVERSAL BANK,
By:_____________________________
Name:
Title:
Dated:_______________
A-1-3
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates described in the
within-mentioned Agreement and Supplement.
BANKERS TRUST COMPANY,
as Trustee,
By:_____________________________
Authorized Officer
or
By:_____________________________
as Authenticating Agent
for the Trustee,
By:_____________________________
Authorized Officer
A-1-4
UNIVERSAL CARD MASTER TRUST
SERIES [199_-_]
CLASS A [FLOATING RATE] ASSET BACKED CERTIFICATE
Summary of Terms and Conditions
The Receivables consist of Principal Receivables which arise
generally from the purchase of goods and services and amounts advanced to
cardmembers as cash advances and Finance Charge Receivables. This Class A
Certificate is one of a Series of Certificates entitled Universal Card Master
Trust, Series [199_-_] (the "Series [199_-_] Certificates"), and one of a Class
thereof entitled Class A Series [199_-_] [Floating Rate] Asset Backed
Certificates, (the "Class A Certificates"), each of which represents a
fractional, undivided interest in certain assets of the Trust. The assets of the
Trust are allocated in part to the investor certificateholders of all
outstanding Series (the "Certificateholders' Interest") with the remainder
allocated to the Holders of the Transferor Certificates. The aggregate interest
represented by the Class A Certificates at any time in the Principal Receivables
in the Trust shall not exceed an amount equal to the Class A Invested Amount at
such time. The Class A Initial Invested Amount is $[ ]. The Class A Invested
Amount on any date 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 on or prior to such date, minus (c) the excess, if any, of
the aggregate amount of Class A Investor Charge-Offs for all prior Distribution
Dates over Class A Investor Charge-Offs reimbursed pursuant to subsection
4.07(b) of the Supplement prior to such date.
Subject to the terms and conditions of the Agreement, the
Transferor may, from time to time, direct the Trustee, on behalf of the Trust,
to issue one or more new Series of Investor Certificates, which will represent
fractional, undivided interests in certain of the Trust Assets.
On each Distribution Date, the Paying Agent shall distribute to
each Class A Certificateholder of record on the last day of the preceding
calendar month (each a "Record Date") such Class A Certificateholder's pro rata
share of such amounts (including amounts on deposit in the Collection Account)
as are payable to the Class A Certificateholders pursuant to the Agreement and
the Supplement. Distributions with respect to this Class A Certificate will be
made by the Paying Agent by check mailed to the address of the Class A
Certificateholder of record appearing in the Certificate Register without the
presentation or surrender of this Class A Certificate or the making of any
notation thereon (except for the final distribution in respect of this Class A
Certificate) except that with respect to Class A Certificates registered in the
name of Cede & Co., the nominee for The Depository Trust Company, distributions
will be made in the form of immediately available funds. Final payment of this
Class A Certificate will be made only upon presentation and surrender of this
Class A Certificate at the office or agency specified in the notice of final
distribution delivered by the Trustee to the Series [199_-_] Certificateholders
in accordance with the Agreement and the Supplement.
On any day occurring on or after the day on which the Invested
Amount is reduced to [5]% or less of the Initial Invested Amount, the Transferor
has the option to repurchase the Series [199_-_] Certificateholders' Interest in
the Trust. The repurchase price will be equal to (a) if such day is a
Distribution Date, the Reassignment Amount for such Distribution Date or (b) if
such day is not a Distribution Date, the Reassignment Amount for the
Distribution Date following such day. Following the deposit of the Reassignment
Amount in the Collection Account, Series [199_-_] Certificateholders will not
have any interest in the Receivables and the Series [199_-_] Certificates will
represent only the right to receive such Reassignment Amount.
A-1-5
This Class A Certificate does not represent an obligation of, or
an interest in, the Transferor or the Servicer or any affiliate of either of
them and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency or instrumentality. This Class A
Certificate is limited in right of payment to certain Collections with respect
to the Receivables (and certain other amounts), all as more specifically set
forth hereinabove and in the Agreement and the Supplement.
The Class A Certificates are issuable only in minimum
denominations of $1,000 and integral multiples of $1,000. The transfer of this
Class A Certificate shall be registered in the Certificate Register upon
surrender of this Class A Certificate for registration of transfer at any office
or agency maintained by the Transfer Agent and Registrar accompanied by a
written instrument of transfer, in a form satisfactory to the Trustee or the
Transfer Agent and Registrar, duly executed by the Class A Certificateholder or
such Class A Certificateholder's attorney, and duly authorized in writing with
such signature guaranteed, and thereupon one or more new Class A Certificates of
authorized denominations and for the same aggregate fractional undivided
interest will be issued to the designated transferee or transferees.
As provided in the Agreement and subject to certain limitations
therein set forth, Class A Certificates are exchangeable for new Class A
Certificates evidencing like aggregate fractional, undivided interests as
requested by the Class A Certificateholder surrendering such Class A
Certificates. No service charge may be imposed for any such exchange but the
Servicer or Transfer Agent and Registrar may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.
The Servicer, the Trustee, the Paying Agent and the Transfer
Agent and Registrar and any agent of any of them, may treat the person in whose
name this Class A Certificate is registered as the owner hereof for all
purposes, and neither the Servicer nor the Trustee, the Paying Agent, the
Transfer Agent and Registrar, nor any agent of any of them, shall be affected by
notice to the contrary except in certain circumstances described in the
Agreement.
THIS CLASS A CERTIFICATE 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. ASSIGNMENT
A-1-6
ASSIGNMENT
Social Security or other identifying number of assignee _______________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ______________________________
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ____________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated:___________________ Signature Guaranteed:__________________________(2)
----------
(2) NOTE: The signature to this assignment must correspond with the name of
the registered owner as it appears on the face of the within
Certificate in every particular, without alteration, enlargement or any
change whatsoever.
X-0-0
XXXXXXX X-0
-----------
FORM OF CLASS B CERTIFICATE
---------------------------
THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE
ACCOUNT OF A BENEFIT PLAN (AS DEFINED BELOW).
REGISTERED $____________(1)
No. R-__ CUSIP No. ________
Unless this Class B Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to Universal Bank 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 is 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.
UNIVERSAL CARD MASTER TRUST
SERIES [199_-_]
CLASS B [FLOATING RATE] ASSET BACKED CERTIFICATE
Expected Final Payment Date:
The [ ] Distribution Date
Each $1,000 minimum denomination represents a
1/[ ] undivided interest
in Class B of the
UNIVERSAL CARD MASTER TRUST, SERIES [199_-_]
Evidencing an undivided interest in certain assets of a trust, the corpus of
which consists primarily of an interest in receivables generated from time to
time in the ordinary course of business in a portfolio of consumer revolving
credit card accounts serviced by
UNIVERSAL CARD SERVICES CORP.,
and other assets and interests constituting the Trust under the Pooling and
Servicing Agreement referred to below.
(Not an interest in or obligation of Universal Card Services Corp., Universal
Bank or any of their respective affiliates).
----------
(1) Denominations of $1,000 and integral multiples of $1,000 in excess thereof.
A-2-1
This certifies that CEDE & CO. (the "Class B Certificateholder") is the
registered owner of a fractional, undivided interest in certain assets of a
trust (the "Trust") created pursuant to the Amended and Restated Pooling and
Servicing Agreement, dated as of April 24, 1998 (as amended and supplemented,
the "Agreement"), as supplemented by the Series [199_-_] Supplement dated as of
[ ], [199_] (as amended and supplemented, the "Supplement"), among Universal
Bank, as Transferor, Universal Card Services Corp., as Servicer, and Bankers
Trust Company, a New York banking corporation, as trustee (the "Trustee"). The
corpus of the Trust consists of (i) the Transferor's ownership interest in a
portfolio of receivables (the "Receivables") existing in the consumer revolving
credit card accounts identified under the Agreement from time to time (the
"Accounts"), (ii) all Receivables generated under the Accounts from time to time
thereafter, (iii) funds collected or to be collected from cardmembers in respect
of the Receivables, (iv) all funds which are from time to time on deposit in the
Collection Account, the Special Funding Account, and the other Series Accounts
and (v) all other assets and interests constituting the Trust. The Holder of
this Certificate is entitled to the benefits of the subordination of the
Collateral Interest to the extent provided in the Supplement. Although a summary
of certain provisions of the Agreement and the Supplement is set forth below and
in the Summary of Terms and Conditions attached hereto and made a part hereof,
this Class B Certificate does not purport to summarize the Agreement and the
Supplement and reference is made to the Agreement and the Supplement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and obligations of
the Trustee. A copy of the Agreement and the Supplement (without schedules) may
be requested from the Trustee by writing to the Trustee at the Corporate Trust
Office. To the extent not defined herein, the capitalized terms used herein have
the meanings ascribed to them in the Agreement or the Supplement, as applicable.
This Class B Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement and the Supplement, to which
Agreement and Supplement, each as amended and supplemented from time to time,
the Class B Certificateholder by virtue of the acceptance hereof assents and is
bound.
This Class B Certificate may not be acquired by or for the
account of any employee benefit plan, trust or account, including an individual
retirement account, that is subject to the Employee Retirement Income Security
Act of 1974, as amended, or that is described in Section 4975(e)(1) of the
Internal Revenue Code of 1986, as amended, or an entity whose underlying assets
include plan assets by reason of a plan's investment in such entity (a "Benefit
Plan"). By accepting and holding this Class B Certificate, the Holder hereof
shall be deemed to have represented and warranted that it is not a Benefit Plan.
By acquiring any interest in this Class B Certificate, the applicable
Certificate Owner or Owners shall be deemed to have represented and warranted
that it or they are not Benefit Plans.
THIS CLASS B CERTIFICATE IS SUBORDINATED TO THE EXTENT NECESSARY
TO FUND PAYMENTS ON THE CLASS A CERTIFICATES TO THE EXTENT SPECIFIED IN THE
SUPPLEMENT.
It is the intent of the Transferor and the Class B
Certificateholders that, for federal, state and local income and franchise tax
purposes, the Class B Certificates will qualify as indebtedness of the
Transferor secured by the Receivables. The Class B Certificateholder, by the
acceptance of this Class B Certificate, agrees to treat this Class B Certificate
for federal, state and local income and franchise tax purposes as debt of the
Transferor.
In general, payments of principal with respect to the Class B
Certificates are limited to the Class B Invested Amount, which may be less then
the unpaid principal balance of the Class B Certificates. The Expected Final
Payment Date is the [ ] Distribution Date, but principal with respect to the
Class B Certificates may be paid earlier or later under certain circumstances
described in the
A-2-2
Agreement and the Supplement. If for one or more months during the Controlled
Accumulation Period there are not sufficient funds to pay the Controlled Deposit
Amount, then to the extent that excess funds are not available on subsequent
Distribution Dates with respect to the Accumulation Period to make up for such
shortfalls, the final payment of principal of the Certificates will occur later
than the Expected Final Payment Date.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Trustee, by manual signature, this Class B Certificate
shall not be entitled to any benefit under the Agreement or the Supplement or be
valid for any purpose.
IN WITNESS WHEREOF, the Transferor has caused this Class B
Certificate to be duly executed.
UNIVERSAL BANK,
By:_____________________________
Name:
Title:
Dated:___________
A-2-3
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates described in the
within-mentioned Agreement and Supplement.
BANKERS TRUST COMPANY,
as Trustee,
By:_____________________________
Authorized Officer
A-2-4
UNIVERSAL CARD MASTER TRUST
SERIES [199_-_]
CLASS B [FLOATING RATE] ASSET BACKED CERTIFICATE
Summary of Terms and Conditions
The Receivables consist of Principal Receivables which arise
generally from the purchase of goods and services and amounts advanced to
cardmembers as cash advances and Finance Charge Receivables. This Class B
Certificate is one of a Series of Certificates entitled Universal Card Master
Trust, Series [199_-_] (the "Series [199_-_] Certificates"), and one of a class
thereof entitled Class B Series [199_-_] [Floating Rate] Asset Backed
Certificates, (the "Class B Certificates"), each of which represents a
fractional, undivided interest in certain assets of the Trust. The assets of the
Trust are allocated in part to the investor certificateholders of all
outstanding Series (the "Certificateholders' Interest") with the remainder
allocated to the Holders of the Transferor Certificates. The aggregate interest
represented by the Class B Certificates at any time in the Principal Receivables
in the Trust shall not exceed an amount equal to the Class B Invested Amount at
such time. The Class B Initial Invested Amount is $[ ]. The Class B Invested
Amount on any date 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 Distribution Dates, minus (d) the amount of
Reallocated Principal Collections allocated on all prior Distribution Dates
pursuant to subsection 4.08(a) of the Supplement (excluding any Reallocated
Principal Collections that have resulted in a reduction in the Collateral
Invested Amount pursuant to Section 4.08), minus (e) an amount equal to the
amount by which the Class B Invested Amount has been reduced to cover the Class
A Investor Default Amount on all prior Distribution Dates, and plus (f) the
amount of Excess Spread and Excess Finance Charge Collections allocated to
Series [199_-_] and applied on all prior Distribution Dates 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.
Subject to the terms and conditions of the Agreement, the
Transferor may, from time to time, direct the Trustee, on behalf of the Trust,
to issue one or more new Series of Investor Certificates, which will represent
fractional, undivided interests in certain of the Trust Assets.
On each Distribution Date, the Paying Agent shall distribute to
each Class B Certificateholder of record on the last day of the preceding
calendar month (each a "Record Date") such Class B Certificateholder's pro rata
share of such amounts (including amounts on deposit in the Collection Account)
as are payable to the Class B Certificateholders pursuant to the Agreement and
the Supplement. Distributions with respect to this Class B Certificate will be
made by the Paying Agent by check mailed to the address of the Class B
Certificateholder of record appearing in the Certificate Register without the
presentation or surrender of this Class B Certificate or the making of any
notation thereon (except for the final distribution in respect of this Class B
Certificate) except that with respect to Class B Certificates registered in the
name of Cede & Co., the nominee for The Depository Trust Company, distributions
will be made in the form of immediately available funds. Final payment of this
Class B Certificate will be made only upon presentation and surrender of this
Class B Certificate at the office or agency specified in the notice of final
distribution delivered by the Trustee to the Series [199_-_] Certificateholders
in accordance with the Agreement and the Supplement.
On any day occurring on or after the day on which the Invested
Amount is reduced to [5]% or less of the Initial Invested Amount, the Transferor
has the option to repurchase the Series [199_-_]
A-2-5
Certificateholders' Interest in the Trust. The repurchase price will be equal to
(a) if such day is a Distribution Date, the Reassignment Amount for such
Distribution Date or (b) if such day is not a Distribution Date, the
Reassignment Amount for the Distribution Date next following such day. Following
the deposit of the Reassignment Amount in the Collection Account, Series
[199_-_] Certificateholders will not have any interest in the Receivables and
the Series [199_-_] Certificates will represent only the right to receive such
Reassignment Amount.
This Class B Certificate does not represent an obligation of, or
an interest in, the Transferor or the Servicer or any affiliate of either of
them and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency or instrumentality. This Class B
Certificate is limited in right of payment to certain Collections with respect
to the Receivables (and certain other amounts), all as more specifically set
forth hereinabove and in the Agreement and the Supplement.
The Class B Certificates are issuable only in minimum
denominations of $1,000 and integral multiples of $1,000. The transfer of this
Class B Certificate shall be registered in the Certificate Register upon
surrender of this Class B Certificate for registration of transfer at any office
or agency maintained by the Transfer Agent and Registrar accompanied by a
written instrument of transfer, in a form satisfactory to the Trustee or the
Transfer Agent and Registrar, duly executed by the Class B Certificateholder or
such Class B Certificateholder's attorney, and duly authorized in writing with
such signature guaranteed, and thereupon one or more new Class B Certificates of
authorized denominations and for the same aggregate fractional undivided
interest will be issued to the designated transferee or transferees.
As provided in the Agreement and subject to certain limitations
therein set forth, Class B Certificates are exchangeable for new Class B
Certificates evidencing like aggregate fractional undivided interests as
requested by the Class B Certificateholder surrendering such Class B
Certificates. No service charge may be imposed for any such exchange but the
Servicer or Transfer Agent and Registrar may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.
The Servicer, the Trustee, the Paying Agent and the Transfer
Agent and Registrar and any agent of any of them, may treat the person in whose
name this Class B Certificate is registered as the owner hereof for all
purposes, and neither the Servicer nor the Trustee, the Paying Agent, the
Transfer Agent and Registrar, nor any agent of any of them, shall be affected by
notice to the contrary except in certain circumstances described in the
Agreement.
THIS CLASS B CERTIFICATE 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. ASSIGNMENT
A-2-6
ASSIGNMENT
Social Security or other identifying number of assignee _______________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ______________________________
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ____________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated:___________________ Signature Guaranteed:__________________________(2)
----------
(2) NOTE: The signature to this assignment must correspond with the name of
the registered owner as it appears on the face of the within
Certificate in every particular, without alteration, enlargement or any
change whatsoever.
A-2-7
EXHIBIT B
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE
------------------------------
UNIVERSAL CARD MASTER TRUST
SERIES [199_-_]
------------------------------
The undersigned, a duly authorized representative of Universal
Card Services Corp. ("UCS"), as Servicer pursuant to the Amended and Restated
Pooling and Servicing Agreement dated as of April 24, 1998 (as amended and
supplemented, the "Pooling and Servicing Agreement"), among UCS, Universal Bank
(the "Bank"), as Transferor and Bankers Trust Company, as trustee (the
"Trustee"), does hereby certify as follows:
1. Capitalized terms used in this Certificate have their
respective meanings set forth in the Pooling and Servicing Agreement or the
Series [199_-_] Supplement dated as of [ ], [199_], among UCS, the Bank and the
Trustee (as amended and supplemented, the "Supplement"), as applicable.
2. UCS is the Servicer.
3. The undersigned is a Servicing Officer.
I. INSTRUCTION TO MAKE A WITHDRAWAL
Pursuant to subsections 4.05(a), (b) and (c), the Servicer does
hereby instruct the Trustee (i) to make withdrawals from the Collection Account
on ___________, ____, which date is a Distribution Date under the Supplement, in
the aggregate amounts (equal to the Class A Available Funds, Class B Available
Funds and Collateral Available Funds, respectively) as set forth below in
respect of the following amounts and (ii) to apply the proceeds of such
withdrawals in accordance with subsections 4.05(a), (b) and (c):
B-1
With respect to the Class A Certificates,
A) Pursuant to subsection 4.05(a)(i):
(1) Interest at the Class A Certificate Rate for the related Interest
Period on the outstanding principal balance of the Class A
Certificates..................................................$_______
(2) Class A Monthly Interest previously due but not paid......$_______
(3) Class A Additional Interest and any Class A Additional Interest
previously due but not paid...................................$_______
B) Pursuant to subsection 4.05(a)(ii):
Class A Investor Default Amount for the preceding Monthly
Period........................................................$_______
C) Pursuant to subsection 4.05(a)(iii):
(1) The Class A Servicing Fee for the preceding Monthly
Period........................................................$_______
(2) Accrued and unpaid Class A Servicing
Fees..........................................................$_______
With respect to the Class B Certificates,
A) Pursuant to subsection 4.05(b)(i):
(1) Interest at the Class B Certificate Rate for the preceding Monthly
Period on the Class B Invested Amount.........................$_______
(2) Class B Monthly Interest previously due but not paid......$_______
(3) Class B Additional Interest and any Class B Additional Interest
previously due but not paid...................................$_______
B) Pursuant to subsection 4.05(b)(ii):
(1) The Class B Servicing Fee for the preceding Monthly
Period........................................................$_______
(2) Accrued and unpaid Class B Servicing
Fees..........................................................$_______
B-2
With respect to the Collateral Interest
A) Pursuant to subsection 4.05(c)(i):
(1) The Collateral Servicing Fee for the preceding Monthly
Period........................................................$_______
(2) Accrued and unpaid Collateral Servicing Fee, if
applicable....................................................$_______
Pursuant to subsections 4.05(d), (e) and (f), the Servicer hereby
instructs the Trustee (i) to make withdrawals from the Collection Account on
____________, which date is a Distribution Date under the Supplement, in the
aggregate amounts (equal to the Available Principal Collections) as set forth
below in respect of the following amounts and (ii) to apply the proceeds of such
withdrawals in accordance with subsections 4.05(d), (e) and (f):
A) Pursuant to subsection 4.05(d):
(1) The excess, if any, of the Collateral Invested Amount over the
Required Collateral Invested Amount paid to the Collateral Interest
Holder pursuant to the Loan Agreement.........................$_______
(2) Amount to be treated as Shared Principal Collections......$_______
B) Pursuant to subsection 4.05(e):
(1) The lesser of the Controlled Deposit Amount and the sum of the
Class A Adjusted Invested Amount and the Class B Adjusted Invested
Amount deposited in the Principal Funding
Account.......................................................$_______
(2) Prior to the date the Class B Invested Amount is paid in full,
excess of the Collateral Invested Amount over the Required Collateral
Invested Amount paid to the Collateral Interest Holder pursuant to the
Loan Agreement................................................$_______
(3) After the Class B Invested Amount is paid in full, the amount paid
to the Collateral Interest Holder (up to the Collateral Invested
Amount) pursuant to the Loan Agreement........................$_______
(4) Amount to be treated as Shared Principal Collections......$_______
C) Pursuant to subsection 4.05(f):
(1) An amount up to the Class A Adjusted Invested Amount deposited in
the Principal Funding Account.................................$_______
B-3
(2) On and after the Distribution Date on which the Class A Invested
Amount is paid in full, an amount up to the Class B Invested Amount
deposited in the Principal Funding Account....................$_______
(3) On and after the Distribution Date on which the Class B Invested
Amount is paid in full, an amount up to the Collateral Invested Amount
paid to the Collateral Interest Holder pursuant to the Loan
Agreement.....................................................$_______
(4) Amount to be treated as Shared Principal Collections......$_______
Pursuant to Section 4.07, the Servicer does hereby instruct the
Trustee to apply on __________, which is a Distribution Date under the
Supplement, any Excess Spread and Excess Finance Charge Collections allocated to
Series [199_-_] as follows:
A) Pursuant to subsection 4.07(a):
Class A Required Amount applied in the priority set forth in
subsections 4.05(a)(i), (ii) and (iii)........................$_______
B) Pursuant to subsection 4.07(b):
Aggregate amount of Class A Investor Charge-Offs not previously
reimbursed allocated to Available Principal
Collections...................................................$_______
C) Pursuant to subsection 4.07(c):
Class B Required Amount applied first in the priority set forth in
subsections 4.05(b)(i) and (ii) and any remaining amount up to the
Class B Investor Default Amount allocated to Available Principal
Collections...................................................$_______
D) Pursuant to subsection 4.07(d):
The amount by which the "Class B Invested Amount" has been reduced
pursuant to clauses (c), (d) and (e) of the definition thereof
allocated to Available Principal
Collections...................................................$_______
E) Pursuant to subsection 4.07(e):
(1) Collateral Monthly Interest...............................$_______
(2) Collateral Monthly Interest previously due but not
paid..........................................................$_______
B-4
(3) Collateral Additional Interest and any Collateral Additional
Interest previously due and not paid..........................$_______
F) Pursuant to subsection 4.07(f):
Monthly Servicing Fee for such Distribution Date that has not been paid
to the Servicer and any Monthly Servicing Fee previously due but not
paid to the Servicer..........................................$_______
G) Pursuant to subsection 4.07(g):
Collateral Default Amount allocated to Available Principal
Collections...................................................$_______
H) Pursuant to subsection 4.07(h):
The amount by which the "Collateral Invested Amount" has been reduced
pursuant to clauses (c), (d) and (e) of the definition thereof
allocated to Available Principal Collections..................$_______
I) Pursuant to subsection 4.07(i):
The excess of the Required Reserve Account Amount over the Available
Reserve Amount deposited into the Reserve Account.............$_______
J) Pursuant to subsection 4.07(j):
Paid to the Collateral Interest Holder pursuant to the Loan
Agreement.....................................................$_______
K) Pursuant to subsection 4.07(k):
Treated as Excess Finance Charge Collections and allocated to other
Series or paid to the Holders of the Transferor
Certificates..................................................$_______
Pursuant to Section 4.08, the Servicer does hereby instruct the
Trustee to apply on __________, which is a Distribution Date under the Pooling
and Servicing Agreement, $__________ of Reallocated Principal Collections to
fund any deficiencies in the Required Amount after applying Class A Available
Funds, Class B Available Funds, Excess Spread and Excess Finance Charge
Collections thereto.
B-5
II. INSTRUCTION TO MAKE CERTAIN PAYMENTS
Pursuant to Section 5.01, the Servicer does hereby instruct the
Trustee to pay in accordance with Section 5.01 from the Interest Funding Account
or the Principal Funding Account, as applicable, on __________, which date is a
Payment Date under the Supplement, the following amounts as set forth below:
A) Pursuant to subsection 5.01(a):
Interest to be distributed to Class A
Certificateholders...........................................$________
B) Pursuant to subsection 5.01(b):
On the Expected Final Payment Date or a Special Payment Date, principal
to be distributed to the Class A
Certificateholders...........................................$________
C) Pursuant to subsection 5.01(c):
Interest to be distributed to Class B Certificateholders.....$________
D) Pursuant to subsection 5.01(d):
On the Expected Final Payment Date or a Special Payment Date, on or
after the date Class A Invested Amount is paid in full, principal to be
distributed to the Class B Certificateholders................$________
III. ACCRUED AND UNPAID AMOUNTS
After giving effect to the withdrawals and transfers to be made
in accordance with this notice, the following amounts will be accrued and unpaid
with respect to all Monthly Periods preceding the current calendar month.
1. Subsection 4.06(a):
The aggregate amount of all unreimbursed Class A Investor
Charge-Offs..................................................$________
2. Subsections 4.06(a), (b) and 4.08(a):
The aggregate amount by which the "Class B Invested Amount" has been
reduced pursuant to clauses (c), (d) and (e) of the definition
thereof......................................................$________
3. Subsections 4.06(a), (b), (c) and 4.08(a) and (b):
The aggregate amount by which the "Collateral Invested Amount" has been
reduced pursuant to clauses (c), (d) and (e) of the definition
thereof......................................................$________
B-6
IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate this ____ day of _____, ____.
UNIVERSAL CARD SERVICES CORP.
By:_____________________________
Name:
Title:
B-7
EXHIBIT C
FORM OF MONTHLY STATEMENT
UNIVERSAL CARD MASTER TRUST
SERIES [199_-_]
Pursuant to the Amended and Restated Pooling and Servicing
Agreement dated as of April 24, 1998 (hereinafter as such agreement may have
been or may be from time to time, amended or otherwise modified, the "Pooling
and Servicing Agreement"), among Universal Card Services Corp. ("UCS"), as
Servicer, Universal Bank (the "Bank"), as Transferor, and Bankers Trust Company,
as trustee (the "Trustee"), as supplemented by the Series [199_-_] Supplement
dated as of [ ], [199_] (the "Supplement") among UCS, the Bank and the Trustee,
UCS, as Servicer, is required to prepare certain information each month
regarding current distributions to the Series [199_-_] Certificateholders and
the performance of the Universal Card Master Trust (the "Trust") during the
previous month. 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 month of __________ is set forth below. Certain of the
information is presented on the basis of an original principal amount of $1,000
per Series [199_-_] Certificate (a "Certificate"). Certain other information is
presented based on the aggregate amounts for the Trust as a whole. Capitalized
terms used in this Monthly Statement have their respective meanings set forth in
the Pooling and Servicing Agreement and the Supplement.
A) Information regarding distributions in respect of the Class A
Certificates per $1,000 original certificate principal amount.......
$--------
(1) The total amount of the distribution in respect of Class A
Certificates, per $1,000 original certificate principal
amount...............................................$_______
(2) The amount of the distribution set forth in paragraph 1
above in respect of interest on the Class A Certificates, per
$1,000 original certificate principal
amount..............................................$________
(3) The amount of the distribution set forth in paragraph 1
above in respect of principal of the Class A Certificates, per
$1,000 original certificate principal
amount..............................................$________
B) Class A Investor Charge Offs and Reimbursement of Charge
Offs.............................................................$________
(1) The amount of Class A Investor Charge
Offs................................................$________
(2) The amount of Class A Investor Charge Offs set forth in
paragraph 1 above, per $1,000 original certificate principal
amount..............................................$________
(3) The total amount reimbursed in respect of Class A Investor
Charge Offs.........................................$________
C-2
(4) The amount set forth in paragraph 3 above, per $1,000
original certificate principal amount...............$________
(5) The amount, if any, by which the outstanding principal
balance of the Class A Certificates exceeds the Class A
Invested Amount after giving effect to all transactions on
such Distribution Date..............................$________
C) Information regarding distributions in respect of the Class B
Certificates, per $1,000 original certificate principal amount...$________
(1) The total amount of the distribution in respect of Class B
Certificates, per $1,000 original certificate principal
amount..............................................$________
(2) The amount of the distribution set forth in paragraph 1
above in respect of interest on the Class B Certificates, per
$1,000 original certificate principal
amount..............................................$________
(3) The amount of the distribution set forth in paragraph 1
above in respect of principal of the Class B Certificates, per
$1,000 original certificate principal
amount..............................................$________
D) Amount of reductions in Class B Invested Amount pursuant to clauses (c),
(d), and (e) of the definition of Class B Invested Amount........$________
(1) The amount of reductions in Class B Invested Amount
pursuant to clauses (c), (d) and (e) of the definition of
Class B Invested
Amount..............................................$________
(2) The amount of the reductions in the Class B Invested
Amount set forth in paragraph 1 above, per $1,000 original
certificate principal
amount..............................................$________
(3) The total amount reimbursed in respect of such reductions
in the Class B Invested
Amount..............................................$________
(4) The amount set forth in paragraph 3 above, per $1,000
original certificate principal
amount..............................................$________
(5) The amount, if any, by which the outstanding principal
balance of the Class B Certificates exceeds the Class B
Invested Amount after giving effect to all transactions on
such Distribution Date..............................$________
E) Information regarding certain distributions to the Collateral Interest
Holder...........................................................$________
C-3
(1) The amount distributed to the Collateral Interest Holder
in respect of interest on the Collateral Invested
Amount..............................................$________
(2) The amount distributed to the Collateral Interest Holder
in respect of principal on the Collateral Invested
Amount..............................................$________
F) Amount of reductions in Collateral Invested Amount pursuant to clauses
(c), (d), and (e) of the definition of Collateral Invested
Amount...........................................................$________
(1) The amount of reductions in the Collateral Invested Amount
pursuant to clauses (c), (d) and (e) of the definition of
Collateral Invested
Amount..............................................$________
(2) The total amount reimbursed in respect of such reductions
in the Collateral Invested
Amount..............................................$________
UNIVERSAL CARD SERVICES CORP.,
Servicer
By:_____________________________
Name:
Title:
C-4
RECEIVABLES --
Beginning of the Month Principal Receivables: $_________
Beginning of the Month Finance Charge Receivables: $_________
Beginning of the Month Discounted Receivables: $_________
Beginning of the Month Premium Receivables: $_________
Beginning of the Month Total Receivables: $_________
Removed Principal Receivables: $_________
Removed Finance Charge Receivables: $_________
Removed Total Receivables: $_________
Additional Principal Receivables: $_________
Additional Finance Charge Receivables: $_________
Additional Total Receivables: $_________
Discounted Receivables Generated this Period: $_________
Premium Receivables Generated this Period $_________
End of the Month Principal Receivables: $_________
End of the Month Finance Charge Receivables: $_________
End of the Month Discounted Receivables: $_________
End of the Month Premium Receivables: $_________
End of the Month Total Receivables: $_________
$---------
SPECIAL FUNDING ACCOUNT Balance
Aggregate Invested Amount (all Master Trust Series) $_________
End of the Month Transferor Amount $_________
X-0
XXXXXXXXXXXXX XXX XXXXXX --
Xxx of the Month Delinquencies: RECEIVABLES
31-60 Days Delinquent $_________
61-90 Days Delinquent $_________
91+ Days Delinquent $_________
Total 31+ Days Delinquent $_________
Defaulted Accounts During the Month $_________
C-6
INVESTED AMOUNTS --
Class A Initial Invested Amount $_________
Class B Initial Invested Amount $_________
Collateral Initial Invested Amount $_________
INITIAL INVESTED AMOUNT $_________
Class A Invested Amount $_________
Class B Invested Amount $_________
Collateral Invested Amount $_________
INVESTED AMOUNT $_________
Class A Adjusted Invested Amount $_________
Class B Adjusted Invested Amount $_________
ADJUSTED INVESTED AMOUNT $_________
MONTHLY SERVICING FEE $_________
INVESTOR DEFAULT AMOUNT $_________
GROUP [I] INFORMATION --
WEIGHTED AVERAGE CERTIFICATE RATE FOR ALL SERIES IN $_________
GROUP [I]
GROUP [I] INVESTOR FINANCE CHARGE COLLECTIONS
$_________
GROUP [I] INVESTOR ADDITIONAL AMOUNTS
$_________
GROUP [I] INVESTOR DEFAULT AMOUNT $_________
GROUP [I] INVESTOR MONTHLY FEES $_________
GROUP [I] INVESTOR MONTHLY INTEREST
C-7
$________]SERIES [199_-_] INFORMATION --
SERIES [199_-_] ALLOCATION PERCENTAGE ________%
SERIES [199_-_] ALLOCABLE FINANCE CHARGE COLLECTIONS
$_________
SERIES [199_-_] ADDITIONAL AMOUNTS $_________
SERIES [199_-_] ALLOCABLE DEFAULTED AMOUNT
$_________
SERIES [199_-_] MONTHLY FEES $_________
SERIES [199_-_] ALLOCABLE PRINCIPAL COLLECTIONS
$_________
SERIES [199_-_] REQUIRED TRANSFEROR AMOUNT
$_________
FLOATING ALLOCATION PERCENTAGE ________%
INVESTOR FINANCE CHARGE COLLECTIONS ________%
INVESTOR DEFAULT AMOUNT $_________
REALLOCATED INVESTOR FINANCE CHARGE COLLECTIONS $_________
PRINCIPAL ALLOCATION PERCENTAGE ________%
AVAILABLE PRINCIPAL COLLECTIONS $_________
CLASS A AVAILABLE FUNDS --
CLASS A FLOATING PERCENTAGE
________%
Class A Floating Percentage of Reallocated
Investor Finance Charge Collections $_________
Other Amounts $_________
TOTAL CLASS A AVAILABLE FUNDS $_________
Class A Monthly Interest $_________
Class A Investor Default Amount $_________
C-8
Class A Servicing Fee $_________
TOTAL CLASS A EXCESS SPREAD $_________
CLASS A REQUIRED AMOUNT $_________
CLASS B AVAILABLE FUNDS -- $_________
CLASS B FLOATING PERCENTAGE ________%
CLASS B AVAILABLE FUNDS $_________
Class B Monthly Interest $_________
Class B Servicing Fee $_________
COLLATERAL AVAILABLE FUNDS COLLATERAL FLOATING PERCENTAGE ________%
COLLATERAL AVAILABLE FUNDS $_________
Collateral Interest Servicing Fee $_________
TOTAL COLLATERAL EXCESS SPREAD $_________
TOTAL CLASS B EXCESS SPREAD $_________
C-9
EXCESS SPREAD --
TOTAL EXCESS SPREAD $_________
Excess Spread Applied to Class A Required Amount $_________
Excess Spread Applied to Class A Investor Charge Offs $_________
Excess Spread Applied to Class B Required Amount $_________
Excess Spread Applied to Reductions of Class B Invested Amount
pursuant to clauses (c), (d) and (e) $_________
Excess Spread Applied to Collateral Monthly Interest $_________
Excess Spread Applied to Unpaid Monthly Servicing Fee $_________
Excess Spread Applied to Collateral Default Amount $_________
Excess Spread Applied to Reductions of Collateral Invested Amount
Pursuant to Clauses (c), (d) and (e) $_________
Excess Spread Applied to Reserve Account $_________
Excess Spread Applied to Other Amounts Owed to Collateral Interest
Holder $_________
TOTAL EXCESS FINANCE CHARGE COLLECTIONS ELIGIBLE FOR OTHER EXCESS
ALLOCATION SERIES $_________
EXCESS FINANCE CHARGES COLLECTIONS
TOTAL EXCESS FINANCE CHARGE COLLECTIONS FOR ALL ALLOCATION SERIES $_________
SERIES [199_-_] EXCESS FINANCE CHARGE COLLECTIONS --
EXCESS FINANCE CHARGE COLLECTIONS ALLOCATED TO SERIES [199_-_] $_________
Excess Finance Charge Collections Applied to Class A
Required Amount $_________
Excess Finance Charge Collections Applied to Class A Investor
Charge Offs $_________
Excess Finance Charge Collections Applied to Class B Required
Amount $_________
Excess Finance Charge Collections Applied to Reductions of Class B
Invested Amount Pursuant to Clauses (c), (d) and (e) $_________
Excess Finance Charge Collections Applied to Collateral Monthly
Interest $_________
Excess Finance Charge Collections Applied to Unpaid Monthly
Servicing Fee $_________
C-10
Excess Finance Charge Collections Applied to Collateral Default
Amount $_________
Excess Finance Charge Collections Applied to Reductions of
Collateral Invested Amount Pursuant to Clauses (c), (d) and (e) $_________
Excess Finance Charge Collections Applied to Reserve Account $_________
Excess Finance Charge Collections Applied to Other Amounts Owed to
Collateral Interest Holder $_________
YIELD AND BASE RATE --
Base Rate (Current Month) _________%
Base Rate (Prior Month) _________%
Base Rate (Two Months Ago) _________%
THREE MONTH AVERAGE BASE RATE _________%
Series Adjusted Portfolio Yield (Current Month) _________%
Series Adjusted Portfolio Yield (Prior Month) _________%
Series Adjusted Portfolio Yield (Two Months Ago) _________%
THREE MONTH AVERAGE SERIES ADJUSTED PORTFOLIO YIELD _________%
PRINCIPAL COLLECTIONS --
CLASS A PRINCIPAL PERCENTAGE _________%
Class A Principal Collections $_________
CLASS B PRINCIPAL PERCENTAGE _________%
Class B Principal Collections $_________
COLLATERAL PRINCIPAL PERCENTAGE ________%
Collateral Principal Collections $_________
AVAILABLE PRINCIPAL COLLECTIONS $_________
REALLOCATED PRINCIPAL COLLECTIONS $_________
C-11
SERIES [199_-_] PRINCIPAL SHORTFALL $_________
SHARED PRINCIPAL COLLECTIONS ALLOCABLE FROM OTHER PRINCIPAL SHARING
SERIES $_________
ACCUMULATION -- -
Controlled Accumulation Amount $_________
Deficit Controlled Accumulation Amount $_________
CONTROLLED DEPOSIT AMOUNT $_________
PRINCIPAL FUNDING ACCOUNT BALANCE $_________
SHARED PRINCIPAL COLLECTIONS ELIGIBLE FOR OTHER PRINCIPAL SHARING
SERIES $_________
INVESTOR CHARGE OFFS AND REDUCTIONS
CLASS A INVESTOR CHARGE OFFS $_________
REDUCTIONS IN CLASS B INVESTED AMOUNT (OTHER THAN BY PRINCIPAL
PAYMENTS) $_________
REDUCTIONS IN COLLATERAL INVESTED AMOUNT (OTHER THAN BY PRINCIPAL
PAYMENTS) $_________
PREVIOUS CLASS A CHARGE OFFS REIMBURSED $_________
PREVIOUS CLASS B INVESTED AMOUNT REDUCTIONS REIMBURSED $_________
PREVIOUS COLLATERAL INVESTED AMOUNT REDUCTIONS REIMBURSED $_________
UNIVERSAL CARD SERVICES CORP.,
Servicer
By:_____________________________
Name:
Title:
C-12
EXHIBIT D
FORM OF MONTHLY SERVICER'S CERTIFICATE
UNIVERSAL CARD SERVICES CORP.
UNIVERSAL CARD MASTER TRUST
SERIES [199_-_]
The undersigned, a duly authorized representative of Universal
Card Services Corp., as Servicer ("UCS"), pursuant to the Pooling and Servicing
Agreement dated as of April 24, 1998 (as amended and supplemented, the
"Agreement"), as supplemented by the Series [199_-_] Supplement (as amended and
supplemented, the "Series Supplement"), among UCS, as Servicer, Universal Bank,
as Transferor, and Bankers Trust Company, as Trustee, does hereby certify as
follows:
A) Capitalized terms used in this Certificate have their
respective meanings as set forth in the Agreement or the Series Supplement, as
applicable.
2. UCS is, as of the date hereof, the Servicer under the
Agreement.
3. The undersigned is a Servicing Officer.
4. This Certificate relates to the Distribution Date occurring
on __________ ____, 199__.
5. As of the date hereof, to the best knowledge of the
undersigned, the Servicer has performed in all material respects all
its obligations under the Agreement through the Monthly Period
preceding such Distribution Date [or, if there has been a default in
the performance of any such obligation, set forth in detail the (i)
nature of such default, (ii) the action taken by the Servicer, if any,
to remedy such default and (iii) the current status of each such
default; if applicable, insert "None"].
D-1
6. As of the date hereof, to the best knowledge of the
undersigned, no Pay Out Event occurred on or prior to such Distribution
Date.
IN WITNESS WHEREOF, the undersigned has duly executed and
delivered this Certificate this ____ day of ____ __, ____.
UNIVERSAL CARD SERVICES CORP.,
Servicer
By:_____________________________
Name:
Title:
D-2
