Exhibit 4.2
OH&S DRAFT
1/8/97
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BOMBARDIER CREDIT RECEIVABLES CORPORATION,
Depositor,
BOMBARDIER CAPITAL INC.,
Servicer,
and
BANKERS TRUST COMPANY,
Trustee
________________________________________
SERIES 1997-1 SUPPLEMENT
Dated as of January 1, 1997
to
POOLING AND SERVICING AGREEMENT
Dated as of January 1, 1994
________________________________________
BOMBARDIER RECEIVABLES MASTER TRUST I
SERIES 1997-1
$400,000,000 Class A Certificates
$27,125,000 Class B Certificates
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TABLE OF CONTENTS
Page
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ARTICLE I
Creation of the Series 1997-1 Certificates
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SECTION 1.01. Designation.................................................. 1
ARTICLE II
Definitions and Interpretive Provisions
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SECTION 2.01. Definitions.................................................. 1
SECTION 2.02. Interpretive Provisions...................................... 16
SECTION 2.03. Transitional Provisions Relating to Series 1994-1
Final Payment Date........................................... 16
ARTICLE III
Servicing Fee
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SECTION 3.01. Servicing Compensation....................................... 16
ARTICLE IV
Rights of Certificateholders and
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Allocation and Application of Collections
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SECTION 4.01A. Allocations; Payments to Holder(s) of the BCRC
Certificate and any Supplemental Certificate(s).............. 17
SECTION 4.01B. Collections and Allocations for Series 1997-1................ 19
SECTION 4.02. Monthly Interest............................................. 21
SECTION 4.03. Determination of Monthly Principal........................... 22
SECTION 4.04. Establishment of Reserve Fund and Excess Funding
Account...................................................... 23
SECTION 4.05. Deficiency Amount............................................ 24
SECTION 4.06. Application of Investor Non-Principal Collections,
Investment Proceeds and Available Investor
Principal Collections........................................ 25
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SECTION 4.07. Application of Reserve Fund and Available
Subordinated Amount.......................................... 28
SECTION 4.08. Investor Charge-Offs......................................... 29
SECTION 4.09. Excess Servicing............................................. 30
SECTION 4.10. Principal Collections........................................ 30
SECTION 4.11. Excess Funding Account....................................... 31
SECTION 4.12. Initial Principal Payment Date............................... 33
ARTICLE V
Distributions and Reports to
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Series 1997-1 Certificateholders
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SECTION 5.01. Distributions................................................ 33
SECTION 5.02. Reports and Statements to Certificateholders................. 34
ARTICLE VI
Early Amortization Events
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SECTION 6.01. Additional Early Amortization Events......................... 34
ARTICLE VII
Optional Repurchase
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SECTION 7.01. Optional Repurchase.......................................... 36
ARTICLE VIII
Final Distributions
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SECTION 8.01. Sale of Certificates Pursuant to Section 2.03 of the
Agreement; Distributions Pursuant to Section 7.01 of
this Series Supplement or Section 2.03 or 12.02(c)
of the Agreement............................................. 36
SECTION 8.02. Distribution of Proceeds of Sale, Disposition or
Liquidation of the Receivables Pursuant to
Section 9.02 of the Agreement................................ 37
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ARTICLE IX
Miscellaneous Provisions
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SECTION 9.01. Ratification of Agreement.....................................38
SECTION 9.02. Counterparts..................................................38
SECTION 9.03. GOVERNING LAW.................................................38
EXHIBITS AND SCHEDULES
Exhibit A Form of Class A Certificates
Exhibit B Form of Class B Certificates
Exhibit C Form of Distribution Date Statement
Schedule 1 List of Series 1997-1 Accounts
iii
SERIES 1997-1 SUPPLEMENT dated as of January 1, 1997 (the "Series
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Supplement"), among BOMBARDIER CREDIT RECEIVABLES CORPORATION, a Delaware
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corporation, as Depositor, BOMBARDIER CAPITAL INC., a Massachusetts corporation,
as Servicer, and BANKERS TRUST COMPANY, a New York banking corporation, as
Trustee.
Pursuant to Section 6.03 of the Pooling and Servicing Agreement dated
as of January 1, 1994 (as amended and supplemented, the "Agreement"), among the
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Depositor, the Servicer and the Trustee, the Depositor may from time to time
direct the Trustee to issue, on behalf of the Trust, 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 Series Supplement, the Depositor and the Trustee
shall create a new Series of Investor Certificates and specify the Principal
Terms thereof.
ARTICLE I
Creation of the Series 1997-1 Certificates
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SECTION 1.01. Designation. (a) There is hereby created a Series of
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Investor Certificates to be issued pursuant to the Agreement and this Series
Supplement to be known as the "Series 1997-1 Certificates." The Series 1997-1
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Certificates will consist of two classes of beneficial ownership interests
entitled "Class A Certificates" and "Class B Certificates." The Class A
-------------------- --------------------
Certificates shall be substantially in the form of Exhibit A and the Class B
Certificates shall be substantially in the form of Exhibit B.
(b) 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 Series Supplement shall govern.
ARTICLE II
Definitions and Interpretive Provisions
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SECTION 2.01. Definitions. Whenever used in this Series Supplement,
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the following words and phrases shall have the following meanings.
"Additional Interest" shall mean with respect to any Distribution
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Date, the sum of Class A Additional Interest, if any, or Class B Additional
Interest, if any.
"Adjusted Invested Amount" shall mean on any date of determination an
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amount equal to (a) the Initial Principal Amount plus (b) the amount of any
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withdrawals from the Excess Funding Account pursuant to Section 4.11(b) or (c)
hereof in connection with an
increase in the Pool Balance, and less (c) the amount of any additions to the
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Excess Funding Account pursuant to Section 4.01(B)(b)(i), 4.01(B)(b)(ii),
4.06(b)(i), 4.06(b)(ii) or 4.06(d)(iii) hereof in connection with a reduction in
the Pool Balance.
"Adjustment Date" shall mean the second London Business Day preceding
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the first day of the related Interest Period.
"Allocable Miscellaneous Payments" shall mean, with respect to any
--------------------------------
Distribution Date, the product of (a) the Series 1997-1 Investor Allocation
Percentage for the related Collection Period and (b) Miscellaneous Payments with
respect to the related Collection Period.
"Amortization Period" shall mean, unless an Early Amortization Period
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or an Initial Amortization Period shall have commenced prior thereto (other than
an Early Amortization Period which has ended as described in clause (c) of the
definition thereof), the period commencing on October 1, 2001, and ending upon
the first to occur of (a) the commencement of an Early Amortization Period or an
Initial Amortization Period, (b) the payment in full to Series 1997-1
Certificateholders of the principal balance of the Series 1997-1 Certificates
and (c) the Series 1997-1 Termination Date.
"Available Investor Principal Collections" shall mean, with respect to
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any Distribution Date, the sum of:
(a) the product of (i) the Floating Allocation Percentage, with
respect to the Revolving Period, or the Principal Allocation Percentage,
with respect to the Amortization Period, any Early Amortization Period or
any Initial Amortization Period, for the related Collection Period and (ii)
Principal Collections received by the Servicer during the related
Collection Period; plus
----
(b) the amount, if any, of Investor Non-Principal Collections, funds
in the Reserve Fund and Series 1997-1 Available Retained Collections
applied in respect of the Investor Default Amount, any unpaid Adjustment
Payments allocated to the Certificates or previously unreimbursed Investor
Charge-Offs; plus
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(c) Allocable Miscellaneous Payments with respect to such
Distribution Date; plus
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(d) Series 1997-1 Excess Principal Collections on deposit in the
Collection Account for such Distribution Date; plus
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(e) if an Early Amortization Period or an Initial Amortization Period
began during the related Collection Period, all funds on deposit in the
Excess Funding Account; plus
----
(f) on the Series 1997-1 Termination Date, any funds in the Reserve
Fund after giving effect to Section 4.07 hereof.
2
provided, however, that in the case of clause (a), if for any date the sum
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of the Floating Allocation Percentage (if the Revolving Period is in
effect), the Principal Allocation Percentage (if the Early Amortization
Period, Initial Amortization Period or the Amortization Period is in
effect), the floating allocation percentages for all other outstanding
Series of Investor Certificates in their revolving periods and the
principal allocation percentages for all other outstanding Series of
Certificates in their early amortization or amortization periods exceeds
100%, then Principal Collections shall be allocated among such Series
(including the Certificates) pro rata on the basis of such floating
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allocation percentagesand principal allocation percentages.
"Available Retained Collections" shall mean, with respect to any
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Deposit Date, the sum of (a) the Available Retained Non-Principal Collections
for such Deposit Date and (b) the Available Retained Principal Collections for
such Deposit Date; provided, however, that the Available Retained Collections
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shall be zero for any Collection Period with respect to which the Available
Subordinated Amount is zero for the Distribution Date occurring in such
Collection Period.
"Available Retained Non-Principal Collections" shall mean, with
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respect to any Deposit Date, an amount equal to the product of (a) the excess of
(i) the Retained Percentage for the related Collection Period (or, after the
Series 1994-1 Final Payment Date, for such Deposit Date) over (ii) the Excess
Retained Percentage for such Collection Period (or, after the Series 1994-1
Final Payment Date, for such Deposit Date) multiplied by (b) Non-Principal
Collections for such Deposit Date.
"Available Retained Principal Collections" shall mean, with respect to
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any Deposit Date, an amount equal to the result obtained by multiplying (a) the
excess of (i) the Retained Percentage for the related Collection Period (or,
after the Series 1994-1 Final Payment Date, for such Deposit Date) over (ii) the
Excess Retained Percentage for such Collection Period (or, after the Series
1994-1 Final Payment Date, for such Deposit Date) by (b) Principal Collections
for such Deposit Date.
"Available Subordinated Amount" for any date of determination during
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the period from the Closing Date through the first Distribution Date shall mean
an amount equal to the Required Subordinated Amount on such date of
determination. The Available Subordinated Amount for any subsequent date of
determination shall mean an amount equal to the sum of:
(i) the lesser of:
(x) the Available Subordinated Amount for the preceding
Distribution Date, minus
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(A) the Required Subordination Draw Amount with respect
to such preceding Distribution Date to the extent
provided in Section 4.07(b) hereof, minus
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3
(B) the amount of any deposits in the Reserve Fund, from
Series 1997-1 Available Retained Collections pursuant
to Section 4.07 hereof for the purpose of reimbursing
any withdrawals from the Reserve Fund applied to
cover any portion of the Investor Default Amount on
such preceding Distribution Date (but excluding any
other withdrawals from the Reserve Fund), minus
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(C) an amount equal to the Defaulted Amount for the
immediately preceding Collection Period multiplied by
a fraction, the numerator of which is the Available
Subordinated Amount as of the close of business on
the last day of the preceding Collection Period (or
in the case of the first Distribution Date, the
Required Subordinated Amount as of the Closing Date)
and the denominator of which is the Pool Balance as
of the close of business on the last day of the
preceding Collection Period (or in the period from
the Closing Date through the first Distribution Date,
the Pool Balance as of the Closing Date), plus
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(D) the aggregate amount of Excess Servicing paid to the
Holder of the BCRC Certificate or to the Holder of
any Supplemental Certificate(s) pursuant to Section
4.09(c) hereof on the preceding Distribution Date,
minus
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(E) the Incremental Subordinated Amount for the second
preceding Distribution Date, or if such date of
determination is a Distribution Date, the preceding
Distribution Date, plus
----
(F) the Incremental Subordinated Amount for the
immediately preceding Distribution Date, or if such
date of determination is a Distribution Date, such
Distribution Date, plus
----
(G) the Subordinated Percentage multiplied by the
aggregate amount of any increases in the Invested
Amount resulting from any withdrawals from the Excess
Funding Account since the preceding Distribution
Date; and
(y) the Required Subordinated Amount for such date of
determination; plus
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(ii) the amount of any optional increase in the Available Subordinated
Amount exercised by the Holder of the BCRC Certificate pursuant
to Section 4.07(b) hereof;
provided, however, that if the Required Subordination Draw Amount exceeds
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Available Retained Collections for any Distribution Date, the Available
Subordinated Amount shall be further reduced by an amount equal to the sum
of (A) the amount of such excess (but not by more than the Investor Default
Amount for such Distribution Date) and (B) the amount of unpaid Adjustment
Payments allocated to the Certificates as described in Section 4.05(a)(vi)
hereof.
"Calculation Agent" shall mean the Trustee or any other Calculation
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Agent selected by the Depositor which is reasonably acceptable to the Trustee.
"Certificateholders" shall mean the Holders of the Certificates.
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"Certificates" shall mean, collectively, Class A Certificates and
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Class B Certificates.
"Class A Additional Interest" shall have the meaning specified in
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Section 4.02(a) hereof.
"Class A Amortization Date" shall mean each Distribution Date with
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respect to the Amortization Period.
"Class A Amortization Period Length" means six months.
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"Class A Carry-Over Amount" shall mean, with respect to Class A
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Certificates and for any Distribution Date with respect to which the Class A
Certificate Rate is calculated on the basis of the Net Receivables Rate, the
excess of (a) the Class A Monthly Interest for such Distribution Date determined
as if such Class A Certificate Rate were calculated on the basis of the LIBOR
formula set forth in clause (a) of the definition of Class A Certificate Rate
over (b) the actual Class A Monthly Interest for such Distribution Date.
"Class A Certificate" shall mean any one of the certificates executed
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and authenticated by the Trustee, substantially in the form of Exhibit A hereto.
"Class A Certificate Rate" shall mean, with respect to any Interest
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Period, the lesser of (a) the sum of (i) LIBOR and (ii) ___% per annum and (b)
the Net Receivables Rate for the Adjustment Date immediately preceding such
Interest Period.
"Class A Controlled Amortization Amount" shall mean, with respect to
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any Class A Amortization Date, an amount equal to the principal balance of the
Class A Certificates as of the October 2001 Distribution Date divided by the
number of months comprising the Class A Amortization Period Length.
5
"Class A Controlled Distribution Amount" shall mean, with respect to
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any Class A Amortization Date, the Class A Controlled Amortization Amount plus
any Class A Controlled Amortization Amounts that were not paid on any previous
Class A Amortization Date.
"Class A Expected Final Payment Date" shall mean the April 2002
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Distribution Date.
"Class A Interest Shortfall" shall have the meaning specified in
--------------------------
Section 4.02(a) hereof.
"Class A Monthly Interest" shall have the meaning specified in Section
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4.02(a) hereof.
"Class B Additional Interest" shall have the meaning specified in
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Section 4.02(b) hereof.
"Class B Carry-Over Amount" shall mean, with respect to Class B
-------------------------
Certificates and for any Distribution Date with respect to which Class B
Certificate Rate is calculated on the basis of the Net Receivables Rate, the
excess of (a) the Class B Monthly Interest for such Distribution Date determined
as if such Class B Certificate Rate were calculated on the basis of the LIBOR
formula set forth in clause (a) of the definition of Class B Certificate Rate
over (b) the actual Class B Monthly Interest for such Distribution Date.
"Class B Certificate" shall mean any one of the certificates executed
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and authenticated by the Trustee, substantially in the form of Exhibit B hereto.
"Class B Certificate Rate" shall mean, with respect to any Interest
------------------------
Period, the lesser of (a) the sum of (i) LIBOR and (ii) ___% per annum and (b)
the Net Receivables Rate for the Adjustment Date immediately preceding such
Interest Period.
"Class B Expected Payment Date" shall mean the April 2002 Distribution
-----------------------------
Date.
"Class B Interest Shortfall" shall have the meaning specified in
--------------------------
Section 4.02(b) hereof.
"Class B Monthly Interest" shall have the meaning specified in Section
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4.02(b) hereof.
"Closing Date" shall mean January __, 1997.
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"Daily Allocation" shall have the meaning specified in Section
----------------
4.01B(a)(i).
"Daily Principal Allocation" shall have the meaning specified in
--------------------------
Section 4.01B(b)(i), (ii) and (iii).
6
"Deficiency Amount" shall have the meaning specified in Section 4.05
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hereof.
"Designated Manufacturer Overconcentrations," on any Distribution Date
------------------------------------------
means the excess of (x) the aggregate amount of Eligible Receivables created in
connection with the financing of products manufactured by the Designated
Manufacturer which Eligible Receivables are included in the Pool on the last day
of the Collection Period immediately preceding such Distribution Date over (y)
50% of the Pool Balance on the last day of such immediately preceding Collection
Period, where the "Designated Manufacturer" is, collectively, Bombardier Inc.
-----------------------
and its subsidiaries; provided, however, that the percentage specified in clause
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(y) of this definition and the entities included as Designated Manufacturer may
be adjusted from time to time and no such adjustment shall be deemed an
amendment of the terms hereof, but shall be an adjustment made in accordance
with the terms hereof if, prior to each adjustment, the Rating Agency Condition
is satisfied for such adjustment.
"Distribution Date Statement" shall have the meaning specified in
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Section 5.02(a) hereof.
"Early Amortization Event" shall mean any Early Amortization Event
------------------------
specified in Section 9.01 of the Agreement, together with any additional Early
Amortization Event specified in Section 6.01 hereof.
"Effective Distribution Date" shall have the meaning specified in
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Section 4.12 hereof.
"Excess Funded Amount," for any Distribution Date prior to and
--------------------
including the Series 1994-1 Final Payment Date, shall mean an amount equal to
the product of (a) the excess, if any, of (i) the Required Pool Balance on the
day immediately prior to such Distribution Date over (ii) the Pool Balance at
the end of the preceding Collection Period and (b) a fraction the numerator of
which is the Series 1997-1 Required Balance and the denominator of which is the
aggregate of the required balances (including the Series 1997-1 Required
Balance) for all Series providing for excess funding accounts or similar
arrangements that are in their revolving periods.
"Excess Funded Amount," for any date after the Series 1994-1 Final
--------------------
Payment Date, shall mean an amount equal to the product of (a) the excess, if
any, of (i) the Required Pool Balance as of the end of the immediately preceding
day over (ii) the Pool Balance as of the end of such immediately preceding day
and (b) a fraction the numerator of which is the Series 1997-1 Required Balance
and the denominator of which is the aggregate of the required balances
(including the Series 1997-1 Required Balance) for all Series providing for
excess funding amounts or similar arrangements that are in their revolving
periods or, if applicable their amortization periods, all calculated as of the
end of the immediately preceding day.
"Excess Funding Account" shall have the meaning specified in Section
----------------------
4.04(b)(i) hereof.
7
"Excess Principal Collections" shall have the meaning specified in
----------------------------
Section 4.06(b)(i) or (ii) hereof.
"Excess Reserve Fund Required Amount" shall mean, for any Distribution
-----------------------------------
Date with respect to an Early Amortization Period, an amount equal to the
greater of (a) 5% of the Initial Principal Amount of the Certificates and (b)
the excess of (i) the Required Pool Balance (after giving effect to any changes
thereto on such Distribution Date) over (ii) the Pool Balance (after giving
effect to changes thereto on such Distribution Date); provided, however, that
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the Excess Reserve Fund Required Amount shall in no event exceed the Available
Subordinated Amount for such Distribution Date.
"Excess Retained Percentage" prior to and including the Series 1994-1
--------------------------
Final Payment Date shall mean for any Collection Period, (x) the Retained
Percentage for such Collection Period minus (y) the percentage equivalent of a
fraction the numerator of which is equal to the Pool Available Subordinated
Amount for the Distribution Date preceding such Collection Period (or the Pool
Available Subordinated Amount as of the Closing Date with respect to the first
two Collection Periods) and the denominator of which is the Pool Balance at the
end of the preceding Collection Period (or as of the Series Cut-Off Date with
respect to the first Collection Period) and, after the Series 1994-1 Final
Payment Date, Excess Retained Percentage shall have the meaning assigned in the
Agreement.
"Excess Servicing" for any Distribution Date shall mean the amount, if
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any, specified pursuant to Section 4.06(a)(ix) hereof.
"Floating Allocation Percentage," prior to and including the Series
------------------------------
1994-1 Final Payment Date, shall mean, with respect to any Collection Period,
the percentage equivalent (which percentage shall never exceed 100%) of a
fraction, the numerator of which is the Invested Amount as of the last day of
the immediately preceding Collection Period and the denominator of which is the
Pool Balance as of such last day; provided, however, that, with respect to the
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first Collection Period, the Floating Allocation Percentage shall mean the
percentage equivalent of a fraction, the numerator of which is the Invested
Amount and the denominator of which is the Pool Balance on the Series Cut-Off
Date giving pro forma effect as of the Series Cut-Off Date to the issuance of
the Certificates; provided further, that for purposes of allocating Principal
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Collections, when calculating the Floating Allocation Percentage, the Invested
Amount shall be reduced by the Pre-Allocated Investment Amount.
"Floating Allocation Percentage," after the Series 1994-1 Final
------------------------------
Payment Date, shall mean, as of any day, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is the
Invested Amount as of the close of business on the immediately preceding day and
the denominator of which is the Pool Balance as of the close of business on such
immediately preceding day.
"Incremental Subordinated Amount" shall mean, with respect to any
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Distribution Date, the result obtained by multiplying (a) a fraction, the
numerator of which is the sum of the Invested Amount on the last day of the
immediately preceding Collection Period (or with respect to the first
Distribution Date, the Invested Amount on the Closing
8
Date) and the Available Subordinated Amount for such Distribution Date
(calculated without subtracting or adding the Incremental Subordinated Amount
for such Distribution Date as described in clause (x) of the definition of
Available Subordinated Amount or clause (b) of the definition of Required
Subordinated Amount), and the denominator of which is the Pool Balance on such
last day by (b) the Overconcentration Amount on such Distribution Date.
"Industry Overconcentrations" shall mean on any Distribution Date the
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excess of (x) the aggregate amount of Eligible Receivables created in connection
with the financing of products manufactured by manufacturing entities that are
part of the same industry (i.e., producing the same principal product, provided
--------
that products manufactured by Bombardier Inc. and its Affiliates shall not be
included in the calculation of Industry Overconcentration), which Eligible
Receivables are in the Pool on the last day of the Collection Period immediately
preceding such Distribution Date over (y) an amount equal to 35% of the Pool
Balance on the last day of such immediately preceding Collection Period;
provided, however, that with respect to each industry specified below, the
- -------- -------
percentage in clause (y) of this definition shall be deemed to equal the
percentage set forth opposite such industry:
Industry Percentage
------------ ------------
Marine Products 45%
Recreational Vehicles 15%
Lawn and Garden 10%
Consumer Electronics and Appliances 10%
provided further, that some or all of the percentages specified in this
- -------- -------
definition of Industry Overconcentrations may be adjusted from time to time
without the consent of the Certificateholders and no such adjustment shall be
deemed an amendment of the terms hereof, but shall be an adjustment in
accordance with the terms hereof if prior to each adjustment the Rating Agency
Condition has been satisfied.
"Initial Amortization Period" shall mean, if BCI elects not to extend
---------------------------
the Initial Principal Payment Date, the period from the date the notice that the
Initial Principal Payment Date will not be extended is mailed by the Trustee to
the holders of the Certificates (which date shall also be the end of the
Revolving Period or, if the Amortization Period is then in effect, the end of
the Amortization Period) until the Certificates have been paid in full.
"Initial Principal Amount" shall mean $427,125,000.
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"Initial Principal Payment Date" shall mean the February 2000
------------------------------
Distribution Date; provided, that unless BCI elects not to extend the Initial
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Principal Payment Date in accordance with the terms of Section 4.12, the Initial
Principal Payment Date shall be extended successively and automatically from one
Distribution Date to the next to, but not later than, the Class A Expected Final
Payment Date.
"Interest Period" shall mean, with respect to any Distribution Date,
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the period from and including the Distribution Date immediately preceding such
Distribution Date (or,
9
in the case of the first Distribution Date, from and including the Closing Date)
to but excluding such Distribution Date.
"Invested Amount" shall mean, on any date of determination, an amount
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equal to (a) the Adjusted Invested Amount, minus (b) the amount, without
duplication, of principal payments (except (i) principal payments made from the
Excess Funding Account and (ii) any transfers from the Excess Funding Account to
the Collection Account) made on the Certificates prior to such date, minus (c)
the excess, if any, of the aggregate amount of Investor Charge-Offs over
Investor Charge-Offs reimbursed pursuant to Section 4.08 hereof prior to such
date.
"Investment Proceeds" shall mean, with respect to any Distribution
-------------------
Date, all interest and other investment earnings (net of losses and investment
expenses) on funds on deposit in the Series 1997-1 Accounts, together with an
amount equal to the Series 1997-1 Investor Allocation Percentage of the interest
and other investment earnings on funds held in the Collection Account credited
as of such date to the Collection Account pursuant to Section 4.02 of the
Agreement.
"Investor Charge-Offs" shall have the meaning specified in Section
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4.08 hereof.
"Investor Default Amount" shall mean, with respect to any Distribution
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Date, an amount equal to the sum of the product of (a) the Defaulted Amount for
each day of the related Collection Period and (b) the Floating Allocation
Percentage for each such day.
"Investor Non-Principal Collections" shall mean, with respect to any
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Distribution Date, the sum for each Deposit Date in the related Collection
Period of an amount equal to the product of (i) the Floating Allocation
Percentage for each such Deposit Date and (ii) Non-Principal Collections
received by the Servicer on each such Deposit Date.
"LIBOR" shall mean, with respect to any Interest Period, the offered
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rates for deposits in United States dollars having a maturity of one month (the
"Index Maturity") commencing on the related Adjustment Date which appears on
--------------
Telerate Page 3750 as of 11:00 A.M., London time, on such date of calculation.
If such rate does not appear on Telerate Page 3750, LIBOR with respect to such
Interest Period will be determined at approximately 11:00 A.M., London time, on
such Adjustment Date on the basis of the rates at which deposits in United
States dollars are offered by four major banks in the London interbank market
(selected by the Calculation Agent) to prime banks in the London interbank
market for a period equal to the Index Maturity and in a principal amount equal
to an amount of not less than U.S. $1,000,000 and that is representative for a
single transaction in such market at such time. The Calculation Agent will
request the principal London office of each such bank to provide a quotation of
its rate. If at least two such quotations are provided, LIBOR will be the
arithmetic mean (rounded upwards or downwards, as the case may be, to the
nearest whole multiple of 0.0625% per annum; provided, however, that any amount
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falling in the middle shall be rounded up to the nearest whole multiple of
0.0625%) of such quotations. If fewer than two quotations are provided, LIBOR
with respect to such Interest
10
Period will be the arithmetic mean (rounded upwards or downwards as aforesaid)
of the rates quoted at approximately 11:00 A.M., New York City time, on such
Adjustment Date by three major banks in New York, New York selected by the
Calculation Agent for loans in United States dollars to leading European banks
having the Index Maturity and in a principal amount equal to an amount of not
less than U.S. $1,000,000 and that is representative for a single transaction in
such market at such time; provided, however, that if the banks selected as
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aforesaid are not quoting as mentioned in this sentence, LIBOR in effect for the
applicable period will be LIBOR in effect for the previous period.
"London Business Day" shall mean any day on which dealings in deposits
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in United States dollars are transacted in the London interbank market.
"Manufacturer Overconcentrations," on any Distribution Date means the
-------------------------------
excess of (x) the aggregate amount of Eligible Receivables created in connection
with the financing of products manufactured by any single manufacturing entity
(other than the Designated Manufacturer described in the definition of
"Designated Manufacturer Overconcentrations"), which Eligible Receivables are
included in the Pool on the last day of the Collection Period immediately
preceding such Distribution Date over (y) 15% of the Pool Balance on the last
day of such immediately preceding Collection Period; provided, that the
--------
percentage specified in clause (y) may be adjusted from time to time without the
consent of the Certificateholders and no such adjustment shall be deemed an
amendment of the terms hereof, but shall be an adjustment in accordance with the
terms hereof if, prior to each adjustment, the Rating Agency Condition is
satisfied for such adjustment.
"Monthly Interest" shall mean with respect to any Distribution Date,
----------------
the sum of Class A Monthly Interest and Class B Monthly Interest.
"Monthly Payment Rate" shall mean, for any Collection Period, the
--------------------
percentage obtained by dividing the aggregate Principal Collections for such
Collection Period by the average daily Pool Balance for such Collection Period.
"Monthly Principal" shall mean, with respect to any Distribution Date,
-----------------
the amount specified in Section 4.03 hereof.
"Monthly Servicing Fee" shall have the meaning specified in Section
---------------------
3.01 hereof.
"Net Receivables Rate" shall mean, for any Adjustment Date, (a) the
--------------------
weighted average interest rates borne by the Receivables included in the Pool
for the preceding Collection Period minus (b) 20%, if BCI is the Servicer or, if
BCI is not the Servicer, 3%.
"Net Servicing Fee" shall have the meaning specified in Section 3.01
-----------------
hereof.
"Net Servicing Fee Rate" shall mean 1%, if BCI is the Servicer, 2%, if
----------------------
BCI is not the Servicer, or for any Distribution Date in respect of which the
Monthly Servicing Fee has been waived, 0%.
11
"Notice Not to Extend" shall have the meaning specified in Section
--------------------
4.12 hereof.
"Obligor Overconcentrations" shall mean, on any Distribution Date and
--------------------------
with respect to any Account, the excess of (a) the aggregate principal amount of
Eligible Receivables in such Account on the last day of the Collection Period
immediately preceding such Distribution Date over (b) 2% of the Pool Balance
with respect to Specified Obligors and 1.5% of the Pool Balance with respect to
all other Obligors, in each case such concentrations calculated with respect to
the Pool Balance on the last day of such immediately preceding Collection
Period. As used in this definition, "Specified Obligors" shall mean any Obligor
with respect to one of the six largest Accounts in the Trust calculated on the
basis of the amount of Principal Receivables in such Account. The percentages
specified in this definition and the manner of determining the Specified
Obligors may be adjusted from time to time without the consent of the
Certificateholders and no such adjustment shall be deemed an amendment of the
terms hereof, but shall be an adjustment in accordance with the terms hereof if,
prior to each adjustment, the Rating Agency Condition is satisfied for such
adjustment.
"Overconcentration Amount," on any Distribution Date, shall mean the
------------------------
sum of (without duplication) the Obligor Overconcentrations, the Manufacturer
Overconcentrations, the Designated Manufacturer Overconcentrations and the
Industry Overconcentrations for such Distribution Date.
"Pool Factor" shall mean, with respect to any Distribution Date, a
-----------
number carried out to eleven decimals representing the ratio of the Invested
Amount as of such Distribution Date (determined after taking into account any
increases or decreases in the Invested Amount which will occur on such
Distribution Date) to the Adjusted Invested Amount.
"Pre-Allocated Invested Amount" prior to and including the Series
-----------------------------
1994-1 Final Payment Date, shall mean the sum of $251,000,000 plus the aggregate
amount of all principal payments made with respect to the Series 1994-1
Certificates since the Closing Date, and, after the Series 1994-1 Final Payment
Date, shall mean zero.
"Principal Allocation Percentage," prior to and including the Series
-------------------------------
1994-1 Final Payment Date, shall mean, with respect to any Collection Period,
the percentage equivalent (which percentage shall never exceed 100%) of a
fraction, the numerator of which is the Invested Amount as of the last day of
the Revolving Period minus the Pre-Allocated Invested Amount and the denominator
of which is the Pool Balance as of the last day of the immediately preceding
Collection Period.
"Principal Allocation Percentage," after the Series 1994-1 Final
-------------------------------
Payment Date, shall mean, with respect to any date, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator of which
is the Invested Amount as of the last day of the Revolving Period and the
denominator is the Pool Balance as of the close of business the day immediately
preceding the day of calculation.
12
"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 principal balance of the
Certificates on such Distribution Date, (ii) accrued and unpaid interest on the
unpaid principal balances of the Certificates (calculated on the basis of the
outstanding principal balance of the Class A Certificates and Class B
Certificates at the Class A Certificate Rate and Class B Certificate Rate,
respectively, through the day preceding such Distribution Date), (iii) the
amount of Additional Interest, if any, for such Distribution Date and any
Additional Interest previously due but not distributed on the Certificates on a
prior Distribution Date, and (iv) the Class A Carry-Over Amount and Class B
Carry-Over Amount, if any, for such Distribution Date and any Class A Carry-Over
Amount and Class B Carry-Over Amount previously due but not distributed on the
Certificates on a prior Distribution Date.
"Required Investor Percentage" shall mean, with respect to the
----------------------------
Certificates, 104%; provided, however, that the Depositor may adjust the
-------- -------
Required Investor Percentage without the consent of the Certificateholders and
such adjustment shall not be deemed an amendment of the terms hereof, but shall
be an adjustment in accordance with the terms hereof if, prior to each
adjustment, the Rating Agency Condition is satisfied.
"Required Subordinated Amount" shall mean, as of any date of
----------------------------
determination, the sum of (a) the product of (i) the Subordinated Percentage and
(ii) the Invested Amount on such date and (b) the Incremental Subordinated
Amount for the immediately preceding Distribution Date or, if such date of
determination is a Distribution Date, for such date; provided, however, that for
-------- -------
any date following the end of the Revolving Period, the Required Subordinated
Amount shall in no event be less than an amount equal to the sum of (x) the
lesser of (i) the outstanding principal balance of the Class A Certificates and
the Class B Certificates and (ii) __% of the Initial Principal Amount of the
Certificates and (y) the Incremental Subordinated Amount for the immediately
preceding Distribution Date or, if such date of determination is a Distribution
Date, for such date; provided further, that if an Early Amortization Event
-------- -------
occurs, the Required Subordinated Amount for each date of determination
thereafter shall equal the Required Subordinated Amount for the date on which
such Early Amortization Event occurs. On the Closing Date, the Required
Subordinated Amount shall be $__________.
"Required Subordination Draw Amount" shall have the meaning specified
----------------------------------
in Section 4.05 hereof.
"Reserve Fund" shall have the meaning specified in Section 4.04(a)(i)
------------
hereof.
"Reserve Fund Deposit Amount" shall mean, with respect to any
---------------------------
Distribution Date, the amount, if any, by which (i) the Reserve Fund Required
Amount for such Distribution Date exceeds (ii) the amount of funds on deposit in
the Reserve Fund after giving effect to any withdrawals therefrom on such
Distribution Date.
"Reserve Fund Required Amount" shall mean, with respect to any
----------------------------
Distribution Date, an amount equal to the product of (a) 0.50% and (b) the
outstanding principal balance
13
of the Certificates for such Distribution Date (after giving effect to any
reduction thereof on such Distribution Date).
"Retained Percentage," prior to and including the Series 1994-1 Final
-------------------
Payment Date, for any Collection Period shall mean (i) with respect to Non-
Principal Collections, 100% minus the sum of (a) the aggregate of the floating
allocation percentages for each outstanding Series of Certificates and (b) the
Variable Funding Percentage for such Collection Period and (ii) with respect to
Principal Collections, 100% minus the sum of (a) the aggregate of the floating
allocation percentages for each outstanding Series of Certificates in their
revolving periods, (b) the aggregate of the principal allocation percentages for
all Series that are not in their revolving periods and (c) the Variable Funding
Percentage for such Collection Period, but in any case the Retained Percentage
shall not be less than 0%, and, after the Series 1994-1 Final Payment Date,
Retained Percentage shall have the meaning assigned in the Agreement.
"Revolving Period" shall mean the period beginning at the opening of
----------------
business on the Series Cut-Off Date and ending on the earliest of (a) the last
day of the Collection Period ending on September 30, 2001, (b) the day on which
the Trustee mails notice to the Certificationholders that BCI has elected not to
extend the Initial Principal Payment Date, and (c) the close of business on the
Business Day immediately preceding the day on which an Early Amortization Period
commences; provided, however, that if any Early Amortization Period ends as
-------- -------
described in clause (c) of the definition thereof, the Revolving Period will
recommence as of the close of business on the day such Early Amortization Period
ends.
"Series Cut-Off Date" shall mean January 1, 1997.
-------------------
"Series 1994-1 Final Payment Date" shall mean the date on which the
--------------------------------
full amount of the principal amount of the Series 1994-1 Certificates and all
interest accrued thereon has been paid in full and the Series 1994-1
Certificates have been fully discharged and have no further interest in the
Trust.
"Series 1997-1 Accounts" shall have the meaning specified in Section
----------------------
4.04(c)(i) hereof.
"Series 1997-1 Available Retained Collections" shall mean, with
--------------------------------------------
respect to any Deposit Date, an amount equal to the product of (a) the Available
Retained Collections for such Deposit Date and (b) a fraction, the numerator of
which is the Available Subordinated Amount and the denominator of which is the
Pool Available Subordinated Amount, in each case on such Deposit Date.
"Series 1997-1 Excess Principal Collections" shall mean that portion
------------------------------------------
of Excess Principal Collections allocated to Series 1997-1 pursuant to Section
4.10 hereof.
"Series 1997-1 Investor Allocation Percentage" for any Collection
--------------------------------------------
Period shall mean the percentage derived from the fraction the numerator of
which is the Invested Amount as of the last Business Day preceding such
Collection Period and the denominator of
14
which is the Pool Invested Amount on the last Business Day preceding such
Collection Period.
"Series 1997-1 Principal Shortfall" shall have the meaning specified
---------------------------------
in Section 4.10 hereof.
"Series 1997-1 Required Balance," prior to and including the Series
------------------------------
1994-1 Final Payment Date, shall mean, for any Distribution Date, the sum of (i)
(x) the Required Investor Percentage multiplied by the Adjusted Invested Amount
immediately prior to such date minus (y) the Pre-Allocated Invested Amount and
(ii) the Available Subordinated Amount for the immediately preceding
Distribution Date.
"Series 1997-1 Required Balance," after the Series 1994-1 Final
------------------------------
Payment Date, shall mean, as of any date of determination, the sum of (i) the
Required Investor Percentage multiplied by the Adjusted Invested Amount as of
the close of business on the immediately preceding day and (ii) the Available
Subordinated Amount as of the close of business on such immediately preceding
day.
"Series 1997-1 Termination Date" shall mean the April 2004
------------------------------
Distribution Date.
"Servicing Fee Rate" shall mean, with respect to the Certificates, 2%
------------------
or, for any Distribution Date in respect of which the Monthly Servicing Fee has
been waived, 0%.
"Subordinated Percentage" shall equal the percentage equivalent of a
-----------------------
fraction, the numerator of which is 5.5% and the denominator will be the excess
of 100% over 5.5%.
"Telerate Page 3750" shall mean the display page currently so
------------------
designated on the Dow Jones Telerate Service (or such other page as may replace
that page on that service for the purpose of displaying comparable rates or
prices).
"Termination Proceeds" shall mean any Termination Proceeds arising out
--------------------
of a sale of Receivables (or interests therein) pursuant to Section 12.02(c) of
the Agreement with respect to Series 1997-1.
"Variable Funding Percentage," prior to and including the Series 1994-
---------------------------
1 Final Payment Date, shall mean for any Collection Period, a percentage (which
percentage shall never be less than 0% nor more than 100%) equal to the Variable
Funding Amount as of the last day of the immediately preceding Collection Period
divided by the Pool Balance as of such last day (or as of the Series Cut-Off
Date with respect to the first Collection Period); provided, however, that for
-------- -------
purposes of allocating Principal Collections following the occurrence of a
Liquidation Event, the Variable Funding Percentage will be calculated on the
basis of the Variable Funding Amount as of the last day immediately preceding
the date of such Liquidation Event; and provided further, that following a
-------- -------
Liquidation Event, the relative interest of the Variable Funding Certificate in
further allocations of Non-Principal Collections will not be less than the
relative interest thereof as of the Liquidation Event, and, after the
15
Series 1994-1 Final Payment Date, Variable Funding Percentage shall have the
meaning assigned in the Agreement.
SECTION 2.02. Interpretive Provisions.
-----------------------
(a) Notwithstanding anything to the contrary in this Series
Supplement or the Agreement, the term "Rating Agency" shall mean, whenever used
-------------
in this Series Supplement or the Agreement with respect to the Certificates,
Standard & Poor's and Moody's. As used in this Series Supplement and in the
Agreement with respect to the Certificates, "highest investment category" shall
mean (i) in the case of Standard & Poor's, AAA and A-1+, as applicable, and (ii)
in the case of Moody's, Aaa and P-1, as applicable.
(b) All capitalized terms used herein and not otherwise defined
herein have the meanings ascribed to them in the Agreement. The definitions in
Section 2.01 of this Series Supplement are applicable to the singular as well as
the plural forms of such terms and to the masculine as well as to the feminine
and neuter genders of such terms.
(c) For purposes of calculating the Required Pool Balance under the
Agreement, the amount for Series 1997-1 to be used in clause (i) of the
definition of Required Pool Balance contained in Section 1.01 of the Agreement
shall be calculated as follows: (A) the product of (x) the Required Investor
Percentage and (y) the Adjusted Invested Amount minus (B) the Pre-Allocated
-----
Invested Amount.
(d) The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Series Supplement shall refer to this Series Supplement
as a whole and not to any particular provision of this Series Supplement;
references to any Article, Section or Exhibit are references to Articles,
Sections and Exhibits in or to this Series Supplement unless otherwise
specified; and the term "including" means "including without limitation."
SECTION 2.03. Transitional Provisions Relating to Series 1994-1 Final
-------------------------------------------------------
Payment Date. Whenever in this Series Supplement calculations are required to
- ------------
be made for a Collection Period during which the Series 1994-1 Final Payment
Date occurred, allocations with respect to Collections received from the first
day of such Collection Period through the Series 1994-1 Final Payment Date shall
be deemed to have been deposited and the Deposit Date with respect thereto shall
be the first Business Day following the Series 1994-1 Final Payment Date.
ARTICLE III
Servicing Fee
-------------
SECTION 3.01. Servicing Compensation. The monthly servicing fee
----------------------
hereunder shall be payable to the Servicer, in arrears, on each Distribution
Date in respect of any Collection Period (or portion thereof) occurring prior to
the earlier of the Series 1997-1
16
Termination Date and the first Distribution Date on which the Invested Amount is
zero. An amount equal to one-twelfth of the product of (a) the Servicing Fee
Rate and (b) the Invested Amount as of the last day of the Collection Period
second preceding such Distribution Date (the "Monthly Servicing Fee") shall be
---------------------
paid on behalf of the Certificateholders pursuant to Sections 4.06(a)(iii) and
(vi); provided, however, that with respect to the first Distribution Date, the
-------- -------
Monthly Servicing Fee shall be equal to $__________. A portion of the Monthly
Servicing Fee (the "Net Servicing Fee") will be payable in the priority set
-----------------
forth in Section 4.06(a) and, on each such Distribution Date shall be an amount
equal to one-twelfth of the product of (a) the Net Servicing Fee Rate and (b)
the Invested Amount as of the last day of the Collection Period second preceding
such Distribution Date; provided, however, that with respect to the first
-------- -------
Distribution Date the Net Servicing Fee shall be $__________. The remaining
portion of the Servicing Fee not allocable to the Certificates shall be paid by
the Holder of the BCRC Certificate, the Holder(s) of any Supplemental
Certificates(s), the Holder of the Variable Funding Certificate and the Holders
of other outstanding Series of Investor Certificates, and in no event shall the
Trust, the Trustee or the Holders of the Certificates be liable for any such
remaining portion. The Monthly Servicing Fee shall be payable to the Servicer
solely to the extent amounts are available for distribution in accordance with
the terms of this Series Supplement.
The Servicer will be permitted, in its sole discretion, to waive the
Monthly Servicing Fee for any Distribution Date by written notice given to the
Trustee at least two Business Days prior to such Distribution Date; provided,
--------
however, that the Servicer believes that sufficient Non-Principal Collections
- -------
will be available on any future Distribution Date to pay the Monthly Servicing
Fee relating to the amount thereof so waived. If the Servicer so waives the
Monthly Servicing Fee for any Distribution Date, the Monthly Servicing Fee
(including the Net Servicing Fee) for such Distribution Date shall be deemed to
be zero for all purposes of this Series Supplement and the Agreement; and
provided further, that such Monthly Servicing Fee shall be paid on a future
- -------- -------
Distribution Date solely to the extent amounts are available therefor pursuant
to Section 4.09(b) hereof.
ARTICLE IV
Rights of Certificateholders and
--------------------------------
Allocation and Application of Collections
-----------------------------------------
SECTION 4.01A. Allocations; Payments to Holder(s) of the BCRC
----------------------------------------------
Certificate and any Supplemental Certificate(s). The provisions of this Section
- ----------------------------------------------- ------------------------------
4.01A shall apply only prior to and including the Series 1994-1 Final Payment
- -----------------------------------------------------------------------------
Date.
- ----
(a) Except as otherwise provided by the terms of the Agreement, the
Servicer, as promptly as possible following receipt, but in no event later than
two (2) Business Days following such receipt, shall deposit all Collections
(which may be deposited net of the sum of (i) the Variable Funding Percentage of
such Collections and (ii) the Excess Retained Percentage of such Collections)
into the Collection Account; provided, however, that if Collections are not
-------- -------
deposited net of the foregoing amounts, the withdrawals to be made from
17
the Collection Account pursuant to this Article IV do not apply to funds on
deposit in the Collection Account with respect to such net amounts. Except as
otherwise provided in Article VII or Article VIII hereof, Non-Principal
Collections and Principal Collections, Miscellaneous Payments and Defaulted
Amounts, as they relate to the Certificates, shall be allocated and distributed
as set forth in this Article IV.
(b) On each Deposit Date with respect to any Collection Period, the
Servicer may instruct the Trustee in writing to withdraw from the Collection
Account (or, to the extent not required to be deposited therein pursuant to
Section 4.03 of the Agreement, to otherwise make available) and pay to the
Holder(s) of the BCRC Certificate and any Supplemental Certificate(s), pro rata
--- ----
in accordance with the respective percentage interests thereof, an amount equal
to (i) the Excess Retained Percentage of all Collections deposited in the
Collection Account for such Deposit Date plus (ii) the Available Retained
Collections deposited in the Collection Account for such Deposit Date, if the
Pool Balance (determined after giving effect to any Principal Receivables
transferred to the Trust on any such Deposit Date) exceeds the Required Pool
Balance for the immediately preceding Distribution Date (after giving effect to
the allocations, distributions, withdrawals and deposits to be made on the
Distribution Date immediately following such Determination Date); provided,
--------
however, that Available Retained Collections shall be paid to the Holder(s) of
- -------
the BCRC Certificate and any Supplemental Certificate(s) with respect to any
Collection Period only after an amount equal to the sum of (x) the Deficiency
Amount, if any, relating to the immediately preceding Distribution Date and (y)
the excess, if any, of the Reserve Fund Required Amount over the amount in the
Reserve Fund on the immediately preceding Distribution Date (after giving effect
to the allocations of, distributions from, and deposits in, the Reserve Fund on
the following Distribution Date), has been deposited in the Collection Account
from such Available Retained Collections.
The withdrawals to be made from the Collection Account pursuant to
this Section 4.01A(b) do not apply to deposits into the Collection Account that
do not represent Collections, including Miscellaneous Payments, payment of the
purchase price for the Certificates pursuant to Section 2.03 of the Agreement,
payment of the purchase price for the Certificates pursuant to Section 7.01
hereof and proceeds from the sale, disposition or liquidation of Receivables
pursuant to Section 9.02 or Section 12.02 of the Agreement.
(c) The Servicer shall, no later than four (4) Business Days prior to
each Distribution Date, instruct the Trustee in writing to withdraw from the
Collection Account and deposit into the Reserve Fund on such Distribution Date,
with respect to the Revolving Period, the Available Retained Collections on
deposit in the Collection Account, up to the amount of the excess, if any,
determined pursuant to Section 4.01A(b)(y) hereof.
18
SECTION 4.01B. Collections and Allocations for Series 1997-1. The
--------------------------------------------- ---
provisions of this Section 4.01B shall apply only after the Series 1994-1 Final
- -------------------------------------------------------------------------------
Payment Date.
- ------------
(a) Allocations of Non-Principal Collections and Series 1997-1
----------------------------------------------------------
Available Retained Collections. The Servicer shall, on or prior to the close of
- ------------------------------
business on each Deposit Date, allocate the following amounts as set forth
below:
(i) During the Revolving Period, the Amortization Period and any
Initial Amortization Period, the Servicer shall allocate to Series 1997-1
an amount equal to the sum of (1) the product of (x) the Floating
Allocation Percentage for such Deposit Date and (y) the aggregate amount of
Non-Principal Collections on such Deposit Date and (2) the Series 1997-1
Available Retained Collections for such Deposit Date (such amount for any
Deposit Date, the "Daily Allocation"), and of that allocation, deposit and
----------------
retain in the Collection Account an amount not less than the lesser of (I)
the Daily Allocation on such Deposit Date and (II) the difference between
(q) the sum of (1) Monthly Interest, any Class A Carry-Over Amount and any
Class B Carry-Over Amount for the related Distribution (provided that prior
to the Adjustment Date, the Servicer shall calculate such Monthly Interest
in good faith assuming that the Class A Certificate Rate and the Class B
Certificate Rate for the Interest Period commencing during such Collection
Period are the same as the corresponding rates for the Interest Period
ending during such Collection Period), (2) if BCI is not the Servicer, the
Monthly Servicing Fee for the current Collection Period, (3) the sum for
each day through such Deposit Date of the Floating Allocation Percentage of
the Defaulted Amount, and (4) the Reserve Fund Deposit Amount, if any, for
the immediately preceding Distribution Date (after giving effect to any
withdrawals from or deposits to the Reserve Fund on such Deposit Date and
(r) the amounts previously deposited in the Collection Account for the
current Collection Period pursuant to this Section 4.01B(a)(i) and the
remainder of such Daily Allocation shall be retained by the Servicer for
allocation pursuant to Sections 4.01B(c), 4.06(a) and 4.07 hereof.
(ii) During the Amortization Period, allocate to Series 1997-1 and
deposit and retain in the Collection Account an amount equal to the Daily
Allocation for such Deposit Date.
(b) Allocations of Principal Collections. The Servicer shall, on or
------------------------------------
prior to the close of business on each Deposit Date, allocate the following
amounts, as set forth below:
(i) During the Revolving Period, allocate to Series 1997-1 an amount
equal to the product of (x) the Floating Allocation Percentage for such
Deposit Date and (y) the aggregate amount of Principal Collections on such
Deposit Date (such product for any Deposit Date, the "Daily Principal
---------------
Allocation"), which amount shall be retained by the Servicer for
----------
application in accordance with Section 4.06(b); provided, however, that
-------- -------
the Daily Principal Allocation for any Deposit Date shall be retained by
the Servicer only if the Pool Balance for the immediately preceding
Business Day (determined after giving effect to any Principal Receivables
transferred to the Trust
19
through the close of business on such Business Day) exceeds the Required
Pool Balance for such Business Day (calculated before giving effect to any
deposits to the Excess Funding Account and any excess funding account for
any other Series in their revolving period or, if applicable, their
amortization period through the close of business on such Business Day) and
otherwise shall be deposited in the Excess Funding Account in an amount up
to the Excess Funded Amount for such Deposit Date minus the amount then on
deposit in the Excess Funding Account and the remainder shall be retained
by the Servicer for application in accordance with Section 4.06(b) hereof.
(ii) During the Amortization Period, allocate to Series 1997-1 and
deposit and retain in the Collection Account an amount equal to the Daily
Principal Allocation (which, during the Amortization Period, shall be an
amount equal to the product of (x) the Principal Allocation Percentage for
such Deposit Date and (y) the aggregate amount of Principal Collections on
such Deposit Date); provided, however, that if the sum of the Daily
-------- -------
Principal Allocations for the same Collection Period exceeds the Class A
Controlled Distribution Amount for the related Class A Amortization Date
plus, for the Collection Period immediately preceding the Class B Expected
Payment Date, the outstanding principal balance of the Class B
Certificates, then such excess shall not be deposited in the Collection
Account but shall be retained by the Servicer for application in accordance
with Section 4.06(d) hereof; provided further, however, that such excess
-------- ------- -------
for any Deposit Date shall be retained by the Servicer only if the Pool
Balance for the immediately preceding Business Day (determined after giving
effect to any Principal Receivables transferred to the Trust through the
close of business on such Business Day) exceeds the Required Pool Balance
for such Business Day (calculated before giving effect to any deposits to
the Excess Funding Account and any excess funding account for any other
Series in their revolving period or, if applicable, their amortization
period through the close of business on such Business Day) and otherwise
shall be deposited in the Excess Funding Account in an amount up to the
Excess Funded Amount for such Deposit Date minus the amount then on deposit
in the Excess Funding Account and the remainder shall be retained by the
Servicer for application in accordance with Section 4.06(c) hereof.
(iii) During any Initial Amortization Period or Early Amortization
Period, allocate to Series 1997-1 and deposit and retain in the Collection
Account an amount equal to the Daily Principal Allocation (which, during
any Initial Amortization Period or Early Amortization Period shall be an
amount equal to the product of (x) the Principal Allocation Percentage for
such Deposit Date and (y) the aggregate amount of Principal Collections on
such Deposit Date); provided, however, that after the date on which an
-------- -------
amount of such Daily Principal Allocations equal to the outstanding
principal balance of the Class A Certificates and the Class B Certificates
has been deposited into the Collection Account and allocated to Series
1997-1, the amount determined in accordance with this subparagraph (iii) in
excess thereof shall be retained by the Servicer for application in
accordance with Section 4.06(c) hereof.
20
(c) On the second Business Day preceding each Distribution Date with
respect to the Revolving Period, the Initial Amortization Period or the
Amortization Period, the Servicer shall deposit in the Collection Account an
amount equal (1) to the excess, if any, of any Daily Allocation (or portion
thereof) consisting of the Floating Allocation Percentage of Non-Principal
Collections retained by the Servicer and not deposited in the Collection Account
during the related Collection Period over the amounts required to be distributed
on the related Distribution Date pursuant to clauses (i) through (viii) of
Section 4.06(a), provided that if BCI is the Servicer, BCI may make such deposit
net of the Monthly Servicing Fee and (2) the excess, if any, of any Daily
Allocation (or portion thereof) consisting of the sum of the Series 1997-1
Available Retained Collections for the related Collection Period retained by the
Servicer and not deposited in the Collection Account over the amounts required
to be distributed on the related Distribution Date out of Series 1997-1
Available Retained Collections pursuant to Section 4.07.
The withdrawals to be made from the Collection Account pursuant to
this Section 4.01B do not apply to deposits into the Collection Account that do
not represent Collections,including Miscellaneous Payments, payment of the
purchase price for the Certificates pursuant to Section 2.03 of the Agreement,
payment of the purchase price for the Certificates pursuant to Section 7.01
hereof and proceeds from the sale, disposition or liquidation of Receivables
pursuant to Section 9.02 or 12.02 of the Agreement.
SECTION 4.02. Monthly Interest.
----------------
(a) The amount of monthly interest with respect to the Class A
Certificates ("Class A Monthly Interest") on any Distribution Date shall be an
------------------------
amount equal to (x) the actual number of days elapsed in the related Interest
Period divided by 360 days, multiplied by (y) the product of (i) the Class A
Certificate Rate and (ii) the outstanding principal balance of the Class A
Certificates as of the close of business on the preceding Distribution Date
(after giving effect to all repayments of principal allocated to the Class A
Certificates on such preceding Distribution Date, if any); provided, however,
-------- -------
with respect to the first Distribution Date, Class A Monthly Interest shall be
equal to $__________.
Two Business Days prior to each Distribution Date, the Servicer shall
determine and notify the Trustee in the Distribution Date Statement of the
excess, if any, of (x) the sum of Class A Monthly Interest for the Interest
Period applicable to such Distribution Date plus the amount, if any, of the
Class A Interest Shortfall which was due but not paid on the prior Distribution
Date over (y) the amount which will be available to be distributed with respect
to the Class A Certificates on such Distribution Date in respect thereof
pursuant to this Series Supplement (such excess, the "Class A Interest
----------------
Shortfall"). If, on any Distribution Date, the Class A Interest Shortfall is
greater than zero, then an additional amount ("Class A Additional Interest")
---------------------------
equal to (x) the actual number of days in the Interest Period commencing on such
Distribution Date divided by 360 days multiplied by (y) the product of (i) the
Class A Certificate Rate for such Interest Period and (ii) such Class A Interest
Shortfall shall be payable as provided herein with respect to the Class A
Certificates on the Distribution Date following such Distribution Date.
Notwithstanding
21
anything to the contrary herein, Class A Additional Interest shall be
distributed with respect to the Class A Certificates only to the extent
permitted by applicable law.
(b) The amount of monthly interest with respect to the Class B
Certificates ("Class B Monthly Interest") on any Distribution Date shall be an
------------------------
amount equal to (x) the actual number of days elapsed in the related Interest
Period divided by 360 days multiplied by (y) the product of (i) the Class B
Certificate Rate and (ii) the outstanding principal balance of the Class B
Certificates as of the close of business on the preceding Distribution Date
(after giving effect to all repayments of principal allocated to the Class B
Certificates on such preceding Distribution Date, if any); provided, however,
-------- -------
with respect to the first Distribution Date, Class B Monthly Interest shall be
equal to $__________.
Two Business Days prior to each Distribution Date, the Servicer shall
determine and notify the Trustee in the Distribution Date Statement of the
excess, if any, of (x) the sum of the Class B Monthly Interest for the Interest
Period applicable to such Distribution Date plus the amount, if any, of the
Class B Interest Shortfall which was due but not paid on the prior Distribution
Date over (y) the amount which will be available to be distributed with respect
to the Class B Certificates on such Distribution Date in respect thereof
pursuant to this Series Supplement (such excess, the "Class B Interest
----------------
Shortfall"). If, on any Distribution Date, the Class B Interest Shortfall is
greater than zero, then an additional amount ("Class B Additional Interest")
---------------------------
equal to (x) the actual number of days in the Interest Period commencing on such
Distribution Date divided by 360 days multiplied by (y) the product of (i) the
Class B Certificate Rate for such Interest Period and (ii) such Class B Interest
Shortfall shall be payable as provided herein with respect to the Class B
Certificates on the Distribution Date following such Distribution Date.
Notwithstanding anything to the contrary herein, Class B Additional Interest
shall be distributed only to the extent permitted by applicable law.
(c) Any and all determinations made by the Servicer pursuant to this
Section 4.02 shall be communicated in writing and delivered to the Trustee no
later than the Business Day preceding the relevant Distribution Date.
SECTION 4.03. Determination of Monthly Principal. The amount of
----------------------------------
Monthly Principal distributable with respect to the Certificates on each
Distribution Date with respect to an Early Amortization Period or an Initial
Amortization Period shall be equal to the Available Investor Principal
Collections with respect to such Distribution Date; provided, however, that
-------- -------
Monthly Principal shall in no event exceed the outstanding principal balance of
the applicable Class of Certificates. The amount of Monthly Principal
distributable with respect to the Certificates on each Distribution Date with
respect to the Amortization Period shall be equal to the Available Investor
Principal Collections with respect to such Distribution Date; provided, however,
-------- -------
that Monthly Principal distributable to the Holders of the Class A Certificates
on any Class A Amortization Date shall in no event exceed the Class A Controlled
Distribution Amount; and provided further, that Monthly Principal distributable
-------- -------
to the Holders of the Class A Certificates and the Class B Certificates shall in
no event exceed in the aggregate the outstanding principal balances of the Class
A Certificates and the Class B Certificates, respectively.
22
SECTION 4.04. Establishment of Reserve Fund and Excess Funding
------------------------------------------------
Account.
- -------
(a)(i) The Servicer, for the benefit of the Certificateholders, shall
cause the Trustee to establish and maintain with an Eligible Institution,
to be held on behalf of the Trust, an Eligible Deposit Account (the
"Reserve Fund") which shall be identified as the "Reserve Fund for the
-------------
Bombardier Receivables Master Trust, Series 1997-1" and shall bear a
designation clearly indicating that the funds deposited therein are held
for the benefit of the Certificateholders.
(ii) At the written direction of the Servicer, funds on deposit in
the Reserve Fund shall be invested by the Trustee in Eligible Investments
selected by the Servicer that will mature so that such funds will be
available at the close of business on or before the Business Day next
preceding the following Distribution Date. All Eligible Investments shall
be held in the Reserve Fund for the benefit of the Certificateholders. On
each Distribution Date, all interest and other investment earnings (net of
losses and investment expenses) on funds on deposit in the Reserve Fund
received prior to such Distribution Date shall be applied as set forth in
Section 4.06(a) hereof. Funds deposited in the Reserve Fund on a Business
Day (which immediately precedes a Distribution Date) upon the maturity of
any Eligible Investments are not required to be invested overnight.
(b)(i) The Servicer, for the benefit of the Certificateholders, shall
establish and maintain in the name of the Trustee with an Eligible
Institution, on behalf of the Trust, an Eligible Deposit Account (the
"Excess Funding Account"), which shall be identified as the "Excess Funding
-----------------------
Account for Bombardier Receivables Master Trust, Series 1997-1" and shall
bear a designation clearly indicating that the funds deposited therein are
held for the benefit of the Certificateholders.
(ii) At the written direction of the Servicer, funds on deposit in
the Excess 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 Certificateholders. On each
Distribution Date, all interest and other investment earnings (net of
losses and investment expenses) of funds on deposit in the Excess Funding
Account shall be applied as set forth in Section 4.06(a) hereof.
(c)(i) The Trustee shall possess all right, title and interest in and
to all funds on deposit from time to time in, and all Eligible Investments
credited to, the Reserve Fund and the Excess Funding Account (collectively
the "Series 1997-1 Accounts") and in all proceeds thereof. The Trustee
shall possess all right, title and interest in and to all funds on deposit
from time to time in, and all Eligible Investments credited to, the Series
1997-1 Accounts and in all proceeds thereof. The Series 1997-1 Accounts
shall be under the sole dominion and control of the Trustee for the benefit
of the Certificateholders. If, at any time, any of the Series 1997-1
Accounts ceases to be an Eligible Deposit Account, the Trustee (or the
Servicer on its behalf) shall within ten (10) Business Days (or such longer
period, not to exceed thirty (30) calendar
23
days, as to which each Rating Agency may consent) establish a new Series
1997-1 Account meeting the conditions specified in subsection (a)(i) or
(b)(i), as applicable, as an Eligible Deposit Account and shall transfer
any cash and/or any investments to such new Series 1997-1 Account. Neither
the Depositor, the Servicer nor any person or entity claiming by, through
or under the Depositor, the Servicer or any such person or entity shall
have any right, title or interest in, or any right to withdraw any amount
from, any Series 1997-1 Account, except as expressly provided herein.
Schedule I hereto, which is hereby incorporated into and made part of this
Series Supplement, identifies each Series 1997-1 Account by setting forth
the Eligible Institution with which the Series 1997-1 Account is
established, the account number of each such account and the account
designation of each such account. If a substitute Series 1997-1 Account is
established pursuant to this Section 4.04, the Servicer shall provide to
the Trustee an amended Schedule I, setting forth the relevant information
for such substitute Series 1997-1 Account.
(ii) Pursuant to the authority granted to the Servicer in Section
3.01(a) of the Agreement, the Servicer shall have the power, revocable by
the Trustee, to make withdrawals and payments or to instruct the Trustee to
take withdrawals and payments from the Series 1997-1 Accounts for the
purposes of carrying out the Servicer's or Trustee's duties hereunder.
SECTION 4.05. Deficiency Amount. With respect to each Distribution
-----------------
Date, on the related Determination Date, the Servicer shall determine the amount
(the "Deficiency Amount"), if any, by which:
-----------------
(a) the sum of:
(i) Monthly Interest for such Distribution Date,
(ii) any Monthly Interest previously due but not distributed with
respect to the Certificates on a prior Distribution Date,
(iii) Additional Interest, if any, for such Distribution Date and any
Additional Interest previously due (to the extent permitted under
applicable law) but not distributed on the Certificates on a prior
Distribution Date,
(iv) the Net Servicing Fee for such Distribution Date,
(v) the Investor Default Amount, if any, for such Distribution Date,
and
(vi) the Series 1997-1 Investor Allocation Percentage of the amount
of any Adjustment Payment required to be deposited in the Collection
Account pursuant to Section 3.09(a) of the Agreement with respect to the
related Collection Period that has not been so deposited as of such
Determination Date,
exceeds, (b) the sum of:
-------
24
(i) Investor Non-Principal Collections plus any Investment Proceeds
----
with respect to such Distribution Date, and
(ii) the amount of funds in the Reserve Fund which are available
pursuant to Section 4.07(a) hereof to cover any portion of the amount, if
any, by which the amount of clause (a) exceeds the amount of clause (b)(i).
The "Required Subordination Draw Amount" shall be the lesser of (x) the
----------------------------------
Deficiency Amount and (y) the Available Subordinated Amount on the related
Determination Date.
SECTION 4.06. Application of Investor Non-Principal Collections,
--------------------------------------------------
Investment Proceeds and Available Investor Principal Collections. The Servicer
- ----------------------------------------------------------------
shall cause the Trustee to make the following distributions on each Distribution
Date based on the information contained in the Distribution Date Statement.
(a) On each Distribution Date, an amount equal to the sum of Investor
Non-Principal Collections and any Investment Proceeds with respect to such
Distribution Date shall be distributed in the following priority:
(i) first, 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 the Class A Certificateholders on a
prior Distribution Date, plus, but only to the extent permitted under
----
applicable law, the amount of any Class A Additional Interest for such
Distribution Date and any Class A Additional Interest previously due but
not distributed to the Class A Certificateholders on a prior Distribution
Date, shall be distributed to the Class A Certificateholders;
(ii) second, 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 the Class B Certificateholders on a
prior Distribution Date, plus, but only to the extent permitted under
----
applicable law, the amount of any Class B Additional Interest for such
Distribution Date and any Class B Additional Interest previously due but
not distributed to the Class B Certificateholders on a prior Distribution
Date, shall be distributed to the Class B Certificateholders;
(iii) third, an amount equal to the Net Servicing Fee for such
-----
Distribution Date shall be distributed to the Servicer (unless such amount
has been netted against deposits to the Collection Account or waived);
(iv) fourth, an amount equal to the Reserve Fund Deposit Amount, if
------
any, for such Distribution Date shall be deposited in the Reserve Fund;
(v) fifth, an amount equal to the Investor Default Amount, if any,
-----
for such Distribution Date shall be treated as a portion of Available
Investor Principal Collections for such Distribution Date and distributed
as provided in Section 4.06(b), 4.06(c), or 4.06(d) below, as applicable;
25
(vi) sixth, an amount equal to the remainder of the Monthly
-----
Servicing Fee for such Distribution Date, if any, due but not paid the
Servicer shall be paid to the Servicer (unless such amount has been netted
against deposits to the Collection Account or waived);
(vii) seventh, an amount equal to the Class A Carry-Over Amount, if
-------
any, for such Distribution Date, plus the amount of any Class A Carry-Over
----
Amount previously due but not distributed with respect to the Class A
Certificates on a prior Distribution Date, shall be distributed to the
Class A Certificateholders;
(viii) eighth, an amount equal to the Class B Carry-Over Amount, if
------
any, for such Distribution Date, plus the amount of any Class B Carry-Over
----
Amount previously due but not distributed on Class B Certificates on a
prior Distribution Date, shall be distributed to the Class B
Certificateholders; and
(ix) ninth, the balance, if any, shall constitute Excess Servicing
-----
and shall be allocated and distributed as set forth in Section 4.09 hereof.
(b) On each Distribution Date with respect to the Revolving Period,
an amount equal to the Available Investor Principal Collections for such
Distribution Date shall be distributed as follows:
(i) prior to and including the Series 1994-1 Final Payment Date,
the Trustee shall apply such Available Investor Principal Collections
first, if the Pool Balance at the end of the preceding Collection Period is
-----
less than the Required Pool Balance for such Distribution Date (calculated
before giving effect to any deposits to the Excess Funding Account and any
excess funding account for any other Series in their revolving periods to
be made on such Distribution Date), to make a deposit into the Excess
Funding Account in an amount equal to the Excess Funded Amount as of such
Distribution Date minus the amount then on deposit in the Excess Funding
Account (after taking into account any amounts deposited into the Excess
Funding Account pursuant to Section 4.12 of this Supplement), and second,
------
an amount equal to the balance (such balance being part of "Excess
------
Principal Collections"), if any, of such Available Investor Principal
---------------------
Collections shall be applied in accordance with Section 4.04 of the
Agreement.
(ii) after the Series 1994-1 Final Payment Date, the Trustee shall
apply such Available Investor Principal Collections, in accordance with the
written directions of the Servicer, first, to make a deposit into the
-----
Excess Funding Account in an amount equal to the Excess Funded Amount as of
the close of business on the preceding Business Day minus the amount then
on deposit in the Excess Funding Account, and second, an amount equal to
------
the balance (such balance being part of "Excess Principal Collections"), if
----------------------------
any, of such Available Investor Principal Collections shall be applied in
accordance with Section 4.04 of the Agreement.
26
(c) On each Distribution Date with respect to an Early Amortization
Period or an Initial Amortization Period, an amount equal to Available Investor
Principal Collections for such Distribution Date shall be distributed in the
following order of priority:
(i) first, an amount equal to the Monthly Principal for such
-----
Distribution Date will be distributed first to the holders of the Class A
Certificates until the principal amount thereof is reduced to zero, and
then to the holders of the Class B Certificates until the principal amount
thereof is reduced to zero; and
(ii) second, an amount equal to the balance (such balance being
------
part of "Excess Principal Collections"), if any, of such Available Investor
----------------------------
Principal Collections shall be applied in accordance with Section 4.04 of
the Agreement.
(d) On each Distribution Date with respect to the Amortization
Period, an amount equal to Available Investor Principal Collections for such
Distribution Date shall be distributed in the following order of priority:
(i) on each Class A Amortization Date, to the Class A
Certificates, an amount equal to the lesser of (x) the Class A Controlled
Distribution Amount for such date and (y) the Available Investor Principal
Collections for such date until the principal balance of the Class A
Certificates has been reduced to zero;
(ii) on each Distribution Date commencing on the Distribution Date
on which the principal balance of the Class A Certificates has been reduced
to zero, to the Class B Certificates, an amount equal to the lesser of (x)
the outstanding principal balance of the Class B Certificates and (y) the
Available Investor Principal Collections for such date (after giving effect
to any portion thereof distributable to the Class A Certificates pursuant
to clause (i) above);
(iii) an amount equal to the lesser of (x) the Excess Funded Amount
as of the close of business on the preceding Business Day minus the amount
then on deposit in the Excess Funding Account and (y) the Available
Investor Principal Collections for such date (after giving effect to any
portion thereof distributable to the Class A Certificates or the Class B
Certificates pursuant to clauses (i) and (ii) above); and
(iv) an amount equal to the balance including, on each Class A
Amortization Date, Available Investor Principal Collections not used to
make principal distributions on the Class A Certificates pursuant to clause
(i) above (such balance being part of "Excess Principal Collections"), if
----------------------------
any, of such Available Investor Principal Collections shall be applied in
accordance with Section 4.04 of the Agreement.
(e) The distributions to be made pursuant to this Section 4.06 are
subject to the provisions of Section 2.03, Section 9.02, Section 10.01 and
Section 12.02 of the Agreement and Section 8.01 and Section 8.02 of this Series
Supplement.
27
SECTION 4.07. Application of Reserve Fund and Available Subordinated
------------------------------------------------------
Amount.
- ------
(a) If the Investor Non-Principal Collections and Investment Proceeds
on any Distribution Date are not sufficient to make the entire distributions
required on such Distribution Date by clauses (i), (ii), (iii) and (v) of
Section 4.06(a) hereof, the Servicer shall by written instruction cause the
Trustee to withdraw funds from the Reserve Fund to the extent available therein,
and apply such funds to complete the distributions pursuant to clauses (i),
(ii), (iii) and (v) of Section 4.06(a) hereof.
(b) If there is a Deficiency Amount for such Distribution Date, the
Servicer shall, subject to the following paragraph, apply or cause the Trustee
to apply the aggregate amount of Series 1997-1 Available Retained Collections
for the related Collection Period, but only up to the amount of the Required
Subordination Draw Amount, to make up the shortfall in the distributions
required by clauses (i), (ii), (iii) and (v) of Section 4.06(a) hereof that have
not been made through the application of funds from the Reserve Fund in
accordance with subsection (a) of this Section 4.07. Any such Series 1997-1
Available Retained Collections remaining after the application thereof pursuant
to the preceding sentence shall be treated as a portion of Available Investor
Principal Collections for such Distribution Date, but only up to the amount of
unpaid Adjustment Payments allocated to the Certificates as described in Section
4.05(a)(vi) hereof. The Holder of the BCRC Certificate may elect to increase
the Available Subordinated Amount, up to a maximum aggregate increase equal to
1% of the Initial Principal Amount in order to avoid the occurrence of an Early
Amortization Event pursuant to Section 6.01(a) hereof.
Prior to the Series 1994-1 Final Payment Date, if for such
Distribution Date the sum of the Required Subordination Draw Amount and the
aggregate of the required subordination draw amounts for all other Series
outstanding exceeds the Available Retained Collections on deposit in the
Collection Account on such Distribution Date, then such Available Retained
Collections shall be allocated to such Series (including the Certificates) pro
---
rata on the basis of such required subordination draw amounts (including the
- ----
Required Subordination Draw Amount).
(c) After giving effect to the allocations of, distributions from,
and deposits to, the Reserve Fund made pursuant to Section 4.01A(c), Section
4.04 and Section 4.06(a) hereof and subsections (a) and (d) of this Section
4.07, (i) if the amount in the Reserve Fund is greater than the Reserve Fund
Required Amount (or, for any Distribution Date with respect to an Early
Amortization Period, the Excess Reserve Fund Required Amount) for such
Distribution Date, then the Servicer shall direct the Trustee in writing to
withdraw and distribute such excess amount (or otherwise make such amount
available) to the Holder of the BCRC Certificate and (ii) if the amount in the
Reserve Fund is less than such Reserve Fund Required Amount, then the Trustee
shall, subject to the following paragraph, transfer to the Eligible Institution
holding the Reserve Fund any remaining Series 1997-1 Available Retained
Collections (to the extent of the Available Subordinated Amount) for the related
Collection Period for deposit into the Reserve Fund until the amount in the
Reserve Fund is equal to such Reserve Fund Required Amount. If the outstanding
principal balance of the Certificates
28
is greater than zero on the Series 1997-1 Termination Date, any funds in the
Reserve Fund will be treated as Available Investor Principal Collections for the
Distribution Date occurring on the Series 1997-1 Termination Date. Upon payment
in full of the outstanding principal balance of the Certificates, any funds
remaining on deposit in the Reserve Fund shall be paid (or made available) to
the Holder(s) of the BCRC Certificate and any Supplemental Certificate(s), pro
---
rata in accordance with the respective percentage interests thereof.
- ----
Prior to the Series 1994-1 Final Payment Date, if for such
Distribution Date the sum of the amount required to be deposited into the
Reserve Fund and the aggregate of the amounts required to be deposited into the
reserve funds for all other Series outstanding exceeds the Available Retained
Collections that remain available to make such deposits on such Distribution
Date, then such remaining Available Retained Collections shall be allocated to
such Series (including the Certificates) pro rata on the basis of the amounts
--- ----
required to be deposited in each such reserve fund (including the Reserve Fund).
(d) If, for any Distribution Date with respect to an Early
Amortization Period, after giving effect to the allocations of, distributions
from, and deposits in, the Reserve Fund made pursuant to Section 4.01A(c),
Section 4.04 and Section 4.06(a) hereof and subsection (a) of this Section 4.07,
the amount in the Reserve Fund is less than the Excess Reserve Fund Required
Amount for such Distribution Date, the Trustee shall, subject to the following
paragraph, deposit any remaining Series 1997-1 Available Retained Collections
(to the extent of the Available Subordinated Amount) for the related Collection
Period into the Reserve Fund until the amount in the Reserve Fund is equal to
such Excess Reserve Fund Required Amount.
Prior to the Series 1994-1 Final Payment Date, if for any Distribution
Date the sum of the amount required to be deposited into the Reserve Fund to
fund the Excess Reserve Fund Required Amount and the aggregate of the amounts
required to be deposited into the reserve funds for all other Series outstanding
to fund the excess reserve fund required amounts for such Series exceeds the
remaining Available Retained Collections available to make such deposits for
such Distribution Date, then such remaining Available Retained Collections shall
be allocated to such Series (including the Certificates) pro rata on the basis
--- ----
of such amounts required to be deposited in each such reserve fund (including
the Reserve Fund) to fund the excess reserve fund required amount.
(e) The balance of the Series 1997-1 Available Retained Collections
for the related Collection Period on any Distribution Date, after giving effect
to any distributions thereof pursuant to subsections (b), (c) and (d) of this
Section 4.07 and the distributions in respect of other Series referred to in
subsections (b), (c) and (d) of this Section 4.07, shall be distributed to the
Holder(s) of the BCRC and any Supplemental Certificate(s), pro rata in
--- ----
accordance with the respective percentage interests thereof, on such
Distribution Date.
SECTION 4.08. Investor Charge-Offs. If, on any Distribution Date on
--------------------
which the Available Subordinated Amount (after giving effect to the allocations,
distributions, withdrawals and deposits to be made on such Distribution Date) is
zero and the Deficiency Amount for such Distribution Date is greater than zero,
the Invested Amount shall be
29
reduced by the excess of such Deficiency Amount over any remaining Available
Subordinated Amount on the related Determination Date, but not by more than the
Investor Default Amount for such Distribution Date (an "Investor Charge-Off").
-------------------
Investor Charge-Offs shall thereafter be reimbursed (but not by an amount in
excess of the aggregate unreimbursed Investor Charge-Offs) on any Distribution
Date by the sum of (a) Allocable Miscellaneous Payments with respect to such
Distribution Date and (b) the amount of Excess Servicing allocated and available
for that purpose pursuant to Section 4.09(a) hereof.
SECTION 4.09. Excess Servicing. The Servicer shall by written
----------------
instruction cause the Trustee to apply to the extent not already so distributed,
on each Distribution Date, Excess Servicing with respect to the Collection
Period immediately preceding such Distribution Date, to make the following
distributions in the following priority:
(a) an amount equal to the aggregate amount of Investor Charge-Offs
which have not been previously reimbursed as provided in Section 4.08 hereof
(after giving effect to the allocation on such Distribution Date of any amount
for that purpose pursuant to Section 4.08(a) hereof) shall be treated as a
portion of Available Investor Principal Collections with respect to such
Distribution Date;
(b) an amount equal to the aggregate outstanding amounts of any
Monthly Servicing Fees which have been previously waived pursuant to Section
3.01 hereof and which have not been previously paid pursuant to this Section
4.09(b) shall be distributed to the Servicer; and
(c) the balance, if any, shall be distributed (or otherwise made
available) to the Holder(s) of the BCRC Certificate and any Supplemental
Certificate(s), pro rata in accordance with the respective percentage interests
--- ----
thereof.
SECTION 4.10. Principal Collections.
---------------------
(a) The "Series 1997-1 Excess Principal Collections," with respect to
------------------------------------------
any Distribution Date, shall mean Excess Principal Collections for such
Distribution Date in an amount equal to the lesser of (a) the Series 1997-1
Principal Shortfall, if any, for such Distribution Date and (b) an amount equal
to the product of (x) Excess Principal Collections for all Series for such
Distribution Date and (y) a fraction, the numerator of which is the Series 1997-
1 Principal Shortfall for such Distribution Date and the denominator of which is
the aggregate amount of Principal Shortfalls for all Series for such
Distribution Date.
(b) The "Series 1997-1 Principal Shortfall" for:
---------------------------------
(x) any Class A Amortization Date (except as provided under
clause (z) of this Section 4.10(b)) shall equal the excess of (i) the
Class A Controlled Distribution Amount over (ii) Available Investor
Principal Collections for such Class A Amortization Date);
30
(y) any Distribution Date with respect to an Early
Amortization Period or an Initial Amortization Period (except as
provided under clause (z) of this Section 4.10(b)) shall equal the
excess, if any, of (i) the Invested Amount (plus, in the case of the
first Distribution Date following the end of the Collection Period in
which an Early Amortization Period or an Initial Amortization Period
shall have commenced, any amounts on deposit in the Excess Funding
Account at the end of the Revolving Period) over (ii) Available
Investor Principal Collections for such Distribution Date; and
(z) any Distribution Date commencing on the Distribution Date
on which the principal balance of the Class A Certificates shall have
been reduced to zero, the excess of (i) the outstanding principal
balance of the Class B Certificates on such date over (ii) Available
Investor Principal Collections for such date (excluding any portion
thereof distributable in respect of the Class A Certificates).
SECTION 4.11. Excess Funding Account.
----------------------
(a) Any funds on deposit in the Excess Funding Account upon the
occurrence of an Early Amortization Event or the giving of notice that BCI has
elected not to extend the Initial Principal Payment Date will be deposited in
the Collection Account for application as Available Investor Principal
Collections. In addition, no funds will be deposited in the Excess Funding
Account during any Early Amortization Period or any Initial Amortization Period.
(b) The provisions of this Section 4.11(b) shall apply only prior to
----------------------------------------------------------------
and including the Series 1994-1 Final Payment Date. If (i) on any Determination
- --------------------------------------------------
Date during the Revolving Period there are any funds in the Excess Funding
Account, (ii) the Pool Balance at the end of the preceding Collection Period is
greater than the Pool Balance at the end of the second preceding Collection
Period and (iii) the Pool Balance at the end of the preceding Collection Period
is greater than the Required Pool Balance as of such Determination Date, then,
subject to the other provisions of this Section 4.11(b) and to subsections (d)
and (e) of this Section 4.11, the Adjusted Invested Amount and the adjusted
invested amounts (but, in each case, not in excess of the initial principal
amount of such Series) for all other outstanding Series that provide for an
excess funding account or similar arrangement and are in their revolving periods
shall be increased such that, after giving effect to such increases, the
Required Pool Balance is equal to the Pool Balance. On such Determination Date
the Servicer shall notify the Trustee in writing of the amount, if any, of such
increase in the Adjusted Invested Amount and the Trustee shall withdraw from the
Excess Funding Account and pay (or otherwise make available) to the Holder(s) of
the BCRC Certificate and any Supplemental Certificate(s), pro rata in accordance
--- ----
with the respective percentage interests thereof, or allocate to one or more
other Series which are in amortization, early amortization or accumulation
periods, on the immediately succeeding Distribution Date, an amount equal to the
amount of such increase in the Adjusted Invested Amount. Such payment to the
Holder(s) of the BCRC Certificate and any Supplemental Certificate(s) shall be
in payment or partial payment pursuant to the Receivables Purchase Agreement for
additional Principal
31
Receivables transferred to the Trust or allocated to the Certificates. To the
extent that the Adjusted Invested Amount is increased by any payment to the
Holder(s) of the BCRC Certificate and any Supplemental Certificate(s) or any
allocation to one or more other Series which are in amortization, early
amortization or accumulation periods, the Retained Participation Amount or such
other Series' invested amount, as applicable, shall be reduced by the amount of
such payment.
(c) The provisions of this Section 4.11 (c) shall apply only after
--------------------------------------------------------------
the Series 1994-1 Final Payment Date. If (i) on any Business Day during the
- ------------------------------------
Revolving Period or the Amortization Period there are any funds in the Excess
Funding Account and (ii) the Pool Balance at the end of the preceding Business
Day was greater than the Required Pool Balance at the end of such Business Day,
then, subject to the other provisions of this Section 4.11(c) and to subsections
(d) and (e) of this Section 4.11, the Adjusted Invested Amount and the adjusted
invested amounts (but, in each case, not in excess of the initial principal
amount of such Series) for all other outstanding Series that provide for an
excess funding account or similar arrangement and are in their revolving periods
or, if applicable, their amortization periods shall be increased such that,
after giving effect to such increases, the Required Pool Balance is equal to the
Pool Balance. On each such Business Day the Servicer shall notify the Trustee
in writing of the amount, if any, of such increase in the Adjusted Invested
Amount and the Trustee shall withdraw from the Excess Funding Account and pay
(or otherwise make available) to the Holder(s) of the BCRC Certificate and any
Supplemental Certificate(s), pro rata in accordance with the respective
--- ----
percentage interests thereof, or allocate to one or more other Series which are
in amortization, early amortization or accumulation periods, on such Business
Day, an amount equal to the amount of such increase in the Adjusted Invested
Amount. Such payment to the Holder(s) of the BCRC Certificate and any
Supplemental Certificate(s) shall be in payment or partial payment pursuant to
the Receivables Purchase Agreement for additional Principal Receivables
transferred to the Trust or allocated to the Certificates. To the extent that
the Adjusted Invested Amount is increased by any payment to the Holder(s) of the
BCRC Certificate and any Supplemental Certificate(s) or any allocation to one or
more other Series which are in amortization, early amortization or accumulation
periods, the Retained Participation Amount or such other Series' adjusted
invested amount, as applicable, shall be reduced by the amount of such payment.
(d) In the event that other Series issued by the Trust provide for
excess funding accounts or other arrangements similar to the Excess Funding
Account involving fluctuating levels of investments in Principal Receivables,
the allocation of additional Principal Receivables to increase the Adjusted
Invested Amount and the adjusted invested amounts of such other Series (and the
related withdrawals from the Excess Funding Account and the other excess funding
accounts or similar accounts) will be based on the proportion that the amount on
deposit in the Excess Funding Account bears to amounts on deposit in the excess
funding accounts (including the Excess Funding Account) of all Series providing
for excess funding accounts or such similar arrangements or to amounts otherwise
similarly available.
(e) In the event that any other Series is in an amortization period,
early amortization period or accumulation period, the amounts of any withdrawals
from the Excess
32
Funding Account shall be applied first to satisfy in full any then applicable
-----
funding or payment requirements of such Series and second to make a payment to
------
the Holder(s) of the BCRC Certificate and any Supplemental Certificate(s). In
the event that more than one other Series is in an amortization period, early
amortization period or accumulation period, the amounts of any withdrawals from
the Excess Funding Account shall be allocated (and, if necessary, reallocated)
among such Series as specified in the related Series Supplement, to meet the
funding or payment requirements of each such Series first to satisfy in full all
then applicable funding or payment requirements of each such Series and second
to make a payment to the Holder(s) of the BCRC Certificate and any Supplemental
Certificate(s).
SECTION 4.12. Initial Principal Payment Date. The Initial Principal
------------------------------
Payment Date will be successively and automatically extended to the next
Distribution Date unless the Servicer elects not to so extend the Initial
Payment Date and provided that the Initial Principal Payment Date shall not be
extended beyond the Class A Expected Final Payment Date. The Servicer shall
effect an election not to extend the Initial Principal Payment Date by
delivering a written notice (the "Notice Not to Extend") to the Trustee stating
that BCI elects, effective as of a Distribution Date stated in the notice (the
"Effective Distribution Date"), that the Initial Principal Payment Date not be
extended beyond such Effective Distribution Date. To be effective, the Notice
Not to Extend shall be delivered to the Trustee not later than the Distribution
Date immediately preceding the Effective Distribution Date.
Upon receipt by the Trustee of the Notice Not to Extend, the Trustee shall
give notice of such election by mailing a copy of such Notice Not to Extend to
each Certificateholder, BCRC and the Rating Agencies. If the Trustee receives
the Notice of Election Not to Extend on or before the Distribution Date in the
calendar month prior to the Effective Distribution Date, the Trustee shall mail
copies of such notice as described in the preceding sentence not earlier than
the first day of the Collection Period preceding the Collection Period in which
the Effective Distribution Date will occur and not later than the fifth Business
Day following the Distribution Date immediately preceding the Effective
Distribution Date.
ARTICLE V
Distributions and Reports to
----------------------------
Series 1997-1 Certificateholders
--------------------------------
SECTION 5.01. Distributions. On each Distribution Date, the Trustee
-------------
shall distribute to the Certificateholders of record on the preceding Record
Date (other than as provided in Section 12.02 of the Agreement respecting a
final distribution) the amounts required to be distributed thereon pursuant to
Article IV hereof. Except as provided in Section 12.02 of the Agreement with
respect to a final distribution, distributions to Certificateholders hereunder
shall be made by wire transfer in immediately available funds.
33
SECTION 5.02. Reports and Statements to Certificateholders.
--------------------------------------------
(a) At least four (4) Business Days prior to each Distribution Date,
the Servicer will provide to the Trustee statements, substantially in the form
of Exhibit C hereto (each, a "Distribution Date Statement"), and on each
---------------------------
Distribution Date, the Trustee shall forward to the Certificateholders such
Distribution Date Statement setting forth certain information relating to the
Trust and the Certificates.
(b) On each Distribution Date, a copy of each Distribution Date
Statement provided pursuant to subsection (a) of this Section 5.02 will be
forwarded (or caused to be forwarded) by the Trustee to each Certificateholder.
(c) On or before January 31 of each calendar year, beginning with
January 31, 1998, the Trustee shall furnish or cause to be furnished to each
Person who at any time during the preceding calendar year was a
Certificateholder, a statement prepared by the Servicer containing the
information which is required to be contained in the statement to
Certificateholders as set forth in paragraph (a) above, aggregated for such
calendar year or the applicable portion thereof during which such Person was a
Certificateholder, together with other information as is required to be provided
by an issuer of indebtedness under the Internal Revenue Code and such other
customary information as is necessary to enable the Certificateholders to
prepare their tax returns. Such obligation of the Trustee shall be deemed to
have been satisfied to the extent that substantially comparable information
shall be provided by the Trustee pursuant to any requirements of the Internal
Revenue Code as from time to time in effect. In addition, the Trustee shall
from time to time furnish to each Certificateholder information furnished by the
Servicer regarding material changes in the servicing or crediting procedures
required under this Agreement.
ARTICLE VI
Early Amortization Events
-------------------------
SECTION 6.01. Additional Early Amortization Events. The occurrence
------------------------------------
of any of the following events shall, immediately upon the occurrence thereof
without notice or other action on the part of the Trustee or the Holders of the
Certificates, be deemed to be an "Early Amortization Event" solely with respect
------------------------
to the Certificates:
(a) on any Distribution Date, the Available Subordinated Amount shall
be less than the Required Subordinated Amount (after giving effect to the
distributions to be made on such Distribution Date); or
(b) on any Distribution Date, the balance of the Reserve Fund is less
than the Reserve Fund Required Amount, in each case after giving effect to all
deposits and distributions on such Distribution Date; or
(c) any Servicer Default occurs; or
34
(d) any Class A Carry-Over Amount or Class B Carry-Over Amount is
outstanding on six consecutive Distribution Dates; or
(e) the ratio (expressed as a percentage) of (x) the average for each
month of the net losses on the Receivables in the Pool (i.e., gross losses less
Recoveries on any Receivables (including, without limitation, recoveries from
Collateral Security in addition to the products financed by the Receivables,
recoveries from manufacturers, distributors or importers and Insurance
Proceeds)) during any three (3) consecutive calendar months to (y) the average
of the month-end Pool Balances for such three-month period, exceeds 5% on an
annualized basis; provided, however, that this clause (e) may be revised or
-------- -------
waived without the consent of the Certificateholders and no such revision or
waiver shall be deemed an amendment of the terms hereof, but shall be a revision
or waiver made in accordance with the terms hereof if, prior to each such
revision or waiver, the Rating Agency Condition is satisfied; or
(f) the average Monthly Payment Rate (x) with respect to the three
(3) Collection Periods included in the period from January through March of any
calendar year is less than 12.0% and (y) with respect to any other three (3)
consecutive Collection Periods is less than 14.0%; provided, however, that this
-------- -------
clause (f) may be revised or waived without the consent of the
Certificateholders and no such revision or waiver shall be deemed an amendment
of the terms hereof, but shall be a revision or waiver made in accordance with
the terms hereof if, prior to each such reversion or waiver, the Rating Agency
Condition is satisfied; or
(g) the failure to pay the outstanding principal balance of the Class
A Certificates on the Class A Expected Final Payment Date or the failure to pay
the outstanding principal balance of the Class B Certificates on the Class B
Expected Payment Date; or
(h) the sum of all Eligible Investments and amounts on deposit in the
Excess Funding Account and excess funding accounts for all other Series
represents more than 50% of the total assets of the Trust on each of six or more
consecutive Distribution Dates, after giving effect to all payments made or to
be made on such Distribution Dates; and
(i) either (x) at any time during the period from and including the
Closing Date through May 31, 1998, more than 10% of the aggregate principal
amount of Domestic Inventory Receivables that were included in the Pool Balance
on the Closing Date and are then owned by the Trust have not been paid in full
within 491 days following the date of origination thereof or (y) at any time
during any four month period commencing June 1, October 1 and February 1 of each
year (each, an "Origination Period"), more than 10% of the aggregate principal
------------------
amount of Domestic Inventory Receivables that were originated and transferred to
the trust during the four month period commencing sixteen months prior to such
Origination Period and are then owned by the Trust have not been paid in full
within 491 days following the date of origination thereof.
35
ARTICLE VII
Optional Repurchase
-------------------
SECTION 7.01. Optional Repurchase.
-------------------
(a) On any Distribution Date occurring on or after the date on which
the Invested Amount is reduced to 10% or less of the aggregate principal amount
of the Certificates on the Closing Date, the Depositor shall have the option,
subject to the condition set forth in subsection (c) of this Section 7.01, to
purchase the entire amount of, but not less than the entire amount of, the
Certificates, at a purchase price equal to the Reassignment Amount for such
Distribution Date.
(b) The Depositor shall give the Servicer and the Trustee at least
ten (10) days' prior written notice of the Distribution Date on which the
Depositor intends to exercise such purchase option. On the Business Day
immediately prior to such Distribution Date the Depositor 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.
The Reassignment Amount shall be distributed as set forth in Section 8.01(b)
hereof.
(c) If at the time the Depositor exercises its purchase option
hereunder the Depositor's long-term unsecured debt has a rating lower than the
lowest investment grade rating of the Rating Agency, the Depositor shall deliver
to the Trustee on such Distribution Date an Opinion of Counsel (which must be an
independent outside counsel) to the effect that, in reliance on certain
certificates to the effect that the Certificates purchased by the Depositor
constitute fair value for the consideration paid therefor and as to the solvency
of the Depositor, the purchase of the Certificates would not be considered a
fraudulent conveyance under applicable law.
ARTICLE VIII
Final Distributions
-------------------
SECTION 8.01. Sale of Certificates Pursuant to Section 2.03 of the
----------------------------------------------------
Agreement; Distributions Pursuant to Section 7.01 of this Series Supplement or
- ------------------------------------------------------------------------------
Section 2.03 or 12.02(c) of the Agreement.
- -----------------------------------------
(a) The amount to be paid by the Depositor to the Collection Account
with respect to the Certificates in connection with a purchase of the
Certificates pursuant to Section 2.03 of the Agreement shall equal the
Reassignment Amount for the Distribution Date on which such repurchase occurs.
(b) With respect to the Reassignment Amount deposited into the
Collection Account pursuant to Section 7.01 of this Series Supplement or Section
2.03 of the Agreement
36
or any Termination Proceeds deposited into the Collection Account pursuant to
Section 12.02(c) of the Agreement, the Trustee shall, not later than 12:00 noon,
New York City time, on the Distribution Date (or, if such date is not a
Distribution Date, on the immediately following Distribution Date) apply such
amounts in the following priority: (i) deposit the Reassignment Amount on such
date, into the Collection Account and (ii) pay the remainder of any Termination
Proceeds to the Holder(s) of the BCRC Certificate and any Supplemental
Certificate(s), pro rata in accordance with the respective percentage interests
--- ----
thereof.
(c) Notwithstanding anything to the contrary in this Series
Supplement or the Agreement, the entire amount deposited in the Collection
Account pursuant to Section 7.01 of this Series Supplement and Section 2.03 of
the Agreement and all other amounts on deposit therein shall be distributed in
full on the Certificates (up to the remaining outstanding principal amount
thereof together with all accrued and unpaid interest thereon) on such date and
any distribution made pursuant to paragraph (b) above shall be deemed to be a
final distribution pursuant to Section 12.02 of the Agreement with respect to
the Certificates.
SECTION 8.02. Distribution of Proceeds of Sale, Disposition or
------------------------------------------------
Liquidation of the Receivables Pursuant to Section 9.02 of the Agreement.
- ------------------------------------------------------------------------
(a) Not later than 12:00 noon, New York City time, on the
Distribution Date following the date on which the Trust Liquidation Proceeds are
deposited into the Collection Account pursuant to Section 9.02(b) of the
Agreement, the Trustee at the written direction of the Servicer shall first (in
each case, after giving effect to any deposits and distributions otherwise to be
made on such Distribution Date) deduct an amount equal to the Invested Amount on
such Distribution Date from the portion of the Trust Liquidation Proceeds
allocated to the Series 1997-1 Certificates and distribute such amount first to
Holders of Class A Certificates until the principal balance is reduced to zero
and the remainder to Holders of Class B Certificates up to the principal balance
thereof; provided that the amount of such distribution shall not exceed the
--------
product of Trust Liquidation Proceeds allocated to Principal Receivables and the
Principal Allocation Percentage (calculated without taking into account the Pre-
Allocated Invested Amount). The remainder of the portion of the Trust
Liquidation Proceeds allocated to the Principal Receivables shall be allocated
as provided in Section 9.02(b) of the Agreement.
(b) Not later than 12:00 noon, New York City time, on such
Distribution Date, the Trustee shall first (in each case, after giving effect to
any deposits and distributions otherwise to be made on such Distribution Date)
deduct an amount equal to the sum of (i) Monthly Interest for such Distribution
Date, (ii) any Monthly Interest previously due but not distributed on the
Certificates on any prior Distribution Date, (iii) the amount of Additional
Interest, if any, for such Distribution Date and any Additional Interest
previously due but not distributed on the Certificates on a prior Distribution
Date, and (iv) any Class A Carry-Over Amount and any Class B Carry-Over Amount
for such Distribution Date and any Class A Carry-Over Amount and any Class B
Carry-Over Amount previously due but not distributed to the Certificateholders
on a prior Distribution Date, from the portion of the Trust Liquidation Proceeds
allocated to Series 1997-1 and distribute such amount first to Class A
Certificates to the extent of such due and unpaid amounts and then to Class B
Certificates to
37
the extent of such due and unpaid amounts provided that the amount of such
--------
distribution shall not exceed the product of Trust Liquidation Proceeds
allocated to Non-Principal Receivables and the Principal Allocation Percentage
(calculated without taking into account the Pre-Allocated Invested Amount). The
remainder of the portion of the Trust Liquidation Proceeds allocated to Non-
Principal Receivables shall be allocated as provided in Section 9.02(b) of the
Agreement.
(c) Notwithstanding anything to the contrary in this Series
Supplement or the Agreement, any distribution made pursuant to this Section 8.02
shall be deemed to be a final distribution pursuant to Section 12.02 of the
Agreement with respect to the Certificates.
ARTICLE IX
Miscellaneous Provisions
------------------------
SECTION 9.01. Ratification of Agreement. As supplemented by this
-------------------------
Series Supplement, the Agreement is in all respects ratified and confirmed and
the Agreement as so supplemented by this Series Supplement shall be read, taken
and construed as one and the same instrument.
SECTION 9.02. Counterparts. This Series 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 together shall constitute
one and the same instrument.
SECTION 9.03. GOVERNING LAW. THIS SERIES SUPPLEMENT SHALL BE
-------------
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
38
IN WITNESS WHEREOF, the Depositor, the Servicer and the Trustee have
caused this Series Supplement to be duly executed by their respective officers
as of the day and year first above written.
BOMBARDIER CREDIT RECEIVABLES
CORPORATION, as Depositor,
By:
-------------------------------
Name:
-------------------------
Title:
------------------------
By:
-------------------------------
Name:
-------------------------
Title:
------------------------
BOMBARDIER CAPITAL INC., as Servicer,
By:
-------------------------------
Name:
-------------------------
Title:
------------------------
By:
-------------------------------
Name:
-------------------------
Title:
------------------------
BANKERS TRUST COMPANY, as Trustee,
By:
-------------------------------
Name:
-------------------------
Title:
------------------------
39
EXHIBIT A
FORM OF FACE OF CLASS A CERTIFICATE
Initial
REGISTERED Principal Amount:
$_________________
Certificate No. A-[____]
BOMBARDIER RECEIVABLES MASTER TRUST
SERIES 1997-1
__________
FLOATING RATE ASSET BACKED CERTIFICATES
evidencing a fractional undivided interest in certain
assets of the
BOMBARDIER RECEIVABLES MASTER TRUST I
the corpus of which consists primarily of a pool of receivables (the
"Receivables") generated from time to time in the ordinary course of business in
a portfolio of revolving financing arrangements entered into by Bombardier
Capital Inc. ("BCI") or an Affiliate of BCI with certain dealers located in the
United States to finance such dealers' consumer, recreational and commercial
product inventory and the corpus of which may in the future consist of
Receivables arising from extensions of credit made by BCI or an Affiliate of BCI
or by other lenders and acquired by BCI or an Affiliate of BCI which extension
of credit was made to a dealer to finance such dealer's working capital needs or
to a manufacturer or distributor to finance manufacturing, production or
inventory of consumer, recreational or commercial products. This certificate (a
"Certificate") does not represent any interest in, or obligation of, Bombardier
Credit Receivables Corporation ("BCRC") or any Affiliate thereof.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement referred to on
the reverse side hereof or be valid for any purpose.
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed on behalf of the Trust.
BOMBARDIER RECEIVABLES MASTER
TRUST I
By: BANKERS TRUST COMPANY, not in its individual
capacity but solely as Trustee on behalf of
the Trust
By: ________________________
Authorized Officer
Dated: __________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates described in the within-mentioned Pooling and
Servicing Agreement.
BANKERS TRUST COMPANY,
as Trustee,
by ________________________
Authorized Officer
A-2
FORM OF THE REVERSE OF CLASS A CERTIFICATE
This certifies that ____________________ (the "Holder"), is the
registered owner of a fractional undivided interest in certain assets of the
BOMBARDIER RECEIVABLES MASTER TRUST I (the "Trust") created pursuant to a
Pooling and Servicing Agreement (the "P&S") dated as of January 1, 1994, as
supplemented by the Series 1997-1 Supplement dated as of January 1, 1997 (the
"Series Supplement") and the Variable Funding Supplement dated as of January 1,
1994 (the "Variable Funding Supplement") and as amended by Amendment Number 1
dated as of January 1, 1997 (the "P&S Amendment"), each of such documents among
Bombardier Capital Inc., as Servicer, Bombardier Credit Receivables Corporation,
as Depositor, and BANKERS TRUST COMPANY, as trustee (the "Trustee"), that are
allocated to the interest represented by Class A Certificates pursuant to the
P&S and the Series Supplement. The P&S, the Series Supplement, the P&S
Amendment and the Variable Funding Supplement are hereinafter collectively
referred to as the Pooling and Servicing Agreement. The corpus of the Trust
will include (a) certain Receivables existing under the Accounts at the close of
business on January 1, 1994 (the "Initial Cut-off Date"), certain Receivables
generated under the Accounts from time to time thereafter, as well as certain
Receivables generated in those Accounts which have been added to the Trust since
the Initial Cut-Off Date and any Accounts added to the Trust from time to time
hereafter, (b) all funds collected or to be collected in respect of such
Receivables, (c) all funds on deposit in certain accounts of the Trust, (d) an
assignment of BCRC's rights, as purchaser, under the Receivables Purchase
Agreement, and (e) an assignment of a security interest, if any, in certain
consumer, recreational and commercial products financed by the Receivables
securing the Receivables. Prior to the issuance of the Certificates, two Series
of Investor Certificates have been issued pursuant to the Pooling and Servicing
Agreement, and the Class B Certificates will be issued simultaneously with the
Certificates. Additional Series of Investor Certificates may be issued in the
future. In addition, the Variable Funding Certificate and the BCRC Certificate
have been issued and Supplemental Certificates may be issued in the future. The
Variable Funding Certificate, the BCRC Certificate and any Supplemental
Certificates will represent interests in the Trust Assets not represented by the
Certificates or the Class B Certificates or other Series of Investor
Certificates.
The Receivables consist of advances made directly or indirectly by BCI
or an Affiliate of BCI to consumer, recreational and commercial products dealers
located in the United States and may in the future consist of extensions of
credit made by BCI or Affiliates of BCI to dealers, manufacturers and/or
distributors to finance working capital needs or the manufacturing, production
or inventory of consumer, recreational or commercial products.
Subject to the terms and conditions of the Pooling and Servicing
Agreement, the Depositor may from time to time direct the Trustee, on behalf of
the Trust, to issue one or more new Series, which will represent fractional
undivided interests in certain of the Trust Assets.
This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement to which, as
amended and supplemented from time to time, the Holder by virtue of the
acceptance hereof assents and is bound. In
A-3
addition, the Holder, by virtue of the acceptance hereof, consents to those
amendments to the P&S contained in the P&S Amendment. Although a summary of
certain provisions of the Pooling and Servicing Agreement is set forth below,
this Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to the Pooling and Servicing Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and obligations of
the Trustee. A copy of the Pooling and Servicing Agreement (without schedules)
may be requested from the Trustee by writing to the Trustee at Four Albany
Street, New York, New York 10006, Attention: Corporate Trust & Agency Group,
Structured Finance Team. To the extent not defined herein, the capitalized
terms used herein have the meanings ascribed to them in the Pooling and
Servicing Agreement.
The Depositor has entered into the Pooling and Servicing Agreement and
the Certificates have been (or will be) issued with the intention that the
Certificates will qualify under applicable tax law as indebtedness of the
Depositor secured by the Receivables. The Depositor and each Holder, by the
acceptance of its Certificate, agrees to treat the Certificates as indebtedness
of the Depositor secured by the Receivables for Federal income taxes, state and
local income and franchise taxes and any other taxes imposed on or measured by
income.
On each Distribution Date, the Trustee shall distribute on behalf of
the Trust to each Holder of record at the close of business on the last day of
the month preceding the month in which such Distribution Date occurs (each a
"Record Date") such Holder's pro rata share (based on the aggregate fractional
--- ----
undivided interest represented by the Certificates held by such Holder, except
as otherwise provided in the Pooling and Servicing Agreement) of such amounts on
deposit in the Collection Account or the Series 1997-1 Accounts as are payable
in respect of such Certificate pursuant to the Pooling and Servicing Agreement.
Distributions with respect to this Certificate will be made by the Trustee by
wire transfer in immediately available funds (except for the final distribution
in respect of this Certificate). Final payment of this Certificate will be made
only upon presentation and surrender of this Certificate at the office or agency
specified in the notice of final distribution delivered by the Trustee to the
Certificateholder in accordance with the Pooling and Servicing Agreement.
On any Distribution Date occurring on or after the date on which the
Invested Amount is reduced to 10% or less of the aggregate original principal
amount of the Certificates and the Class B Certificates, the Depositor has the
option, subject to the condition set forth in Section 7.01(c) of the Series
Supplement, to purchase the entire interest in the Trust represented by the
Certificates and the Class B Certificates. The purchase price will be equal to
the Reassignment Amount (as defined in the Series Supplement).
This Certificate does not represent an obligation of, or an interest
in BCI, BCRC or any Affiliate of any of them and is not insured or guaranteed by
any governmental agency or instrumentality. This 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 herein and in the
Pooling and Servicing Agreement and the right to share in the distribution of
Collections is subordinated to the rights of the holders of the Class A
Certificates.
A-4
The Pooling and Servicing Agreement may be amended from time to time
in accordance with Section 13.01 of the P&S.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register of the Trustee upon surrender of this
Certificate for registration of transfer at the office or agency of the Transfer
Agent and Registrar in New York City, accompanied by a written instrument of
transfer in form satisfactory to the Trustee or the Transfer Agent and Registrar
duly executed by the Holder hereof or such Holder's attorney duly authorized,
and thereupon one or more new Certificates of authorized denominations
evidencing the same aggregate fractional undivided interest will be issued to
the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class evidencing like aggregate fractional undivided
interests as requested by the Holder surrendering such Certificates. No service
charge may be imposed for any such exchange but the 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 Depositor, the Servicer, the Trustee, the Transfer Agent and
Registrar and any agent of any of them, may treat the person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Depositor, the Servicer nor the Trustee, 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 Pooling and Servicing Agreement.
A-5
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:
_____________________
____________________
/*/ NOTE: The signature to this assignment must correspond with the name of
the registered owner as it appears on the reverse of the within Certificate in
every particular, without alteration, enlargement or any change whatsoever.
A-6
EXHIBIT B
FORM OF FACE OF CLASS B CERTIFICATE
Initial
REGISTERED Principal Amount:
$_________________
Certificate No. B-[____]
BOMBARDIER RECEIVABLES MASTER TRUST
SERIES 1997-1
__________
____% FLOATING RATE ASSET BACKED CERTIFICATES
evidencing a fractional undivided interest in certain
assets of the
BOMBARDIER RECEIVABLES MASTER TRUST I
the corpus of which consists primarily of a pool of receivables (the
"Receivables") generated from time to time in the ordinary course of business in
a portfolio of revolving financing arrangements entered into by Bombardier
Capital Inc. ("BCI") or an Affiliate of BCI with certain dealers located in the
United States to finance such dealers' consumer, recreational and commercial
product inventory and the corpus of which may in the future consist of
Receivables arising from extensions of credit made by BCI or an Affiliate of BCI
or by other lenders and acquired by BCI or an Affiliate of BCI which extension
of credit was made to a dealer to finance such dealer's working capital needs or
to a manufacturer or distributor to finance manufacturing, production or
inventory of consumer, recreational or commercial products. This certificate (a
"Certificate") does not represent any interest in, or obligation of, Bombardier
Credit Receivables Corporation ("BCRC") or any Affiliate thereof.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement referred to on
the reverse side hereof or be valid for any purpose.
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed on behalf of the Trust.
BOMBARDIER RECEIVABLES MASTER TRUST I
By: BANKERS TRUST COMPANY, not in its individual
capacity but solely as Trustee on behalf of the
Trust
By: ________________________
Authorized Officer
Dated: ____________________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates described in the within-mentioned Pooling and
Servicing Agreement.
BANKERS TRUST COMPANY,
as Trustee,
by ________________________
Authorized Officer
B-2
FORM OF THE REVERSE OF CLASS B CERTIFICATE
This certifies that ____________________ (the "Holder"), is the
registered owner of a fractional undivided interest in certain assets of the
BOMBARDIER RECEIVABLES MASTER TRUST I (the "Trust") created pursuant to a
Pooling and Servicing Agreement (the "P&S") dated as of January 1, 1994, as
supplemented by the Series 1997-1 Supplement dated as of January 1, 1997 (the
"Series Supplement") and the Variable Funding Supplement dated as of January 1,
1994 (the "Variable Funding Supplement") and as amended by Amendment Number 1
dated as of January 1, 1997 (the "P&S Amendment") each of such documents among
Bombardier Capital Inc., as Servicer, Bombardier Credit Receivables Corporation,
as Depositor, and BANKERS TRUST COMPANY, as trustee (the "Trustee"), that are
allocated to the interest represented by Class B Certificates pursuant to the
P&S and the Series Supplement. The P&S, the Series Supplement, the P&S
Amendment and the Variable Funding Supplement are hereinafter collectively
referred to as the Pooling and Servicing Agreement. The corpus of the Trust
will include (a) certain Receivables existing under the Accounts at the close of
business on January 1, 1994 (the "Initial Cut-off Date"), certain Receivables
generated under the Accounts from time to time thereafter, as well as certain
Receivables generated in those Accounts which have been added to the Trust since
the Initial Cut-Off Date and any Accounts added to the Trust from time to time
hereafter, (b) all funds collected or to be collected in respect of such
Receivables, (c) all funds on deposit in certain accounts of the Trust, (d) an
assignment of BCRC's rights, as purchaser, under the Receivables Purchase
Agreement, and (e) an assignment of a security interest, if any, in certain
consumer, recreational and commercial products financed by the Receivables
securing the Receivables. Prior to the issuance of the Certificates, two Series
of Investor Certificates have been issued pursuant to the Pooling and Servicing
Agreement, and the Class A Certificates will be issued simultaneously with the
Certificates. Additional Series of Investor Certificates may be issued in the
future. In addition, the Variable Funding Certificate and the BCRC Certificate
have been issued and Supplemental Certificates may be issued in the future. The
Variable Funding Certificate, the BCRC Certificate and any Supplemental
Certificate will represent interests in the Trust Assets not represented by the
Certificates or the Class B Certificates or other Series of Investor
Certificates that may be issued from time to time.
The Receivables consist of advances made directly or indirectly by BCI
or an Affiliate of BCI to consumer, recreational and commercial products dealers
located in the United States and may in the future consist of extensions of
credit made by BCI or Affiliates of BCI to dealers, manufacturers and/or
distributors to finance working capital needs or the manufacturing, production
or inventory of consumer, recreational or commercial products.
Subject to the terms and conditions of the Pooling and Servicing
Agreement, the Depositor may from time to time direct the Trustee, on behalf of
the Trust, to issue one or more new Series, which will represent fractional
undivided interests in certain of the Trust Assets.
This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement to which, as
amended and supplemented
B-3
from time to time, the Holder by virtue of the acceptance hereof assents and is
bound. In addition, the Holder, by virtue of the acceptance hereof, consents to
those amendments to the P&S contained in the P&S Amendment. Although a summary
of certain provisions of the Pooling and Servicing Agreement is set forth below,
this Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to the Pooling and Servicing Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and obligations of
the Trustee. A copy of the Pooling and Servicing Agreement (without schedules)
may be requested from the Trustee by writing to the Trustee at Four Albany
Street, New York, New York 10006, Attention: Corporate Trust & Agency Group,
Structured Finance Team. To the extent not defined herein, the capitalized
terms used herein have the meanings ascribed to them in the Pooling and
Servicing Agreement.
The Depositor has entered into the Pooling and Servicing Agreement and
the Certificates have been (or will be) issued with the intention that the
Certificates will qualify under applicable tax law as indebtedness of the
Depositor secured by the Receivables. The Depositor and each Holder, by the
acceptance of its Certificate, agrees to treat the Certificates as indebtedness
of the Depositor secured by the Receivables for Federal income taxes, state and
local income and franchise taxes and any other taxes imposed on or measured by
income.
On each Distribution Date, the Trustee shall distribute on behalf of
the Trust to each Holder of record at the close of business on the last day of
the month preceding the month in which such Distribution Date occurs (each a
"Record Date") such Holder's pro rata share (based on the aggregate fractional
--- ----
undivided interest represented by the Certificates held by such Holder, except
as otherwise provided in the Pooling and Servicing Agreement) of such amounts on
deposit in the Collection Account or the Series 1997-1 Accounts as are payable
in respect of such Certificate pursuant to the Pooling and Servicing Agreement.
Distributions with respect to this Certificate will be made by the Trustee by
wire transfer in immediately available funds (except for the final distribution
in respect of this Certificate). Final payment of this Certificate will be made
only upon presentation and surrender of this Certificate at the office or agency
specified in the notice of final distribution delivered by the Trustee to the
Certificateholder in accordance with the Pooling and Servicing Agreement.
On any Distribution Date occurring on or after the date on which the
Invested Amount is reduced to 10% or less of the aggregate original principal
amount of the Certificates and the Class A Certificates, the Depositor has the
option, subject to the condition set forth in Section 7.01(c) of the Series
Supplement, to purchase the entire interest in the Trust represented by the
Certificates and the Class A Certificates. The purchase price will be equal to
the Reassignment Amount (as defined in the Series Supplement).
This Certificate does not represent an obligation of, or an interest
in BCI, BCRC or any Affiliate of any of them and is not insured or guaranteed by
any governmental agency or instrumentality. This 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 herein and in the
Pooling and Servicing Agreement and the right to
B-4
share in the distribution of Collections is subordinated to the rights of the
holders of the Class A Certificates.
The Pooling and Servicing Agreement may be amended from time to time
in accordance with Section 13.01 of the P&S.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificate is registrable in the
Certificate Register of the Trustee upon surrender of this Certificate for
registration of transfer at the office or agency of the Transfer Agent and
Registrar in New York City, accompanied by a written instrument of transfer in
form satisfactory to the Trustee or the Transfer Agent and Registrar duly
executed by the Holder hereof or such Holder's attorney duly authorized, and
thereupon one or more new Certificates of authorized denominations evidencing
the same aggregate fractional undivided interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class evidencing like aggregate fractional undivided
interests as requested by the Holder surrendering such Certificates. No service
charge may be imposed for any such exchange but the 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 Depositor, the Servicer, the Trustee, the Transfer Agent and
Registrar and any agent of any of them, may treat the person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Depositor, the Servicer nor the Trustee, 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 Pooling and Servicing Agreement.
B-5
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:
____________________
____________________
/*/ NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the reverse of the within Certificate in
every particular, without alteration, enlargement or any change whatsoever.
B-6
EXHIBIT C
FORM OF DISTRIBUTION DATE STATEMENT/1/
-----------------------------------
Distribution Date: __________, [199__] [200_]
1. Amount of principal paid or
distributed:
(a) Class A Certificates: $__________
($____ per $1,000
original principal
amount of Class A
Certificates)
(b) Class B Certificates: $__________
($____ per $1,000
original principal
amount of Class B
Certificates)
2. Floating Allocation
Percentage for such
Collection Period/2/:
3. Principal Allocation
Percentage for such
Collection Period/2/:
4. Amount of interest paid or
distributed:
(a) Class A Certificates: $__________
($____ per $1,000
original principal
amount of Class A
Certificates)
(b) Class B Certificates: $__________
($____ per $1,000
original principal
amount of Class B
Certificates)
5. Investor Default Amount for
the following Distribution
Date: $__________
6. Required Subordination Draw
Amount, if any, for the
preceding Collection Period: $__________
______________________
/1/ To be prepared by the Servicer at least 2 Business Days prior to each
Determination Date and forwarded by the Trustee to each Certificateholder
or record on each Distribution Date pursuant to Section 5.02(a) of this
Series Supplement.
/2/ After the Series 1994-1 Final Payment Date, such percentage for any
Collection Period shall be the average thereof for each Deposit Date in the
Collection Period.
7. Amount of:
(a) Investor Charge-Offs
for the preceding
Collection Period: $__________
(b) reimbursements of
Investor Charge-Offs
for the preceding
Collection Period: $__________
8. Amount of Class A Carryover
Amount being paid or
distributed (if any) and
amount remaining (if any):
(a) Distributed: $__________
($____ per $1,000
original principal
amount of Class A
Certificates)
(b) Balance: $__________
($____ per $1,000
original principal
amount of Class A
Certificates)
9. Pool Balance at end of
related Collection Period: $__________
10. After giving affect to
distributions on this
Distribution Date:
(a) Outstanding principal
amount of Class A
Certificates: $__________
(b) Outstanding principal
amount of Class B
Certificates: $__________
(c) Certificate Balance: $__________
C-2
(d) Pool Factor for
Class A
Certificates/3/: __________
(e) Pool Factor for
Class B
Certificates/4/: __________
11. Applicable Interest Rate:
(a) In general:
(1) LIBOR for the
period from the
previous
Distribution Date
to this
Distribution Date
was ____%; and
(2) the Net
Receivables Rate
was ____%
(b) Class A Rate: LIBOR plus 0.20%
(c) Class B Rate: 5.20% (fixed)
12. (a) Amount of Monthly
Servicing Fee for
the preceding
Collection Period: $__________
($____ per $1,000
original principal
amount of
Certificates)
(b) Amount of Excess
Servicing Fee being
distributed and
remaining balance
(if any):
(1) Distributed: $__________
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/3/ Consisting of an eleven-digit decimal expressing the invested Amount
allocable to the Class A Certificaates for such Distribution Date
(determined after taking into account any reduction in the Invested Amount
allocable to the Class A Certificates which will occur on such Distributon
Date) as a proportion of the Adjusted Invested Amount allocable to the
Class A Certificates.
/4/ Consisting of an eleven-digit decimal expressing the Invested Amount
allocable to the Class B Certificates for such Distribution Date
(determined after taking into account any reduction in the Invested Amount
allocable to the Class B Certificates which will occur on such
Distribution Date) as a proportion of the adjusted Invested Amount
allocable to the Class B Certificates.
C-3
($____ per $1,000
original principal
amount of
Certificates)
(2) Balance: $__________
($____ per $1,000
original principal
amount of
Certificates)
13. Invested Amount on the
following Distribution Date
(after giving effect to all
distributions which will
occur on such Distribution
Date): $__________
14. The Available Subordinated
Amount on the immediately
preceding Distribution Date: $__________
15. The Incremental
Subordinated Amount on the
immediately preceding
Distribution Date: $__________
16. The Reserve Fund balance
for this Distribution Date: $__________
[17. The Excess Funding Account
Balance for this
Distribution Date: $__________/5/]
[18. Amount in the Excess
Funding Account at the end
of the Revolving Period to
be distributed as a payment
of principal in respect to:
(a) Class A
Certificates: $__________
(b) Class B
Certificates (only
if Class A
Certificates have
been paid in full): $__________]/6/
19. The Collection Account
balance with respect to
this Distribution Date:
______________________
/5/ To be included for each Distribution Date during the Revolving Period.
/6/ To be included for the Distribution Date on or immediately following the
end of the Revolving Period.
C-4
20. An Early Amortization Event
has occurred: Yes/No
21. The ratio (expressed as a
percentage) of (x) the
average for each month of
the net losses on the
Receivables in the Pool/7/
during any 3 consecutive
calendar months to (y) the
average of the month-end
Pool Balances for such
three-month period is: ____%/8/
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/7/ I.e., gross losses less Recoveries on any Receivables (including, without
limitation, recoveries from Collateral Security in addition to the products
financed by the Receivables, recoveries from manufacturers, distributors or
importers and Insurance Proceeds.
/8/ An Early Amortization Event will occur if this ratio exceeds 5% on an
annualized basis unless the ratio requirement is amended or waived after
the Rating Agency Condition has been satisfied.
C-5
SCHEDULE 1
Name of Series Depository Institution
1997-1 Account and Account No.
- -------------- --------------------------
Excess Funding Account Bankers Trust Company/_____
Reserve Fund Bankers Trust Company/_____