Exhibit 4.6
BA CREDIT CARD
FUNDING, LLC
Transferor
FIA CARD SERVICES,
NATIONAL ASSOCIATION
Servicer
and
THE BANK OF NEW
YORK MELLON
Trustee
on behalf of the Series
2001-D Certificateholders
___________________________________________________________
THIRD AMENDED AND
RESTATED
SERIES 2001-D
SUPPLEMENT
Dated as of
March 2, 2009
to
SECOND AMENDED AND RESTATED
POOLING AND SERVICING AGREEMENT
Dated as of
October 20, 2006
___________________________________________________________
BA MASTER CREDIT
CARD TRUST II
SERIES
2001-D
TABLE OF CONTENTS
Page
SECTION 1.
Designation................................................................................1
SECTION 2.
Definitions................................................................................2
SECTION 3. Servicing Compensation and Assignment of
Interchange......................................11
SECTION 4. Delivery of the Series 2001-D
Certificate.................................................12
SECTION 5. Article IV of the
Agreement...............................................................12
SECTION 6. Article V of the
Agreement................................................................18
SECTION 7. Series 2001-D Pay Out
Events..............................................................19
SECTION 8. Sale of Investor Interest Pursuant to
Subsection 2.04(e) or 10.02(a) of the Agreement.....21
SECTION 9. Distribution of Proceeds of Sale, Disposition
or Liquidation of the Receivables Pursuant to
Section 9.02 of the
Agreement.............................................................21
SECTION 10. Sale of
Receivables.......................................................................22
SECTION 11. Series 2001-D
Termination.................................................................22
SECTION 12.
Counterparts..............................................................................22
SECTION 13. Governing Law; Submission to Jurisdiction;
Agent for Service of Process...................22
SECTION 14. Additional
Notices........................................................................23
SECTION 15. Additional Representations and Warranties of
the Servicer.................................23
SECTION 16. No
Petition...............................................................................23
SECTION 17. Certain Tax Related
Amendments............................................................24
SECTION 18. Treatment of
Noteholders..................................................................24
SECTION 19. Transfer of the Series 2001-D
Certificate.................................................25
SECTION 20. Amendment to the
Agreement................................................................25
SECTION 21. Annual Servicer's Certificate for Series
2001-D...........................................25
SECTION 22. Annual Independent Accountants' Servicing
Report..........................................25
SECTION 23. Compliance with Regulation
AB.............................................................26
EXHIBITS
EXHIBIT A Form of Series 2001-D Certificate
EXHIBIT A-1 Form of Class D Certificate
EXHIBIT B Form of Monthly Payment Instructions and
Notification to the Trustee
EXHIBIT C Form of Monthly Series 2001-D
Certificateholder's Statement
-i-
TABLE OF CONTENTS
(continued)
EXHIBIT D Form of Annual Certification
EXHIBIT E Servicing Criteria to be Addressed in
Assessment of Compliance
SCHEDULE 1
Schedule to the Exhibit C of the Pooling and Servicing Agreement
-ii-
THIS THIRD AMENDED AND RESTATED SERIES 2001-D
SUPPLEMENT (this "Series Supplement"), by and among FIA CARD
SERVICES, NATIONAL ASSOCIATION, a national banking association
("FIA"), as Servicer, BA CREDIT CARD FUNDING, LLC, a Delaware
limited liability company ("Funding"), as Transferor, and THE BANK
OF NEW YORK MELLON (formerly known as The Bank of New
York), as Trustee (the "Trustee") under the Second Amended and
Restated Pooling and Servicing Agreement, dated as of October
20, 2006, between FIA, as Servicer, Funding, as Transferor, and the
Trustee, as amended and supplemented from time to time
(the "Agreement"), is dated as of March 2, 2009.
WHEREAS, the Trustee and MBNA America Bank,
National Association ("MBNA") (as the predecessor to FIA) have
heretofore executed and delivered a Series 2001-D Supplement, dated
as of May 24, 2001 (as amended, supplemented or otherwise
modified prior to June 10, 2006, the "Original Series 2001-D
Supplement");
WHEREAS, the Trustee and FIA have heretofore
executed and delivered an Amended and Restated Series 2001-D
Supplement, dated as of June 10, 2006;
WHEREAS, the Trustee, the Transferor and FIA have
heretofore executed and delivered a Second Amended and
Restated Series 2001-D Supplement, dated as of October 20, 2006 (as
amended, supplemented or otherwise modified prior to
March 2, 2009, the "Second Amended and Restated Series 2001-D
Supplement");and
WHEREAS, the parties hereto desire to amend and
restate in its entirety the Second Amended and Restated
Series 2001-D Supplement to, among other things, provide for the
issuance of the Class D Certificate (as defined below).
NOW, THEREFORE, in consideration of the promises
and the agreements contained herein, the Second Amended
and Restated Series 2001-D Supplement is hereby amended and
restated in its entirety as follows:
Section 6.09 of the Agreement provides, among
other things, that the Transferor and the Trustee may at any
time and from time to time enter into a supplement to the Agreement
for the purpose of authorizing the delivery by the
Trustee to the Transferor for the execution and redelivery to the
Trustee for authentication of one or more Series of
Certificates.
Pursuant to the Original Series 2001-D
Supplement, MBNA, as seller and predecessor to the Transferor, and
the Trustee created a Series consisting of an Investor Certificate,
and this Series Supplement shall specify the Principal
Terms thereof and of the Class D Certificate.
SECTION 1. Designation.
(a) The Series created pursuant to the
Original Series 2001-D Supplement consists of an Investor
Certificate issued pursuant to the Agreement and the Original
Series 2001-D Supplement and known as the "Series 2001-D
Certificate." Such Investor Certificate has been issued in one
Class and is designated the Asset Backed Certificate, Series
2001-D (the "Series 2001-D Certificate"). The Series 2001-D
Certificate has been issued as one definitive certificate
substantially in the form of Exhibit A hereto. In addition, there
is hereby created a second Class, an undivided interest in
the Trust which shall be an Investor Certificate for all purposes
under the Agreement and this Series Supplement, which shall
be known as the Class D Certificate, Series 2001-D (the "Class D
Certificate"). The Class D Certificate shall been issued as
one definitive certificate substantially in the form of Exhibit A-1
hereto.
(b) Series 2001-D is included in Group One
(as defined below). Series 2001-D is not subordinated to
any other Series.
(c) Except as expressly provided herein, (i)
the provisions of Article VI and Article XII of the
Agreement relating to the registration, authentication, delivery,
presentation, cancellation and surrender of Registered
Certificates and the opinion described in subsection 6.09(b)(d)(i)
and clauses (a) and (c) of the definition of Tax Opinion
in Section 1.01 of the Agreement do not apply to the Series 2001-D
Certificate, and (ii) the provisions of Section 3.07 of
the Agreement do not apply to cause the Series 2001-D Certificate
to be treated as debt for federal, state and local income
and franchise tax purposes, but rather the Transferor intends and,
together with the Series 2001-D Certificateholders, agrees
to treat the Series 2001-D Certificate for federal, state and local
income and franchise tax purposes as representing an
equity interest in the assets of the Trust.
(d) The Class D Certificateholder, as holder
of an Investor Certificate under the Agreement, shall be
entitled to the benefits of the Agreement and this Series
Supplement. Notwithstanding the foregoing, except as expressly
provided herein, (i) the provisions of Article VI and Article XII
of the Agreement relating to the registration,
authentication, delivery, presentation, cancellation and surrender
of Registered Certificates and the opinion described in
Section 6.09(b)(d)(i) and clauses (a) and (c) of the definition of
Tax Opinion in Section 1.01 of the Agreement shall not be
applicable to the Class D Certificate, and (ii) the provisions of
Section 3.07 of the Agreement do not apply to cause the
Class D Certificate to be treated as debt for federal, state and
local income and franchise tax purposes, but rather the
Transferor, as the Class D Certificateholder, intends and agrees to
treat the Class D Certificate for federal, state and
local income and franchise tax purposes as representing an equity
interest in the assets of the Trust.
(e) This Series Supplement is the Series
2001-D Supplement referred to in the Third Amended and
Restated Trust Agreement of the BA Credit Card Trust, dated as of
October 20, 2006, among Funding, as beneficiary, and
Wilmington Trust Company, as owner trustee.
SECTION 2. Definitions.
In the event that any term or provision contained
herein shall conflict with or be inconsistent with any
provision contained in the Agreement, the terms and provisions of
this Series Supplement shall govern. All Article, Section
or subsection references herein shall mean Articles, Sections or
subsections of the Agreement, except as otherwise provided
herein. All capitalized terms not otherwise defined herein are
defined in the Agreement. Each capitalized term defined
herein shall relate only to the Series 2001-D Certificate and the
Class D Certificate and no other Series of Certificates
issued by the Trust.
2
"Accumulation Period" with respect to Series
2001-D shall mean, solely for the purposes of the definition
of Group One Monthly Principal Payment as such term is defined in
each Supplement relating to Group One, the Revolving Period.
"Adjusted Outstanding Dollar Principal Amount"
shall have the meaning specified in the Indenture.
"Aggregate Class D Investor Default Amount" shall
mean, with respect to any Monthly Period, the sum of the
Class D Investor Default Amounts with respect to such Monthly
Period.
"Aggregate Investor Default Amount" shall have
the meaning specified in Section 4.10(a).
"Aggregate Reallocated Principal Amount" shall
mean, with respect to any Monthly Period, the sum of (i) the
aggregate Reallocated Principal Amounts (as defined in the
Indenture) for all series of Notes for such Monthly Period and
(ii) the Reallocated Class D Principal Collections for such Monthly
Period.
"Agreement" means the Second Amended and Restated
Pooling and Servicing Agreement, dated as of October 20,
2006, among Funding, as Transferor, FIA, as Servicer, and The Bank
of New York Mellon (formerly known as The Bank of New
York), as trustee, as amended, restated and supplemented from time
to time.
"Allocation Reset Date" shall mean, with respect
to any Monthly Period, any date on which (a) the Investor
Interest is increased as a result of (i) the issuance of a new
tranche of Notes or the issuance of additional Notes in an
Outstanding tranche of Notes during such Monthly Period, (ii) the
accretion of principal on Discount Notes during such
Monthly Period, or (iii) a release of pre-funded amounts (other
than prefunded amounts deposited during such Monthly Period)
from a principal funding account for any Note during such Monthly
Period, (b) an Addition Date occurs or (c) a Removal Date
occurs on which, if any Series has been paid in full, Principal
Receivables in an aggregate amount approximately equal to the
initial investor interest of such Series are removed from the
Trust; provided, however, that solely with respect to this
term, "Series" shall mean any series of Investor Certificates (as
defined in the Agreement) and any series, class or tranche
of Notes.
"Amendment Closing Date" shall mean March 2,
2009.
"Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the sum of
(i) Collections of Finance Charge Receivables and amounts with
respect to Annual Membership Fees allocated to Series 2001-D
and deposited in the Finance Charge Account for such Monthly Period
(or to be deposited in the Finance Charge Account on the
related Transfer Date with respect to the preceding Monthly Period
pursuant to the third paragraph of subsection 4.03(a) and
Section 2.08 of the Agreement and subsection 3(b) of this Series
Supplement) plus the amount of Reallocated Class D
Principal Collections, if any, to be applied as Available Funds on
the Transfer Date following such Monthly period, plus
(ii) Principal Account Investment Proceeds to be treated as
Available Funds for such Monthly
3
Period pursuant to subsection 4.02(e) of the Agreement as amended
by subsection 5(b) of this Series
Supplement, plus (iii) Finance Charge Account Investment Proceeds
to be treated as Available Funds for such Monthly
Period pursuant to subsection 4.02(e) of the Agreement as amended
by subsection 5(b) of this Series Supplement, minus
(iv) if FIA or The Bank of New York Mellon is the Servicer, any
Servicer Interchange for the related Monthly Period.
"Available Investor Principal Collections" shall
mean with respect to any Monthly Period, an amount equal
to (a) the Investor Principal Collections for such Monthly Period,
plus (b) the amount of Shared Principal Collections with
respect to Group One that are allocated to Series 2001-D in
accordance with subsection 4.07(b) plus (c) any amounts treated
as Available Investor Principal Collections pursuant to subsection
4.06(a)(ii) or (iii) on the Transfer Date following
such Monthly Period.
"BAseries Available Funds Shortfall" shall have
the meaning specified in Section 4.10(b).
"BAseries Indenture Supplement" means the Second
Amended and Restated Indenture Supplement, dated as of
October 20, 2006, between BA Credit Card Trust, a Delaware
statutory trust, and The Bank of New York Mellon (formerly known
as The Bank of New York), a New York banking corporation, as
Indenture Trustee, as amended, restated and supplemented from
time to time.
"Certificate Representative" shall mean (a) if
there is one Holder of the Series 2001-D Certificate, such
Holder or the designee of such Holder, and (b) if there is more
than one Holder of the Series 2001-D Certificate, the
designee of the Holders of a majority of the outstanding principal
balance of the Series 2001-D Certificate.
"Class D Certificate" shall have the meaning
specified in Section 1.
"Class D Certificateholder" shall mean the
Transferor or its successor in interest.
"Class D Investor Charge-Off" shall have the
meaning specified in Section 4.10(a).
"Class D Investor Default Amount" shall mean,
with respect to any Receivable in a Defaulted Account, an
amount equal to the product of (a) the Default Amount and (b) the
Floating Investor Percentage on the day such Account became
a Defaulted Account.
0 "Class D Investor Interest" shall mean, on any
date of determination, an amount equal to (a) the Class D
Required Investor Interest as of the Amendment Closing Date, plus
(b) the amount of any increase in the Class D Required
Investor Interest following the Amendment Closing Date, minus (c)
the aggregate amount of principal payments made to the
Class D Certificateholder on or prior to such date, minus (d) the
aggregate amount of Class D Investor Charge-Offs recognized
on or prior to such date pursuant to Section 4.10(a), minus (e) the
aggregate amount of Reallocated Class D Principal
Collections allocated on or prior to such date for which the Class
D Investor Interest has been reduced pursuant to Section
4.10(b), plus (f) the aggregate amount of Available Funds allocated
and available on or prior to such date pursuant to
4
subsection 4.06(a)(iii) for the purpose of reimbursing amounts
deducted pursuant to the foregoing clauses (d) and (e);
provided, however, that the Class D Investor Interest may not be
reduced below zero.
"Class D Monthly Principal Amount" shall mean,
for any Transfer Date, the amount, if any, by which the Class D
Investor Interest exceeds the Class D Required Investor Interest.
"Class D Principal Allocation" shall mean, with
respect to any Date of Processing, an amount equal to the
product of (i) the aggregate amount of Collections processed in
respect of Principal Receivables on such Date of Processing
and (ii) the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the
Class D Investor Interest as of such Date of Processing and the
denominator of which is equal to the Investor Interest as of
such Date of Processing.
"Class D Required Investor Interest" shall mean,
as of any date of determination, an amount equal to the
sum of:
(a) (i) the Adjusted Outstanding Dollar
Principal Amount of the Class A Notes (other than the Class
A(2001-Emerald) Notes), divided by 0.78, minus (ii) the
Adjusted Outstanding Dollar Principal Amount of the Class A
Notes (other than the Class A(2001-Emerald) Notes), minus
(iii) the aggregate Class A Required Subordinated Amount
of Class B Notes, minus (iv) the aggregate Class A
Required Subordinated Amount of Class C Notes minus the Class A
Required Subordinated Amount of Class C Notes for the
Class A(2001-Emerald) Notes; plus
(b) (i) the Adjusted Outstanding Dollar
Principal Amount of the Class A(2001-Emerald) Notes, divided by
0.85, minus (ii) the Adjusted Outstanding Dollar Principal
Amount of the Class A(2001-Emerald) Notes, minus (iii)
the Class A Required Subordinated Amount of Class C Notes
for the Class A(2001-Emerald) Notes; plus
(c) (i) (A) the Adjusted Outstanding Dollar
Principal Amount of the Class B Notes minus the aggregate
Class A Required Subordinated Amount of Class B Notes,
divided by (B) 0.845, minus (ii) the Adjusted Outstanding
Dollar Principal Amount of the Class B Notes minus the
aggregate Class A Required Subordinated Amount of Class B
Notes, minus (iii) (A) the Adjusted Outstanding Dollar
Principal Amount of the Class B Notes minus the aggregate
Class A Required Subordinated Amount of Class B Notes,
times (B) 0.0810811; plus
(d) (i) (A) the Adjusted Outstanding Dollar
Principal Amount of the Class C Notes minus the sum of (x)
the aggregate Class B Required Subordinated Amount of
Class C Notes plus (y) the Class A Required Subordinated
Amount of Class C Notes for the Class A(2001-Emerald)
Notes, divided by (B) 0.92, minus (ii) the Adjusted
Outstanding Dollar Principal Amount of the Class C Notes
minus the sum of (A) the aggregate Class B Required
Subordinated Amount of Class C Notes plus (B) the Class A
Required Subordinated Amount of Class C Notes for the
Class A(2001-Emerald) Notes;
5
provided, however, that following a Pay Out
Commencement Date, the Class D Required Investor Interest shall be
fixed at the amount determined as of such Pay Out
Commencement Date until the date on which the aggregate Nominal
Liquidation Amounts of all Outstanding Notes are paid in
full. Capitalized terms used in this definition but not
defined herein are defined in the BAseries Indenture
Supplement or the Class A(2001-Emerald) Terms Document,
dated as of August 15, 2001 (as amended, supplemented or
otherwise modified from time to time), between BA Credit
Card Trust, as Issuer, and The Bank of New York Mellon, as
Indenture Trustee. The Transferor may change this
definition of "Class D Required Investor Interest"
without the consent of any Investor
Certificateholder so long as the Transferor has
(i) received written confirmation from each Rating Agency
that has rated any Outstanding Notes that such change
will not result in a Ratings Effect (as such term is defined
in the Indenture) with respect to any Outstanding
Notes and (ii) delivered to the Trustee and the Rating
Agencies a Master Trust Tax Opinion and an Issuer Tax
Opinion (as such terms are defined in the Indenture).
"Closing Date" shall mean May 24, 2001.
"Code" shall mean the Internal Revenue Code of
1986, as amended.
"Commission" shall have the meaning specified in
subsection 25(a).
"Cumulative Series Principal Shortfall" shall
mean the sum of the Series Principal Shortfalls (as such term
is defined in each of the related Series Supplements) for each
Series in Group One.
"Daily Principal Shortfall" shall mean, on any
date of determination, the excess of the Group One Monthly
Principal Payment for the Monthly Period relating to such date over
the month to date amount of Collections processed in
respect of Principal Receivables for such Monthly Period allocable
to Investor Certificates of all outstanding Series in
Group One, not subject to reallocation, which are on deposit or to
be deposited in the Principal Account on such date.
"Distribution Date" shall mean July 16, 2001 and
the fifteenth day of each calendar month thereafter, or if
such fifteenth day is not a Business Day, the next succeeding
Business Day.
"Finance Charge Account Investment Proceeds"
shall mean, with respect to each Transfer Date, the investment
earnings on deposits of Collections of Finance Charge Receivables
for the related Monthly Period in the Finance Charge
Account (net of investment expenses and losses) for the period from
and including the first day of the related Monthly Period
to but excluding such Transfer Date.
"Fitch" shall mean Fitch, Inc., or any successor
thereto.
"Floating Allocation Investor Interest" shall
mean, on any date of determination during any Monthly Period,
an amount equal to the sum of (i) the aggregate Available Funds
Allocation Amount (as defined in the Indenture) for all
series of Notes plus (ii) an amount equal
6
to the sum of the Class D Investor Interest as of the last day of
the preceding Monthly Period plus the aggregate amount
of any increases in the Class D Investor Interest as a result of an
increase in the Class D Required Investor Interest.
"Floating Investor Percentage" shall mean, with
respect to any date of determination during any Monthly
Period, the percentage equivalent of a fraction, the numerator of
which is the Floating Allocation Investor Interest for such
date and the denominator of which is the greater of (a) the
aggregate amount of Principal Receivables as of the close of
business on the last day of the preceding Monthly Period (or with
respect to the first calendar month in the first Monthly
Period, the aggregate amount of Principal Receivables in the Trust
as of the close of business on the day immediately
preceding the Closing Date and with respect to the second calendar
month in the first Monthly Period, the aggregate amount of
Principal Receivables in the Trust as of the close of business on
the last day of the first calendar month in the first
Monthly Period), and (b) the sum of the numerators used to
calculate the Investor Percentages (as such term is defined in the
Agreement) for allocations with respect to Finance Charge
Receivables or Default Amounts, as applicable, for all outstanding
Series on such date of determination; provided, however, that with
respect to any Monthly Period in which an Allocation Reset
Date occurs, the denominator determined pursuant to clause (a)
hereof shall be, on and after such date, the aggregate amount
of Principal Receivables in the Trust as of the beginning of the
day on the most recently occurring Allocation Reset Date
(after adjusting for the aggregate amount of Principal Receivables,
if any, added to or removed from the Trust on such
Allocation Reset Date).
"Group One" shall mean Series 2001-D and each
other Series specified in the related Supplement to be
included in Group One.
"Group One Monthly Principal Payment" shall mean
with respect to any Monthly Period, for all Series in
Group One (including Series 2001-D) which are in an Amortization
Period or Accumulation Period (as such terms are defined in
the related Supplements for all Series in Group One), the sum of
(a) the Controlled Distribution Amount for the related
Transfer Date for any Series in its Controlled Amortization Period
(as such terms are defined in the related Supplements for
all Series in Group One), (b) the Controlled Deposit Amount for the
related Transfer Date for any Series (other than this
Series 2001-D) in its Accumulation Period, other than its Rapid
Accumulation Period, if applicable (as such terms are defined
in the related Supplements for all Series in Group One), (c) if
Series 2001-D is in its Accumulation Period, the Monthly
Principal Target for such Monthly Period, (d) the Investor Interest
as of the end of the prior Monthly Period taking into
effect any payments to be made on the following Distribution Date
for any Series in Group One in its Principal Amortization
Period or Rapid Amortization Period (as such terms are defined in
the related Supplements for all Series in Group One), (e)
the Adjusted Investor Interest as of the end of the prior Monthly
Period taking into effect any payments or deposits to be
made on the following Transfer Date and Distribution Date for any
Series in Group One in its Rapid Accumulation Period (as
such terms are defined in the related Supplements for all Series in
Group One), and (f) such other amounts as may be
specified in the related Supplements for all Series in Group One.
"Indenture" shall mean the Second Amended and
Restated Indenture, dated as of October 20, 2006, between BA
Credit Card Trust, as Issuer, and The Bank of New York Mellon
7
(formerly known as The Bank of New York), as indenture trustee, as
amended and supplemented from time to time.
"Initial Investor Interest" shall mean, when used
in the Agreement, this Series Supplement or any other
Supplement with respect to Series 2001-D and with respect to any
Monthly Period, the sum of (i) the Initial Dollar Principal
Amount (as defined in the Indenture) of any Outstanding series,
class or tranche of Notes and (ii) the Class D Required
Investor Interest.
"Insolvency Proceeds" shall mean any proceeds
arising out of a sale, disposition or liquidation of
Receivables (or interests therein) pursuant to subsection 9.02(a)
of the Agreement.
"Investor Default Amount" shall mean, with
respect to any day in a Monthly Period, zero; provided, however,
that if the Aggregate Investor Amount Default Amount on any
Transfer Date is greater than zero, the Investor Default Amount
with respect to each day in the immediately preceding Monthly
Period shall be an amount equal to the Aggregate Investor
Default Amount as of such Transfer Date divided by the number of
days in such Monthly Period.
"Investor Default Rate" shall mean, for any
Monthly Period, the percentage equivalent of a fraction, the
numerator of which is the Aggregate Class D Investor Default Amount
for such Monthly Period and the denominator of which is
the Weighted Average Floating Allocation Investor Interest for such
Monthly Period.
"Investor Interest" with respect to Series 2001-D
shall mean, on any date of determination, an amount equal
to the sum of (i) the aggregate Nominal Liquidation Amounts for
each tranche of Notes Outstanding plus (ii) the Class D
Investor Interest, in each case as of such date of determination.
"Investor Percentage" shall mean for any Monthly
Period, (a) with respect to Finance Charge Receivables and
Default Amounts, the Floating Investor Percentage and (b) with
respect to Principal Receivables, the Principal Investor
Percentage.
"Investor Principal Collections" shall mean, with
respect to any Monthly Period, the sum of (a) the
aggregate amount deposited into the Principal Account for such
Monthly Period pursuant to subsections 4.05(a)(ii) or
4.05(b)(ii), in each case, as applicable to such Monthly Period,
and (b) the aggregate amount of Unallocated Principal
Collections deposited into the Principal Account pursuant to
subsection 4.05(c).
"Investor Servicing Fee" shall have the meaning
specified in subsection 3(a) hereof.
"Legal Maturity Date," with respect to any
tranche of Notes, shall have the meaning specified in the
Indenture.
"Monthly Interest Proxy Amount" shall mean, with
respect to any Monthly Period, as determined on any date
of determination, an amount equal to the sum of (a) the
8
product of (i) the aggregate amount targeted to be deposited into
the Interest Funding Account (for the avoidance of doubt,
such amount shall include any interest, specified deposits,
payments to derivative counterparties, program fees, liquidity
fees or other amounts targeted to be deposited into the Interest
Funding Account pursuant to the Indenture and the BAseries
Indenture Supplement) for all outstanding tranches of Notes on the
Transfer Date occurring in such Monthly Period and (ii)
1.50 and (b) following any increase in the Floating Allocation
Investor Interest during such Monthly Period, the aggregate
amount targeted to be deposited into the Interest Funding Account
on the following Transfer Date which relates to such increase.
"Monthly Interest Target" shall mean, with
respect to each Monthly Period, an amount equal to the aggregate
Targeted Interest Deposit Amounts (as defined in the Indenture) for
all series of Notes for such Monthly Period.
"Monthly Period" shall have the meaning specified
in the Agreement, except that the first Monthly Period
with respect to the Series 2001-D Certificate shall begin on and
include the Closing Date and shall end on and include June
30, 2001, and that the first Monthly Period with respect to the
Class D Certificate shall begin on and include the Amendment
Closing Date and shall end on and include March 31, 2009.
"Monthly Principal Target" shall mean, with
respect to each Monthly Period, an amount equal to the
sum of (i) the aggregate Targeted Principal Deposit Amounts (as
defined in the Indenture) for all series of Notes for such Monthly
Period and (ii) the Class D Monthly Principal Amount for such
Monthly Period.
"Monthly Servicing Fee Proxy Amount" shall mean,
with respect to any Monthly Period, as determined on any
date of determination, an amount equal to the Net Servicing Fee
calculated for the preceding Monthly Period.
"Net Servicing Fee" shall have the meaning
specified in subsection 3(a) of this Series Supplement.
"Net Servicing Fee Rate" shall mean (a) so long
as FIA or The Bank of New York Mellon is the Servicer,
1.25% per annum and (b) if FIA or The Bank of New York Mellon is no
longer the Servicer, 2.0% per annum.
"Netting Conditions" shall mean each of the
following conditions: (i) a Pay Out Event with respect to
Series 2001-D shall not have occurred and be continuing, (ii) an
Early Redemption Event as described in Section 4.01 of the
BAseries Indenture Supplement with respect to the Notes or similar
early redemption event relating to excess spread amounts
or portfolio yield as described in the Indenture Supplement for any
other outstanding series of Notes shall not have occurred
and be continuing, (iii) an Event of Default and acceleration as
described in Section 701(a) or (b) of the Indenture shall
not have occurred and be continuing, and (iv) the Servicer shall
have a long-term unsecured debt rating of not lower than
investment grade provided by Standard & Poor's and Fitch;
provided, that the Netting Condition in this clause (iv) will be
deemed to be satisfied unless it is not satisfied for a period of
five Business Days and such condition has not been waived
in writing by each applicable Rating Agency or cured.
9
"Nominal Liquidation Amount," with respect to any
tranche of Notes, shall have the meaning specified in the
Indenture.
"Note" or "Notes" shall mean each Note or the
Notes (as defined in the Indenture) secured by the Series
2001-D Certificate.
"Outstanding" shall have the meaning specified in
the Indenture.
"Outstanding Dollar Principal Amount," with
respect to any tranche of Notes, shall have the meaning
specified in the Indenture.
"Pay Out Commencement Date" shall mean the date
on which a Trust Pay Out Event is deemed to occur pursuant
to Section 9.01 of the Agreement or a Series 2001-D Pay Out Event
is deemed to occur pursuant to Section 7 hereof.
"Payment Instruction" shall have the meaning
specified in the Indenture.
"Permitted Assignee" shall mean any Person (other
than the Transferor or any of its Affiliates) who, if it
were the holder of an interest in the Trust would not cause the
Trust to be taxable as a publicly traded partnership for
federal income tax purposes.
"Principal Account Investment Proceeds" shall
mean, with respect to each Transfer Date, the investment
earnings on deposits of Collections of Principal Receivables for
the related Monthly Period in the Principal Account (net of
investment expenses and losses) for the period from and including
the first day of the related Monthly Period to but
excluding such Transfer Date.
"Principal Allocation Investor Interest" shall
mean, on any date of determination during any Monthly
Period, an amount equal to the sum of (i) the aggregate Principal
Allocation Amounts (as defined in the Indenture) for all
series of Notes plus (ii) an amount equal to the sum of the Class D
Investor Interest as of the last day of the preceding
Monthly Period plus the aggregate amount of any increases in the
Class D Investor Interest as a result of an increase in the
Class D Required Investor Interest.
"Principal Investor Percentage" shall mean, with
respect to any date of determination during any Monthly
Period, the percentage equivalent of a fraction, the numerator of
which is the Principal Allocation Investor Interest for
such date and the denominator of which is the greater of (a) the
aggregate amount of Principal Receivables in the Trust
determined as of the close of business on the last day of the prior
Monthly Period (or with respect to the first calendar
month in the first Monthly Period, the aggregate amount of
Principal Receivables in the Trust determined as of the close of
business on the day preceding the Closing Date and with respect to
the second calendar month in the first Monthly Period, the
aggregate amount of Principal Receivables in the Trust as of the
close of business on the last day of the first calendar
month in the first Monthly Period), and (b) the sum of the
numerators used to calculate the Investor Percentages (as such
term is defined in the Agreement) for allocations with respect to
Principal Receivables for all outstanding Series on such
date of determination; provided,
10
however, that with respect to any Monthly Period in which an
Allocation Reset Date occurs, the denominator determined
pursuant to clause (a) hereof shall be, on and after such date, the
aggregate amount of Principal Receivables in the
Trust as of the beginning of the day on the most recently occurring
Allocation Reset Date (after adjusting for the
aggregate amount of Principal Receivables, if any, added to or
removed from the Trust on such Allocation Reset Date).
"Rapid Amortization Period" shall mean the
Amortization Period commencing on the Pay Out Commencement Date
and ending on the earlier to occur of (a) the Series 2001-D
Termination Date and (b) the termination of the Trust pursuant to
Section 12.01 of the Agreement.
"Rating Agency" shall mean, so long as any
tranche of Notes is rated by Moody's, Moody's, so long as any
tranche of Notes is rated by Standard & Poor's, Standard &
Poor's and, so long as any tranche of Notes is rated by Fitch,
Fitch.
"Rating Agency Condition" shall mean the
notification in writing by each Rating Agency to the Transferor,
the Servicer and the Trustee that an action will not result in any
Rating Agency reducing or withdrawing its then existing
rating of the Investor Certificates (as defined in the Agreement)
of any outstanding Series or class of a Series with respect
to which it is a Rating Agency.
"Reallocated Class D Principal Collections" shall
mean, with respect to any Transfer Date, Collections of
Principal Receivables applied in accordance with Section 4.10(b);
provided, however, that such amount shall not exceed (i)
the Class D Investor Interest after giving effect to any Class D
Investor Charge-Offs for such Transfer Date or (ii) the sum
of the Class D Principal Allocations with respect to the
immediately preceding Monthly Period.
"Reassignment Amount" shall mean, with respect to
any Transfer Date, the sum of (a) the Adjusted
Outstanding Dollar Principal Amount (as defined in the Indenture)
of all Notes plus the Class D Investor Interest on such
Transfer Date, (b) the Monthly Interest Target with respect to the
immediately preceding Monthly Period, (c) any due and
unpaid BAseries Servicing Fee (as such term is defined in the
BAseries Indenture Supplement) owed to the Servicer, or any
other fees and expenses of the Indenture Trustee payable by the BA
Credit Card Trust pursuant to the Indenture, each after
giving effect to any deposits and distributions otherwise to be
made on such Transfer Date and (d) any due and unpaid
Investor Servicing Fee owed to the Servicer (in excess of any
amounts owed to the Servicer under clause (c) of this definition).
"Revolving Period" shall mean the period from and
including the Closing Date to, but not including, the Pay
Out Commencement Date.
"Sarbanes Certification" shall have the meaning
specified in subsection 23(d)(iii).
11
"Securitization Transaction" shall mean any New
Issuance of Investor Certificates, pursuant to Section 6.03
of the Agreement, or issuance of Notes by the BA Credit Card Trust,
publicly offered or privately placed, rated or unrated.
"Segregated Transferor Interest" shall mean a
dollar amount of the Transferor Interest equal to the
aggregate prefunded amounts on deposit in the Principal Funding
Accounts for each series of Notes, as notified to the
Servicer pursuant to Section 4.09 of the Agreement.
"Series 2001-D" shall mean the Series of BA
Master Credit Card Trust II represented by the Series 2001-D
Certificate and the Class D Certificate.
"Series 2001-D Certificate" shall have the
meaning specified in Section 1.
"Series 2001-D Certificateholders" shall mean the
Holders of the Series 2001-D Certificate.
"Series 2001-D Monthly Principal Payment" shall
mean, with respect to any Monthly Period, an amount equal
to the aggregate Monthly Principal Payments (as defined in the
Indenture) for each series of Notes for such Monthly Period.
"Series 2001-D Pay Out Event" shall have the
meaning specified in Section 7 hereof.
"Series 2001-D Termination Date" shall mean the
earlier to occur of (a) the date designated by the
Transferor following the last Legal Maturity Date of any series,
class or tranche of Notes, and (b) the Trust Termination
Date.
"Series Principal Shortfall" shall mean, with
respect to any Transfer Date, the sum of (i) the excess, if
any, of the sum of the Principal Shortfalls (as defined in the
Indenture) for all series of Notes for the related Monthly
Period over the sum of the Principal Excesses (as defined in the
Indenture) for all series of Notes for the related Monthly
Period plus (ii) the excess, if any, of the Class D Monthly
Principal Amount with respect to such Transfer Date over the
amount of Available Investor Principal Collections payable to the
Class D Certificateholder pursuant to subsection 4.06(b)(ii)
or 4.06(c)(ii)¸ as applicable, as of such Transfer Date.
"Series Servicing Fee Percentage" shall mean
2.0%.
"Servicer Interchange" shall mean, for any
Transfer Date, the portion of Collections of Finance Charge
Receivables allocated to Series 2001-D and deposited in the Finance
Charge Account with respect to the related Monthly Period
that is attributable to Interchange; provided, however, that
Servicer Interchange for any Transfer Date shall not exceed
one-twelfth of the product of (i) the Weighted Average Floating
Allocation Investor Interest for the related Monthly Period
and (ii) 0.75%.
"Servicing Criteria" shall mean the "servicing
criteria" set forth in Item 1122(d) of Regulation AB, as
such may be amended from time to time.
12
"Servicing Participant" shall mean the Servicer,
any Subservicer or any Person that participates in any of
the servicing functions specified in Item 1122(d) of Regulation AB
with respect to the Receivables. For the avoidance of
doubt, the term "Servicing Participant" shall not include the
Trustee.
"Servicing Party" shall have the meaning
specified in subsection 23(f)(i).
"Shared Principal Collections" shall mean, with
respect to any Transfer Date, either (a) the amount
allocated to Series 2001-D which may be applied to the series
principal shortfall with respect to other outstanding Series in
Group One or (b) the amounts allocated to the Investor Certificates
of other Series in Group One which the applicable
Supplements for such Series specify are to be treated as "Shared
Principal Collections" and which may be applied to cover the
Series Principal Shortfall with respect to Series 2001-D.
"Subordinated Principal Target Deposit Amount"
shall mean, for any date of determination during any Monthly
Period, an amount equal to the excess, if any, of (a) the sum of
(i) the Monthly Interest Proxy Amount for such Monthly
Period, plus (ii) if FIA or The Bank of New York Mellon is not the
Servicer, the Monthly Servicing Fee Proxy Amount for such
Monthly Period, over (b) the aggregate amount of Collections of
Finance Charge Receivables allocated to Series 2001-D for the
preceding Monthly Period (unless the Transferor or the Servicer has
reason to expect that Collections of Finance Charge
Receivables allocated to the Investor Certificateholders for the
current Monthly Period will be materially less, in which
case, the amount calculated pursuant to clause (b) shall be such
lesser amount).
"Subordinated Note Percentage" shall mean, with
respect to any date of determination during any Monthly
Period, the percentage equivalent of a fraction, the numerator of
which is the sum of (i) the aggregate Principal Allocation
Amounts (as defined in the Indenture) for such date calculated for
those Notes which are subordinated to any senior Notes
plus (ii) an amount equal to the sum of the Class D Investor
Interest as of the last day of the preceding Monthly Period plus
the aggregate amount of any increases in the Class D Investor
Interest as a result of an increase in the Class D Required
Investor Interest, and the denominator of which is the Principal
Allocation Investor Interest for such date.
"Subservicer" shall mean any Person that services
the Receivables on behalf of the Servicer or any
Subservicer and is responsible for the performance (whether
directly or through Subservicers or Servicing Participants) of a
substantial portion of the material servicing functions required to
be performed by the Servicer under the Agreement or this
Series Supplement that are identified in Item 1122(d) of Regulation
AB. For the avoidance of doubt, the term "Subservicer"
shall not include the Trustee.
"Termination Proceeds" shall mean any proceeds
arising out of a sale of Receivables (or interests therein)
pursuant to subsection 12.01(b) of the Agreement with respect to
Series 2001-D.
"Unallocated Principal Collections" shall have
the meaning specified in subsection 4.05(c).
13
"Weighted Average Floating Allocation Investor
Interest" shall mean, with respect to any Monthly Period,
the sum of the Floating Allocation Investor Interest as of the
close of business on each day during such Monthly Period
divided by the actual number of days in such Monthly Period.
SECTION 3. Servicing Compensation and
Assignment of Interchange.
(a) The share of the Servicing Fee allocable
to Series 2001-D with respect to any Transfer Date (the
"Investor Servicing Fee") shall be equal to one-twelfth of the
product of (i) the Series Servicing Fee Percentage and (ii) the
Weighted Average Floating Allocation Investor Interest for the
Monthly Period preceding such Transfer Date. On each Transfer
Date for which FIA or The Bank of New York Mellon is the Servicer,
the Servicer Interchange with respect to the related
Monthly Period that is on deposit in the Finance Charge Account
shall be withdrawn from the Finance Charge Account and paid
to the Servicer in payment of a portion of the Investor Servicing
Fee with respect to such Monthly Period. Should the
Servicer Interchange on deposit in the Finance Charge Account on
any Transfer Date with respect to the related Monthly Period
be less than one-twelfth of 0.75% of the Weighted Average Floating
Allocation Investor Interest for such Monthly Period, the
Investor Servicing Fee with respect to such Monthly Period will not
be paid to the extent of such insufficiency of Servicer
Interchange on deposit in the Finance Charge Account. The share of
the Investor Servicing Fee allocable to Series 2001-D
with respect to any Transfer Date (the "Net Servicing Fee") shall
be equal to one-twelfth of the product of (i) the Net
Servicing Fee Rate and (ii) the Weighted Average Floating
Allocation Investor Interest for the related Monthly Period.
Except as specifically provided above, the Servicing Fee shall be
paid by the cash flows from the Trust allocated to the
Transferor or the Investor Certificateholders of other Series (as
provided in the related Supplements) and in no event shall
the Trust, the Trustee, the Series 2001-D Certificateholders or the
Class D Certificateholder be liable therefor. The Net
Servicing Fee shall be payable to the Servicer solely to the extent
amounts are available for distribution in respect thereof
pursuant to the Indenture.
(b) On or before each Transfer Date, the
Transferor shall notify the Servicer of the amount of
Interchange to be included as Collections of Finance Charge
Receivables and allocable to the Series 2001-D Certificateholders
and the Class D Certificateholder with respect to the preceding
Monthly Period as determined pursuant to this subsection
3(b). Such amount of Interchange shall be equal to the product of
(i) the total amount of Interchange paid to the Transferor
with respect to such Monthly Period and (ii) the Investor
Percentage with regard to Finance Charge Receivables. On each
Transfer Date, the Transferor shall cause to be deposited into the
Finance Charge Account, in immediately available funds,
the amount of Interchange to be so included as Collections of
Finance Charge Receivables allocable to Series 2001-D with
respect to the preceding Monthly Period. The Transferor hereby
assigns, sets-over, conveys, pledges and grants a security
interest and lien to the Trustee for the benefit of the Series
2001-D Certificateholders and the Class D Certificateholder in
Interchange and the proceeds of Interchange, as set forth in this
subsection 3(b). In connection with the foregoing grant of
a security interest, this Series Supplement shall constitute a
security agreement under applicable law. To the extent that a
Supplement for a related Series, other than Series 2001-D, assigns,
sets-over, conveys, pledges or grants a security interest
in Interchange allocable to the Trust, all
14
Investor Certificates of any such Series (except as otherwise
specified in any such Supplement) and the Series 2001-D
Certificate and the Class D Certificate shall rank pari passu and
be equally and ratably entitled as provided herein to
the benefits of such Interchange without preference or priority on
account of the actual time or times of authentication and
delivery, all in accordance with the terms and provisions of this
Series Supplement and other related Supplements.
SECTION 4. Delivery of the Series 2001-D
Certificate and the Class D Certificate.
(a) On or prior to the Closing Date, the
Seller (as defined in the Agreement) executed the Series
2001-D Certificate and delivered it to the Trustee for
authentication in accordance with Section 6.01 of the Agreement.
The
Trustee delivered such Certificate after it was authenticated in
accordance with Section 6.02 of the Agreement. On or prior
to the Amendment Closing Date, the Transferor shall execute and
deliver the Class D Certificate to the Trustee for
authentication in accordance with Section 6.01 of the Agreement.
The Trustee shall deliver such Class D Certificate when
authenticated in accordance with Section 6.02 of the Agreement.
(b) The Series 2001-D Certificate and the
Class D Certificate shall be delivered as Registered
Certificates as provided in Section 6.01 of the Agreement.
(c) The Series 2001-D Certificate shall
constitute a "security" within the meaning of (i) Article 8 of
the Uniform Commercial Code (including Section 8-102(a)(15)
thereof) as in effect from time to time in the State of Delaware
and (ii) the Uniform Commercial Code of any other applicable
jurisdiction that presently or hereafter substantially includes
the 1994 revisions to Article 8 thereof as adopted by the American
Law Institute and the National Conference of Commissioners
on Uniform State Laws and approved by the American Bar Association
on February 14, 1995.
(d) When issued and sold in accordance with
the terms of the Agreement, including when duly executed
and authenticated by the Trustee in accordance with the terms of
the Agreement and when issued and delivered against payment
therefore, the Series 2001-D Certificate and the Class D
Certificate will be duly and validly issued and outstanding, fully
paid, non-assessable, and entitled to the benefits of the
Agreement.
SECTION 5. Article IV of the Agreement.
(a) Except as otherwise provided in
subsection 5(b), Sections 4.01, 4.02 and 4.03 shall be read in
their entirety as provided in the Agreement.
(b) Notwithstanding any provision of the
Agreement or this Series Supplement to the contrary,
subsection 4.02(e) of the Agreement shall be amended to provide
that on each Transfer Date the Trustee, at the Transferor's
direction given on or before such Transfer Date, shall (i) treat
as Available Funds in accordance with subsection 4.06(a)
Series 2001-D's pro rata portion of Finance Charge Account
Investment Proceeds with respect to such Transfer Date based on
the ratio of the aggregate amount on deposit in the Finance Charge
15
Account with respect to Series 2001-D for the related Monthly
Period at the commencement of such Transfer Date to the
aggregate amount on deposit in the Finance Charge Account for the
related Monthly Period at the commencement of such
Transfer Date and (ii) treat as Available Funds in accordance with
subsection 4.06(a) Series 2001-D's pro rata portion of
PrincipalAccount Investment Proceeds with respect to such Transfer
Date based on the ratio of the aggregate amount on
deposit in the Principal Account with respect to Series 2001-D at
the commencement of such Transfer Date to the aggregate
amount on deposit in the Principal Account at the commencement of
such Transfer Date.
(c) Article IV (except for Sections 4.01,
4.02 and 4.03 thereof) shall be read in its entirety as
follows and shall be applicable only to the Series 2001-D
Certificate and the Class D Certificate:
ARTICLE
IV
RIGHTS OF
CERTIFICATEHOLDERS AND
ALLOCATION AND
APPLICATION OF COLLECTIONS
SECTION 4.04 Rights of Series 2001-D
Certificateholders and the Class D Certificateholder. The
Series 2001-D Certificate and the Class D Certificate shall
represent undivided interests in the Trust, consisting of the
right to receive, to the extent necessary to make the required
payments with respect to the Investor Certificate at the times
and in the amounts specified in this Agreement, (a) the Floating
Investor Percentage and Principal Investor Percentage (as
applicable from time to time) of Collections received with respect
to the Receivables and (b) funds on deposit in the
Collection Account, the Finance Charge Account and the Principal
Account. The Class D Certificate shall be subordinate to
the Series 2001-D Certificate as provided herein. The Transferor
Interest shall not represent any interest in the Collection
Account, the Finance Charge Account or the Principal Account,
except as specifically provided in this Article IV.
SECTION 4.05 Allocations.
(a) Allocations During the Revolving Period.
During the Revolving Period, the Servicer shall, prior to
the close of business on the day any Collections are deposited in
the Collection Account, allocate to the Series 2001-D
Certificateholders, the Class D Certificateholder or the Holder of
the Transferor Interest and pay or deposit from the
Collection Account the following amounts as set forth below:
(i) Allocate to the Series 2001-D
Certificateholders and the Class D Certificateholder and deposit in
the Finance Charge Account an amount equal to the product
of (y) the Floating Investor Percentage on the Date of
Processing of such Collections and (z) the aggregate
amount of Collections of Finance Charge Receivables on such
Date of Processing. Funds deposited into the Finance
Charge Account pursuant to this subsection 4.05(a)(i) shall be
applied in accordance with Section 4.06.
(ii) Allocate to the Series 2001-D
Certificateholders and the Class D Certificateholder an amount
equal
to the product of (1) the Principal Investor Percentage on
the Date of Processing of such Collections and (2) the
aggregate amount of
16
Collections processed in respect of Principal Receivables
on such Date of Processing, and, of such amount:
(A) deposit in the Principal Account on
each such Date of Processing an amount equal to the Daily
Principal Shortfall;
(B) deposit in the Principal Account the
following amounts:
(1) on each such Date of
Processing, an amount equal to the lesser of (x) the
Subordinated Note Percentage of the
Collections in respect of Principal Receivables allocated to
the Series 2001-D Certificateholders and
the Class D Certificateholder pursuant to this subsection
4.05(a)(ii) and (y) so long as the
Netting Conditions are satisfied, the Subordinated Principal
Target Deposit Amount; provided,
however, that if the Netting Conditions are not satisfied, an
amount equal to subsection
4.05(a)(ii)(B)(1)(x); and
(2) on the related Transfer
Date, deposit in the Principal Account an amount equal to
the lesser of (x) the Collections in
respect of Principal Receivables allocated to the Series
2001-D Certificateholders and the Class
D Certificateholder pursuant to this subsection 4.05(a)(ii)
and not previously deposited in the
Principal Account and (y) the excess, if any, of the Aggregate
Reallocated Principal Amount for the
related Monthly Period over the aggregate amount on deposit in
the Principal Account pursuant to
subsection 4.05(a)(ii)(B)(1) on the close of business on the last
day of the related Monthly Period.
(C) pay to the Holder of the Transferor
Interest an amount equal to any excess; provided, however,
that the amount to be paid to the Holder of the
Transferor Interest pursuant to this subsection
4.05(a)(ii)(C) with respect to any Date of
Processing shall be paid to the Holder of the Transferor
Interest if, and only to the extent that, the
Transferor Interest on such Transfer Date is equal to or
greater than the Minimum Transferor Interest
(after giving effect to the inclusion in the Trust of all
Receivables created on or prior to such Date of
Processing and the application of payments referred to in
subsection 4.03(b)) and otherwise shall be
considered as Unallocated Principal Collections and deposited
into the Principal Account in accordance with
subsection 4.05(c).
(b) Allocations During the Rapid
Amortization Period. During the Rapid Amortization Period, the
Servicer shall, prior to the close of business on the day any
Collections are deposited in the Collection Account, allocate
to the Series 2001-D Certificateholders, the Class D
Certificateholder or the Holder of the Transferor Interest and pay
or
deposit from the Collection Account the following amounts as set
forth below:
(i) Deposit into the Finance Charge Account
an amount equal to the product of (A) the Floating Investor
Percentage on the Date of Processing of such Collections
and
17
(B) the aggregate amount of Collections processed in
respect of Finance Charge Receivables on such Date of
Processing to be applied in accordance with Section 4.06.
(ii) (A) Deposit into the Principal
Account an amount equal to the product of (1) the Principal
Investor Percentage on the Date of Processing of such
Collections and (2) the aggregate amount of Collections
processed in respect of Principal Receivables on such Date
of Processing; provided, however, that the amount
deposited into the Principal Account pursuant to this
subsection 4.05(b)(ii)(A) shall not exceed the Investor
Interest as of the close of business on the last day of
the prior Monthly Period (after taking into account any
payments, deposits and adjustments to be made to the
Investor Interest on the Transfer Date relating to such Monthly
Period) and (B) pay to the Holder of the Transferor
Interest an amount equal to the excess, if any, identified in
the proviso to clause (A) above; provided, however, that
the amount to be paid to the Holder of the Transferor
Interest pursuant to this subsection 4.05(b)(ii)(B) with
respect to any Date of Processing shall be paid to the
Holder of the Transferor Interest if, and only to the
extent that, the Transferor Interest on such Date of
Processing is equal to or greater than the Minimum
Transferor Interest (after giving effect to the inclusion in the
Trust of all Receivables created on or prior to such Date
of Processing and the application of payments referred to
in subsection 4.03(b)) and otherwise shall be considered
as Unallocated Principal Collections and deposited into the
Principal Account in accordance with subsection 4.05(c).
(c) Unallocated Principal Collections. Any
Collections in respect of Principal Receivables not
allocated and paid to the Holder of the Transferor Interest because
of the limitations contained in subsections
4.05(a)(ii)(C) and 4.05(b)(ii)(B) and any amounts allocable to
Series 2001-D deposited in the Principal Account pursuant to
subsections 2.04(d)(iii) and 4.03(c) ("Unallocated Principal
Collections") shall be held in the Principal Account and, except
as provided in the following sentence, shall be paid to the Holder
of the Transferor Interest if, and only to the extent
that, the Transferor Interest is greater than the Minimum
Transferor Interest. For each Transfer Date with respect to any
Note Accumulation Period (as defined in the Indenture), any such
Unallocated Principal Collections held in the Principal
Account on such Transfer Date shall be included in the Investor
Principal Collections which to the extent available shall be
distributed as Available Investor Principal Collections to be
applied pursuant to Section 4.06 on such Transfer Date.
(d) Payments. With respect to the Series
2001-D Certificate and the Class D Certificate, and
notwithstanding anything in the Agreement or this Series Supplement
to the contrary, whether or not the Servicer is required
to make monthly or daily deposits from the Collection Account into
the Finance Charge Account or the Principal Account
pursuant to subsections 4.05(a) or 4.05(b), with respect to any
Monthly Period (i) the Servicer will only be required to
deposit Collections from the Collection Account into the Finance
Charge Account or the Principal Account up to the required
amount to be deposited into any such account and distributed on or
prior to the related Transfer Date to the Series 2001-D
Certificateholders and the Class D Certificateholder and (ii) if at
any time prior to such Transfer Date the amount of
Collections deposited in the Collection Account, the Finance Charge
Account or the Principal Account exceeds the amount
required to be deposited pursuant to clause (i) above, the Servicer
must immediately withdraw the excess from the Collection
Account, the Finance Charge
18
Account or the Principal Account, as applicable, and immediately
pay it to the Holder of the Transferor Interest.
SECTION 4.06 Monthly Payments. On or
before each Transfer Date, the Servicer shall instruct the
Trustee in writing (which writing shall be substantially in the
form of Exhibit B hereto) to withdraw and the Trustee, acting
in accordance with such instructions, shall withdraw on such
Transfer Date, to the extent of available funds, the amounts
required to be withdrawn from the Finance Charge Account and the
Principal Account as follows:
(a) An amount equal to the Available Funds
deposited into the Finance Charge Account for the related
Monthly Period will be distributed on each Transfer Date in the
following priority:
(i) an amount equal to the lesser of (A) the
Available Funds for such Transfer Date and (B) an amount
equal to the sum of the deposits, applications and
payments to be made on such Transfer Date pursuant to Sections
3.01(a) through (g) of the BAseries Indenture Supplement
will be paid on such Transfer Date to the Series 2001-D
Certificateholders in accordance with Section 5.01;
(ii) an amount equal to the lesser of (A) the
Available Funds remaining after the application specified
in subsection 4.06(a)(i) above and (B) the Aggregate Class
D Investor Default Amount for the immediately preceding
Monthly Period shall be treated as Available Investor
Principal Collections and shall be deposited into the
Principal Account on such Transfer Date;
(iii) an amount equal to the lesser of (A) the
Available Funds remaining after the application specified
in subsections 4.06(a)(i) and (ii) above and (B) the sum
of (1) the aggregate amount of any unreimbursed Class D
Investor Charge-Offs as of such Transfer Date and (2) the
aggregate amount of any reductions to the Class D Investor
Interest pursuant to Section 4.10(b) shall be treated as
Available Investor Principal Collections and shall be
deposited into the Principal Account on such Transfer
Date; and
(iv) an amount equal to the excess, if any,
of (A) the Available Funds for such Transfer Date over (B)
the applications specified in subsections 4.06(a)(i), (ii)
and (iii) will be paid on such Transfer Date to the
Series 2001-D Certificateholders in accordance with
Section 5.01 to be paid pursuant to Sections 3.01(h)and (i) of the
BAseries Indenture Supplement.
(b) During the Revolving Period, an amount
equal to the Available Investor Principal Collections
deposited into the Principal Account for the related Monthly Period
will be distributed on each Transfer Date in the
following priority:
(i) an amount equal to the lesser of (A) the
Available Investor Principal Collections for such Transfer
Date and (B) an amount equal to the Series 2001-D Monthly
Principal Payment for the related Monthly Period shall be
paid on such Transfer Date to the Series 2001-D
Certificateholders in accordance with Section 5.01;
19
(ii) an amount equal to the lesser of (A) the
Available Investor Principal Collections remaining after
the application specified in subsection 4.06(b)(i) above
and (B) the Class D Monthly Principal Amount shall be paid
on such Transfer Date to the Class D Certificateholder in
accordance with Section 5.01;
(iii) an amount equal to the lesser of (A) the
Available Investor Principal Collections remaining after
the application specified in subsections 4.06(b)(i) and
(ii) above and (B) the product of (1) a fraction, the
numerator of which is equal to the Available Investor
Principal Collections remaining after the application
specified in subsections 4.06(b)(i) and (ii) above for
such Transfer Date and the denominator of which is equal to
the sum of the Available Investor Principal Collections
available for sharing as specified in the related Series
Supplement for each Series in Group One (including Series
2001-D) and (2) the Cumulative Series Principal Shortfall
shall remain in the Principal Account to be treated as
Shared Principal Collections and applied to Series in Group
One other than this Series 2001-D; and
(iv) an amount equal to the excess, if any,
of (A) the Available Investor Principal Collections for such
Transfer Date over (B) the applications specified in
subsections 4.06(b)(i), (ii) and (iii) above shall be paid to
th
