PIER 1 FUNDING, INC.,
PIER 1 IMPORTS (U.S.), INC.,
TEXAS COMMERCE BANK NATIONAL ASSOCIATION,
PIER 1 IMPORTS CREDIT CARD MASTER TRUST
POOLING AND SERVICING AGREEMENT
Dated as of February 12, 1997
POOLING AND SERVICING AGREEMENT, dated as of February 12, 1997 among PIER 1 FUNDING,
INC., a Delaware corporation, as Transferor, PIER 1 IMPORTS (U.S.), INC., a Delaware corporation, as
Servicer, and TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national banking association
organized and existing under the laws of the United States, as Trustee.
In consideration of the mutual agreements herein contained, each party agrees as follows for the benefit of the
other parties, the Certificateholders and any Enhancement Provider to the extent provided herein and in any
Section 1.1. Definitions. Whenever used in this Agreement, the following words and phrases shall have the
following meanings, and the definitions of such terms are applicable to the singular as well as the plural forms of
such terms and to the masculine as well as to the feminine and neuter genders of such terms.
"Account" shall mean each Initial Account, each Automatic Addi- tional Account and each Supplemental
Account, but shall exclude any Account all the Receivables in which are either reassigned or assigned to the
Transferor or its designee or the Servicer in accordance with the terms of this Agreement and any inactive
Accounts which in accordance with the Credit Card Guidelines have been removed from the active computer
records of the Credit Card Originator. The definition of Account shall include each account into which an
Account is transferred (a "Transferred Account"); provided that (i) such transfer is made in accordance with the
Credit Card Guidelines and (ii) such Transferred Account can be traced or identified, by reference to or by way
of the computer files, microfiche lists or printed lists delivered to the Trustee pursuant to Section 2.1 or 2.