(h) "including"
and words of similar import will be deemed to be followed by
"without limitation."
" Accumulation Commencement
Date " shall have the meaning specified in the Indenture
Supplement; provided , however , that solely with respect to the Class
C(2009-1) Notes, wherever the word "twelve (12)" appears in the
definition of "Accumulation Commencement Date" in the Indenture
Supplement, it shall be replaced with the word "eleven
(11)."
" Accumulation Reserve Funding
Period " shall mean, (a) if the Accumulation Period Length is
determined to be one (1) month, there shall be no Accumulation
Reserve Funding Period and (b) otherwise, the period
(x) commencing on the earliest to occur of (i) the Monthly
Period beginning three (3) calendar months prior to the first
Transfer Date for which a budgeted deposit is targeted to be made
into the Principal Funding sub-Account of the Class C(2009-1) Notes
pursuant to Section
3.10(b) of the Indenture
Supplement and (ii) the Monthly Period following the first Transfer
Date following and including the June 2009 Transfer Date for which
the Quarterly Excess Available Funds Percentage is less than 4%,
but in such event the Accumulation Reserve Funding Period shall not
be required to commence earlier than 11 months prior to the
Expected Principal Payment Date and (y) ending on the close of
business on the last day of the Monthly Period preceding the
earlier to occur of (i) the Expected Principal Payment Date
for the Class C(2009-1) Notes and (ii) the date on which the
Class C(2009-1) Notes are paid in full.
" Base Rate " means, with
respect to any Monthly Period, the sum of (i) the Weighted Average
Interest Rates for the Outstanding BAseries Notes and the Class D
Certificate (as such term is defined in the Series 2001-D
Supplement), (ii) the Net Servicing Fee Rate (as such term is
defined in the Series 2001-D Supplement) and (iii) so long as FIA
or The Bank of New York Mellon is the Servicer, the Servicer
Interchange Rate, in each case, for such Monthly Period.
" BAseries Servicer
Interchange " means, with respect to any Monthly Period, an
amount equal to the product of (a) the Servicer Interchange
(as such term is defined in the Series 2001-D Supplement) with
respect to such Monthly Period and (b) a fraction the
numerator of which is the Weighted Average Available Funds
Allocation Amount for the BAseries for such Monthly Period and the
denominator of which is the Weighted Average Available Funds
Allocation Amount for all series of Notes for such Monthly
Period.
" Calculation Agent " is
defined in Section
2.03(a) .
" Class C Reserve Account
Percentage " means, with respect to any Transfer Date, (i)
zero, if the Quarterly Excess Available Funds Percentage on such
Transfer Date is greater than or equal to 4.50%, (ii) 1.25%, if the
Quarterly Excess Available Funds Percentage on such Transfer Date
is less than 4.50% and greater than or equal to 4.00%, (iii) 2.00%,
if the Quarterly Excess Available Funds Percentage on such Transfer
Date is less than 4.00% and greater than or equal to 3.50%, (iv)
2.75%, if the Quarterly Excess Available Funds Percentage on such
Transfer Date is less than 3.50% and greater than or equal to
3.00%, (v) 3.50%, if the Quarterly Excess Available Funds
Percentage on such Transfer Date is less than 3.00% and greater
than or equal to 2.50%, (vi) 4.50%, if the Quarterly Excess
Available Funds Percentage on such Transfer Date
is less than 2.50% and greater than
or equal to 2.00%, and (vii) 6.00%, if the Quarterly Excess
Available Funds Percentage on such Transfer Date is less than
2.00%.
" Class C(2009-1) Note "
means any Note, substantially in the form set forth in
Exhibit A-3
to the Indenture Supplement,
designated therein as a Class C(2009-1) Note and duly executed and
authenticated in accordance with the Indenture.
" Class C(2009-1) Noteholder
" means a Person in whose name a Class C(2009-1) Note is registered
in the Note Register.
" Class C(2009-1) Termination
Date " means the earliest to occur of (a) the Principal
Payment Date on which the Outstanding Dollar Principal Amount of
the Class C(2009-1) Notes is paid in full, (b) the Legal
Maturity Date and (c) the date on which the Indenture is
discharged and satisfied pursuant to Article VI thereof.
" Controlled Accumulation
Amount " means $22,727,272.73; provided , however , if the Accumulation Period Length is
determined to be less than eleven (11) months pursuant to
Section 3.10(b)(ii)
of the Indenture Supplement, as
modified by this Terms Document, the Controlled Accumulation Amount
shall be the amount specified in the definition of "Controlled
Accumulation Amount" in the Indenture Supplement;
providedfurther
, however , that solely with respect to the Class
C(2009-1) Notes, wherever the word "twelve (12)" appears in the
definition of "Controlled Accumulation Amount" in the Indenture
Supplement, it shall be replaced with the word "eleven
(11)."
" Excess Available Funds
Percentage " means, with respect to any Transfer Date, the
amount, if any, by which the Portfolio Yield for the preceding
Monthly Period exceeds the Base Rate for such Monthly
Period.
" Expected Principal Payment
Date " means June 15, 2010.
" Initial Dollar Principal
Amount " means $250,000,000.
" Interest Payment Date "
means the fifteenth day of each month, or if such fifteenth day is
not a Business Day, the next succeeding Business Day, commencing
July 15, 2009.
" Interest Period " means,
with respect to any Interest Payment Date, the period from and
including the previous Interest Payment Date (or in the case of the
initial Interest Payment Date, from and including the Issuance
Date) through the day preceding such Interest Payment
Date.
" Issuance Date " means June
4, 2009.
" Legal Maturity Date " means
November 15, 2012.
" LIBOR " means, for any
Interest Period, the London interbank offered rate for one-month
United States dollar deposits or, for the first Interest Period,
the rate that corresponds to the actual number of days in the first
Interest Period determined by the Calculation Agent on
the LIBOR Determination Date for
that Interest Period in accordance with the provisions of
Section 2.03
.
" LIBOR Determination Date "
means June 2, 2009 for the period from and including the Issuance
Date to but excluding July 15, 2009, and for each Interest Period
thereafter, the second London Business Day prior to the Interest
Payment Date on which such Interest Period commences.
" London Business Day " means
any Business Day on which dealings in deposits in United States
Dollars are transacted in the London interbank market.
" Note Interest Rate " means
a per annum rate equal to 8.25% in excess of LIBOR as determined by
the Calculation Agent on the related LIBOR Determination Date with
respect to each Interest Period.
" Paying Agent " means The
Bank of New York Mellon.
" Portfolio Yield " means,
with respect to any Monthly Period, the annualized percentage
equivalent of a fraction, the numerator of which is (a) the amount
of Available Funds allocated to the BAseries pursuant to Section
501 of the Indenture, plus (b) the amount of Available Funds
distributed pursuant t
