ADDITIONALLY, THE FOLLOWING TERMS SHALL HAVE THE
FOLLOWING MEANINGS:
"ADMINISTRATION AGREEMENT" MEANS, THE ADMINISTRATION AGREEMENT DATED AS OF
SEPTEMBER 12, 2002, AMONG THE ISSUER AND THE INDENTURE TRUSTEE, AS THE SAME MAY
BE AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME.
"AFFECTED PERSON" MEANS THE PURCHASER'S AGENT, EACH OWNER, EACH LIQUIDITY
PROVIDER, EACH PERSON PROVIDING CREDIT SUPPORT FOR THE CLASS A NOTE PURCHASER'S
COMMERCIAL PAPER NOTES, AND EACH OF THEIR RESPECTIVE AFFILIATES, SUCCESSORS AND
ASSIGNS.
"BASE INDENTURE" MEANS THE INDENTURE DATED AS OF SEPTEMBER 12, 2002, BETWEEN THE
ISSUER, AS ISSUER, AND THE INDENTURE TRUSTEE, AS INDENTURE TRUSTEE.
"CLASS A INCREASED COSTS" SHALL MEAN, WITH RESPECT TO ANY INTEREST ACCRUAL
PERIOD, AN AMOUNT EQUAL TO THE SUM OF (A) THE AGGREGATE AMOUNT PAYABLE TO ALL
AFFECTED PERSONS PURSUANT TO SECTIONS 2.08, 2.09 AND 2.10 OF THIS AGREEMENT IN
RESPECT OF SUCH INTEREST ACCRUAL PERIOD AND (B) THE AGGREGATE OF SUCH AMOUNTS
WITH RESPECT TO PRIOR INTEREST ACCRUAL PERIODS WHICH REMAIN UNPAID.
"CLASS A NOTE PURCHASER" MEANS SHEFFIELD RECEIVABLES CORPORATION.
"CLASS A NOTES" MEANS $165,343,500 INITIAL PRINCIPAL AMOUNT OF THE ISSUER'S
CLASS A NOTES DATED SEPTEMBER 12, 2002.
"CLASS B NOTES" MEANS $18,371,500 INITIAL PRINCIPAL AMOUNT OF THE ISSUER'S CLASS
B NOTES DATED SEPTEMBER 12, 2002.
"CLASS B NOTE PURCHASE AGREEMENT" MEANS THE CLASS B NOTE PURCHASE AGREEMENT,
DATED AS OF SEPTEMBER 12, 2002, AMONG THE ISSUER, THE SERVICER, BARCLAYS BANK
PLC AND FORTIS BANK (NEDERLAND) N.V.
"CLASS B NOTE PURCHASERS" HAS THE MEANING SPECIFIED IN THE CLASS B NOTE PURCHASE
AGREEMENT.
"COLLECTION DATE" MEANS THE DATE FOLLOWING THE TERMINATION DATE ON WHICH THE
AGGREGATE OUTSTANDING CLASS A NOTE PRINCIPAL BALANCE HAS BEEN REDUCED TO ZERO,
THE CLASS A NOTE PURCHASER HAS RECEIVED ALL INTEREST AND OTHER AMOUNTS DUE TO
THE CLASS A NOTE PURCHASER IN CONNECTION WITH THIS AGREEMENT AND THE PURCHASER'S
AGENT HAS RECEIVED ALL AMOUNTS DUE TO IT IN CONNECTION WITH THIS AGREEMENT.
"COMMERCIAL PAPER NOTES" MEANS ANY COMMERCIAL PAPER NOTES ISSUED BY THE CLASS A
NOTE PURCHASER.
"COMMITMENT TERMINATION DATE" MEANS SEPTEMBER 11, 2003 OR SUCH LATER DATE TO
WHICH THE COMMITMENT TERMINATION DATE MAY BE EXTENDED (IF EXTENDED) IN THE SOLE
DISCRETION OF THE CLASS A NOTE PURCHASER IN ACCORDANCE WITH THE TERMS OF SECTION
2.03(B) HEREOF.
"DEAL DOCUMENTS" MEANS THE SERIES 2002-1 TRANSACTION DOCUMENTS AND EACH OTHER
DOCUMENT, AGREEMENT, CERTIFICATE, SCHEDULE OR OTHER WRITING ENTERED INTO OR
DELIVERED IN CONNECTION WITH THE FOREGOING, AS THE SAME MAY BE AMENDED,
SUPPLEMENTED, RESTATED, REPLACED OR OTHERWISE MODIFIED FROM TIME TO TIME.
"DOLLARS" OR "$" MEANS THE LAWFUL CURRENCY OF THE UNITED STATES OF AMERICA.
"EXCHANGE ACT" MEANS THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
"Excluded Taxes" has the meaning specified in Section 2.10(a) hereof.
"FEDERAL BANKRUPTCY CODE" MEANS THE BANKRUPTCY CODE OF THE UNITED STATES OF
AMERICA CODIFIED IN TITLE 11 OF THE UNITED STATES CODE.
"FUNDING" MEANS A FUNDING BY A CLASS A NOTE PURCHASER OF A LOAN TO THE ISSUER
PURSUANT TO ARTICLE II.
"FUNDING DATE" MEANS AS TO THE INITIAL FUNDING,