Exhibit 4.3
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 2000-E
Certificateholders
___________________________________________________________________________________________________________________
AMENDED AND RESTATED SERIES
2000-E 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 2000-E
TABLE OF CONTENTS
Page
SECTION 1.Designation 1
SECTION 2.Definitions 2
SECTION 3.Servicing Compensation and Assignment of
Interchange...................................................21
SECTION 4.Reassignment and Transfer
Terms........................................................................22
SECTION 5.Delivery of the Class D
Certificate....................................................................22
SECTION 6.Form of Delivery of the Certificates; Depository;
Denominations........................................22
SECTION 7.Article IV of the
Agreement............................................................................23
SECTION 4.04.Rights of Certificateholders and the Collateral
Interest Holder.....................................23
SECTION
4.05.Allocations.........................................................................................23
SECTION 4.06.Determination of Monthly
Interest...................................................................27
SECTION 4.07.Determination of Monthly
Principal..................................................................28
SECTION 4.08.Coverage of Required
Amount.........................................................................30
SECTION 4.09.Monthly
Payments....................................................................................31
SECTION 4.10.Investor
Charge-Offs................................................................................35
SECTION 4.11.Excess
Spread.......................................................................................37
SECTION 4.12.Reallocated Principal
Collections...................................................................39
SECTION 4.13.Shared Principal
Collections........................................................................40
SECTION 4.14.Principal Funding
Account...........................................................................40
SECTION 4.15.Reserve
Account.....................................................................................42
SECTION 4.16.Swap Reserve
Fund...................................................................................44
SECTION
4.17.[RESERVED]..........................................................................................46
SECTION 4.18.Transferor's or Servicer's Failure to Make a Deposit
or Payment.....................................46
SECTION 4.19.Interest Rate
Swap..................................................................................47
SECTION 4.20.Interest Reserve
Account............................................................................48
SECTION 8.Article V of the
Agreement.............................................................................50
SECTION 5.01
Distributions..............................................................................50
SECTION 5.02 Monthly Series 2000-E Certificateholders'
Statement........................................51
SECTION 9.Series 2000-E Pay Out
Events...........................................................................53
SECTION 10.Series 2000-E
Termination.............................................................................54
SECTION 11.Periodic Finance Charges and Other
Fees...............................................................54
SECTION 12.Limitations on Addition of
Accounts...................................................................55
SECTION
13.Counterparts..........................................................................................55
-i-
TABLE OF CONTENTS
(continued)
Page
SECTION 14.Governing Law; Submission to Jurisdiction; Agent for
Service of Process...............................55
SECTION 15.Additional
Notices....................................................................................55
SECTION 16.Additional Representations and Warranties of the
Servicer.............................................55
SECTION 17.No
Petition...........................................................................................56
SECTION 18.Certain Tax Related
Amendments........................................................................56
SECTION 19.Transfers of the Collateral
Interest..................................................................56
SECTION 20. Uncertificated
Securities............................................................................57
SECTION 21. Transfers of the Class D
Certificate.................................................................57
EXHIBITS
EXHIBIT A-1 Form of Class A Certificate
EXHIBIT A-2 Form of Class B Certificate
EXHIBIT A-3 Form of Class D Certificate
EXHIBIT B Form of Monthly Payment Instructions and
Notification to the Trustee
EXHIBIT C Form of Monthly Series 2000-E
Certificateholders' Statement
EXHIBIT D Form of Collateral Interest Investment
Letter
SCHEDULE 1
Schedule to Exhibit C of the Pooling and Servicing Agreement
-ii-
AMENDED AND RESTATED SERIES 2000-E SUPPLEMENT,
dated as of March 2, 2009 (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)
(the "Trustee"), as Trustee under the Second
Amended and Restated Pooling and Servicing Agreement, dated as of
October 20, 2006, among FIA, as Servicer,
Funding, as Transferor, and the Trustee, as amended and
supplemented from time to time (the "Agreement").
WHEREAS, the Trustee and MBNA America Bank,
National Association ("MBNA") (as the predecessor
to FIA) have heretofore executed and delivered a Series 2000-E
Supplement, dated as of June 1, 2000 (as amended,
supplemented or otherwise modified prior to March 2, 2009, the
"Original Series 2000-E Supplement"); and
WHEREAS, the parties hereto desire to amend and
restate in its entirety the Original Series
2000-E 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
Original Series 2000-E 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 2000-E
Supplement, MBNA, as seller and predecessor to the
Transferor, and the Trustee created a Series of Investor
Certificates consisting of the Class A Certificates, the
Class B Certificates and the Collateral Interest, 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 2000-E
Supplement consists of Investor Certificates issued in two classes
pursuant to the Agreement and the Original
Series 2000-E Supplement and known together as the "Series 2000-E
Certificates." The two classes are designated
the Class A 7.80% Asset Backed Certificates, Series 2000-E (the
"Class A Certificates") and the Class B 8.15%
Asset Backed Certificates, Series 2000-E (the "Class B
Certificates"). The Class A Certificates and the Class B
Certificates are substantially in the form of Exhibits A-1 and A-2
hereto, respectively. In addition, a third
Class of an uncertificated interest in the Trust was created, which
is deemed to be an "Investor Certificate" for
all purposes under the Agreement and this Series Supplement, except
as expressly provided herein, and which is
known as the Collateral Interest, Series 2000-E (the "Collateral
Interest"). In addition, there is hereby
created a fourth Class of Investor Certificates which shall be
known as the Class D Certificate, Series 2000-E
(the "Class D Certificate," and together with the Class A
Certificates and the Class B Certificates, the "Series
2000-E Certificates"). The Class D Certificate shall be issued as
one definitive certificate substantially in
the form of Exhibit A-3 hereto.
(b) Series 2000-E is included in Group One
(as defined below). Series 2000-E is not
subordinated to any other Series.
(c) The Collateral Interest Holder, as
holder of an "Investor Certificate" under the
Agreement, is 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 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
Collateral Interest, and (ii) the provisions of
Section 3.07 of the Agreement do not apply to cause the Collateral
Interest to be treated as debt for federal,
state and local income and franchise tax purposes, but rather the
Transferor intends and, together with the
Collateral Interest Holder, agrees to treat the Collateral Interest
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 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 intends and, together
with the Class D Certificateholder, 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.
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 Investor Certificates and no
other Series of Certificates issued by the Trust.
"Accumulation Period" 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 Controlled
Accumulation Period.
"Accumulation Period Factor" shall mean, for each
Monthly Period, a fraction, the numerator of
which is equal to the sum of the initial investor interests of all
outstanding Series, and the denominator of
which is equal to the sum of (a) the Initial Investor Interest, (b)
the initial investor interests of all
outstanding Series (other than Series 2000-E) which are not
expected to be in their revolving periods, and (c)
the initial investor interests of all other
2
outstanding Series which are not allocating Shared Principal
Collections to other Series and are in their
revolving periods; provided, however, that this definition may be
changed at any time if the Rating Agency
Condition is satisfied.
"Accumulation Period Length" shall have the
meaning assigned such term in subsection 4.09(k).
"Accumulation Shortfall" shall initially mean
zero and shall thereafter mean, with respect to
any Monthly Period during the Controlled Accumulation Period, the
excess, if any, of the Controlled Deposit
Amount for the previous Monthly Period over the amount deposited
into the Principal Funding Account pursuant to
subsections 4.09(f)(i), 4.09(f)(ii), 4.09(f)(iii) and 4.09(f)(iv)
with respect to the Class A Certificates, the
Class B Certificates, the Collateral Interest and the Class D
Certificates, respectively, for the previous
Monthly Period.
"Adjusted Investor Interest" shall mean, with
respect to any date of determination, an amount
equal to the sum of (a) the Class A Adjusted Investor Interest, (b)
the Class B Adjusted Investor Interest, (c)
the Collateral Interest Adjusted Amount and (d) the Class D
Adjusted Investor Interest.
"Aggregate Investor Default Amount" shall mean,
with respect to any Monthly Period, the sum of
the Investor Default Amounts in respect of such Monthly Period.
"Assignee" shall have the meaning specified in
subsection 19(a).
"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, minus (b) the amount of
Reallocated Class D Principal Collections, Reallocated Collateral
Principal Collections and Reallocated Class B
Principal Collections with respect to such Monthly Period which
pursuant to Section 4.12 are required to fund the
Class A Required Amount, the Class B Required Amount and the
Collateral Required Amount, plus (c) the amount of
Shared Principal Collections with respect to Group One that are
allocated to Series 2000-E in accordance with
subsection 4.13(b).
"Available Reserve Account Amount" shall mean,
with respect to any Transfer Date, the lesser of
(a) the amount on deposit in the Reserve Account on such date
(after taking into account any interest and
earnings retained in the Reserve Account pursuant to subsection
4.15(b) on such date), but before giving effect
to any deposit made or to be made pursuant to subsection 4.11(i) to
the Reserve Account on such date), and (b)
the Required Reserve Account Amount.
"Available Swap Reserve Fund Amount" shall mean,
with respect to any Transfer Date, the lesser
of (a) the amount on deposit in the Swap Reserve Fund on such date
(after taking into account any interest and
earnings retained in the Swap Reserve Fund pursuant to subsection
4.16(b) on such date), and (b) the Required
Swap Reserve Fund Amount.
"Base Rate" shall mean, with respect to any
Monthly Period, the annualized percentage
equivalent of a fraction, the numerator of which is equal to the
sum of the Class A Monthly Interest, the Class B
Monthly Interest, the Collateral Minimum Monthly Interest, and
3
the Net Swap Payment, if any, each for the related Interest Period,
less the Net Swap Receipt, if any, deposited
in the Finance Charge Account for such Interest Period, and the
Certificateholder Servicing Fee and the Servicer
Interchange, each with respect to such Monthly Period, and the
denominator of which is the Investor Interest as
of the close of business on the last day of such Monthly Period.
"Certificateholder Servicing Fee" shall have the
meaning specified in subsection 3(a) hereof.
"Class A Account Percentage" shall mean, with
respect to any date of determination, the
percentage equivalent of a fraction, the numerator of which is the
aggregate amount on deposit in the Principal
Funding Account with respect to Class A Monthly Principal as of the
Record Date preceding the related Transfer
Date and the denominator of which is the aggregate amount on
deposit in the Principal Funding Account with
respect to Class A Monthly Principal and Class B Monthly Principal
as of the Record Date preceding the related
Transfer Date.
"Class A Additional Interest" shall have the
meaning specified in subsection 4.06(a).
"Class A Adjusted Investor Interest" shall mean,
with respect to any date of determination, an
amount equal to the Class A Investor Interest minus the funds on
deposit in the Principal Funding Account (in an
amount not to exceed the Class A Investor Interest) on such date of
determination.
"Class A Available Funds" shall mean, with
respect to any Monthly Period, an amount equal to
the sum of (a) the Class A Floating Allocation of the Collections
of Finance Charge Receivables and amounts with
respect to Annual Membership Fees allocated to the Investor
Certificates 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), excluding the portion of Collections of
Finance Charge Receivables attributable to Servicer Interchange,
(b) an amount equal to the product of (i) the
Class A Account Percentage and (ii) the Principal Funding
Investment Proceeds, if any, with respect to the
related Transfer Date, (c) amounts, if any, to be withdrawn from
the Reserve Account which will be deposited into
the Finance Charge Account on the related Transfer Date to be
treated as Class A Available Funds pursuant to
subsections 4.15(b) and 4.15(d)(i), (d) the Net Swap Receipt, if
any, deposited in the Finance Charge Account
with respect to such Monthly Period and previously due but not paid
Net Swap Receipts, if any, deposited in the
Finance Charge Account with respect to such Monthly Period, (e)
amounts, if any, to be withdrawn from the Swap
Reserve Fund which will be deposited into the Finance Charge
Account on the related Transfer Date pursuant to
subsection 4.16(d), and (f) amounts, if any, to be withdrawn from
the Interest Reserve Account and deposited into
the Finance Charge Account on the related Transfer Date pursuant to
subsection 4.20(c).
"Class A Certificate Rate" shall mean 7.80% per
annum, calculated on the basis of a 360-day
year consisting of twelve 30-day months.
4
"Class A Certificateholder" shall mean the Person
in whose name a Class A Certificate is
registered in the Certificate Register.
"Class A Certificates" shall mean any of the
certificates executed by the Transferor and
authenticated by or on behalf of the Trustee, substantially in the
form of Exhibit A-1 hereto.
"Class A Deficiency Amount" shall have the
meaning specified in subsection 4.06(a).
"Class A Fixed Allocation" shall mean, with
respect to any Monthly Period following the
Revolving Period, the percentage equivalent (which percentage shall
never exceed 100%) of a fraction, the
numerator of which is the Class A Investor Interest as of the close
of business on the last day of the Revolving
Period and the denominator of which is equal to the Investor
Interest as of the close of business on the last day
of the Revolving Period.
"Class A Floating Allocation" shall mean, with
respect to any Monthly Period, the percentage
equivalent (which percentage shall never exceed 100%) of a
fraction, the numerator of which is the Class A
Adjusted Investor Interest as of the close of business on the last
day of the preceding Monthly Period and the
denominator of which is equal to the Adjusted Investor Interest as
of the close of business on such day;
provided, however, that, with respect to the first Monthly Period,
the Class A Floating Allocation shall mean the
percentage equivalent of a fraction, the numerator of which is the
Class A Initial Investor Interest and the
denominator of which is the Initial Investor Interest.
"Class A Initial Investor Interest" shall mean
the aggregate initial principal amount of the
Class A Certificates, which is $500,000,000.
"Class A Investor Allocation" shall mean with
respect to any Monthly Period, (a) with respect
to Default Amounts and Finance Charge Receivables at any time and
Principal Receivables during the Revolving
Period, the Class A Floating Allocation, and (b) with respect to
Principal Receivables during the Controlled
Accumulation Period, the Rapid Accumulation Period or the Rapid
Amortization Period, the Class A Fixed Allocation.
"Class A Investor Charge-Offs" shall have the
meaning specified in subsection 4.10(a).
"Class A Investor Default Amount" shall mean,
with respect to each Transfer Date, an amount
equal to the product of (a) the Aggregate Investor Default Amount
for the related Monthly Period and (b) the
Class A Floating Allocation applicable for the related Monthly
Period.
"Class A Investor Interest" shall mean, on any
date of determination, an amount equal to (a)
the Class A Initial Investor Interest, minus (b) the aggregate
amount of principal payments made to Class A
Certificateholders prior to such date and minus (c) the excess, if
any, of the aggregate amount of Class A
Investor Charge-Offs pursuant to subsection 4.10(a) over Class A
Investor Charge-Offs reimbursed pursuant to
subsection 4.11(b) prior to such date of
5
determination; provided, however, that the Class A Investor
Interest may not be reduced below zero.
"Class A Monthly Interest" shall mean the monthly
interest distributable in respect of the
Class A Certificates as calculated in accordance with subsection
4.06(a).
"Class A Monthly Principal" shall mean the
monthly principal distributable in respect of the
Class A Certificates as calculated in accordance with subsection
4.07(a).
"Class A Required Amount" shall have the meaning
specified in subsection 4.08(a).
"Class A Servicing Fee" shall have the meaning
specified in subsection 3(a) of this Series
Supplement.
"Class B Account Percentage" shall mean, with
respect to any date of determination, the
percentage equivalent of a fraction, the numerator of which is the
aggregate amount on deposit in the Principal
Funding Account with respect to Class B Monthly Principal as of the
Record Date preceding the related Transfer
Date and the denominator of which is the aggregate amount on
deposit in the Principal Funding Account with
respect to Class A Monthly Principal and Class B Monthly Principal
as of the Record Date preceding the related
Transfer Date.
"Class B Additional Interest" shall have the
meaning specified in subsection 4.06(b).
"Class B Adjusted Investor Interest" shall mean,
with respect to any date of determination, an
amount equal to the Class B Investor Interest minus the excess, if
any, of the Principal Funding Account Balance
over the Class A Investor Interest on such date of determination
(such excess not to exceed the Class B Investor
Interest).
"Class B Available Funds" shall mean, with
respect to any Monthly Period, an amount equal to
the sum of (a) the Class B Floating Allocation of the Collections
of Finance Charge Receivables and amounts with
respect to Annual Membership Fees allocated to the Investor
Certificates 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), excluding the portion of Collections of
Finance Charge Receivables attributable to Servicer Interchange,
(b) an amount equal to the product of (i) the
Class B Account Percentage and (ii) the Principal Funding
Investment Proceeds, if any, with respect to the
related Transfer Date and (c) amounts, if any, to be withdrawn from
the Reserve Account which will be deposited
into the Finance Charge Account on the related Transfer Date to be
treated as Class B Available Funds pursuant to
subsection 4.15(d)(ii).
"Class B Certificate Rate" shall mean 8.15% per
annum, calculated on the basis of a 360-day
year consisting of twelve 30-day months.
6
"Class B Certificateholder" shall mean the Person
in whose name a Class B Certificate is
registered in the Certificate Register.
"Class B Certificates" shall mean any of the
certificates executed by the Transferor and
authenticated by or on behalf of the Trustee, substantially in the
form of Exhibit A-2 hereto.
"Class B Deficiency Amount" shall have the
meaning specified in subsection 4.06(b).
"Class B Fixed Allocation" shall mean, with
respect to any Monthly Period following the
Revolving Period, the percentage equivalent (which percentage shall
never exceed 100%) of a fraction, the
numerator of which is the Class B Investor Interest as of the close
of business on the last day of the Revolving
Period and the denominator of which is equal to the Investor
Interest as of the close of business on the last day
of the Revolving Period.
"Class B Floating Allocation" shall mean, with
respect to any Monthly Period, the percentage
equivalent (which percentage shall never exceed 100%) of a
fraction, the numerator of which is the Class B
Adjusted Investor Interest as of the close of business on the last
day of the preceding Monthly Period and the
denominator of which is equal to the Adjusted Investor Interest as
of the close of business on such day;
provided, however, that, with respect to the first Monthly Period,
the Class B Floating Allocation shall mean the
percentage equivalent of a fraction, the numerator of which is the
Class B Initial Investor Interest and the
denominator of which is the Initial Investor Interest.
"Class B Initial Investor Interest" shall mean
the aggregate initial principal amount of the
Class B Certificates, which is $45,000,000.
"Class B Investor Allocation" shall mean with
respect to any Monthly Period, (a) with respect
to Default Amounts and Finance Charge Receivables at any time or
Principal Receivables during the Revolving
Period, the Class B Floating Allocation, and (b) with respect to
Principal Receivables during the Controlled
Accumulation Period, the Rapid Accumulation Period or the Rapid
Amortization Period, the Class B Fixed Allocation.
"Class B Investor Charge-Offs" shall have the
meaning specified in subsection 4.10(b).
"Class B Investor Default Amount" shall mean,
with respect to each Transfer Date, an amount
equal to the product of (a) the Aggregate Investor Default Amount
for the related Monthly Period and (b) the
Class B Floating Allocation applicable for the related Monthly
Period.
"Class B Investor Interest" shall mean, on any
date of determination, an amount equal to (a)
the Class B Initial Investor Interest, minus (b) the aggregate
amount of principal payments made to Class B
Certificateholders prior to such date, minus (c) the aggregate
amount of Class B Investor Charge-Offs for all
prior Transfer Dates pursuant to subsection 4.10(b), minus (d) the
amount of the Reallocated Class B Principal
Collections allocated pursuant to subsection 4.12(a) on all prior
Transfer Dates for which the Collateral
Interest Amount has not
7
been reduced, minus (e) an amount equal to the amount by which the
Class B Investor Interest has been reduced
on all prior Transfer Dates pursuant to subsection 4.10(a) and plus
(f) the aggregate amount of Excess Spread
allocated and available on all prior Transfer Dates pursuant to
subsection 4.11(d) for the purpose of reimbursing
amounts deducted pursuant to the foregoing clauses (c), (d) and
(e); provided, however, that the Class B Investor
Interest may not be reduced below zero.
"Class B Monthly Interest" shall mean the monthly
interest distributable in respect of the
Class B Certificates as calculated in accordance with subsection
4.06(b).
"Class B Monthly Principal" shall mean the
monthly principal distributable in respect of the
Class B Certificates as calculated in accordance with subsection
4.07(b).
"Class B Required Amount" shall have the meaning
specified in subsection 4.08(b).
"Class B Servicing Fee" shall have the meaning
specified in subsection 3(a) hereof.
"Class D Adjusted Investor Interest" shall mean,
with respect to any date of determination, an
amount equal to the class D Investor Interest minus the excess, if
any, of the Principal Funding Account Balance
over the sum of the Class A Investor Interest, the Class B Investor
Interest and the Collateral Interest Amount
on such date of determination (such excess not to exceed the Class
D Investor Interest).
"Class D Available Funds" shall mean, with
respect to any Monthly Period, an amount equal to
the Class D Floating Allocation of the Collections of Finance
Charge Receivables and amounts with respect to
Annual Membership Fees allocated to the Investor Certificates 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), excluding
the portion of Collections of Finance Charge
Receivables attributable to Servicer Interchange.
"Class D Certificateholder" shall mean the
Transferor or its successor in interest.
"Class D Certificates" shall mean any of the
certificates executed by the Transferor and
authenticated by or on behalf of the Trustee, substantially in the
form of Exhibit A-3 hereto.
"Class D Fixed Allocation" shall mean with
respect to any Monthly Period following the
Revolving Period, the percentage equivalent (which percentage shall
never exceed 100%) of a fraction, the
numerator of which is the Class D Investor Interest as of the close
of business on the last day of the Revolving
Period and the denominator of which is equal to the Investor
Interest as of the close of business on the last day
of the Revolving Period.
"Class D Floating Allocation" shall mean, with
respect to any Monthly Period, the percentage
equivalent (which percentage shall never exceed 100%) of a
fraction, the numerator
8
of which is the Class D Adjusted Investor Interest as of the close
of business on the last day of the preceding
Monthly Period and the denominator of which is equal to the
Adjusted Investor Interest as of the close of
business on such day; provided, however, that, with respect to the
first Monthly Period, the Class D Floating
Allocation shall mean the percentage equivalent of a fraction, the
numerator of which is the Class D Initial
Investor Interest and the denominator of which is the Initial
Investor Interest.
"Class D Initial Investor Interest" shall mean
$51,030,000.
"Class D Investor Allocation" shall mean with
respect to any Monthly Period (a) with respect to
Default Amounts and Finance Charge Receivables at any time or
Principal Receivables during the Revolving Period,
the Class D Floating Allocation, and (b) with respect to Principal
Receivables during the Controlled Accumulation
Period, the Rapid Accumulation Period or the Rapid Amortization
Period, the Class D Fixed Allocation.
"Class D Investor Charge-Offs" shall have the
meaning specified in subsection 4.10(d).
"Class D Investor Default Amount" shall mean,
with respect to any Transfer Date, an amount
equal to the product of (a) the Aggregate Investor Default Amount
for the related Monthly Period and (b) the
Class D Floating Allocation applicable for the related Monthly
Period.
"Class D Investor Interest" shall mean, an amount
equal to (a) the Class D Initial Investor
Interest, minus (b) the aggregate amount of principal payments made
to the Class D Certificateholder prior to
such date, minus (c) the aggregate amount of Class D Investor
Charge-Offs for all prior Transfer Dates pursuant
to subsection 4.10(d), minus (d) the amount of Reallocated
Principal Collections allocated pursuant to
subsections 4.12(a), (b) and (c) on all prior Transfer Dates, minus
(e) an amount equal to the amount by which
the Class D Investor Interest has been reduced on all prior
Transfer Dates pursuant to subsections 4.10(a), (b)
and (c), and plus (f) the aggregate amount of Excess Spread
allocated and available on all prior Transfer Dates
pursuant to subsection 4.11(m) for the purpose of reimbursing
amounts deducted pursuant to the foregoing clauses
(c), (d) and (e); provided, however, that the Class D Investor
Interest may not be reduced below zero.
"Class D Monthly Principal" shall mean the
monthly principal distributable in respect of the
Class D Investor Interest as calculated in accordance with
subsection 4.07(d).
"Class D Servicing Fee" shall have the meaning
specified in subsection 3(a) hereof.
"Closing Date" shall mean June 1, 2000.
"Code" shall mean the Internal Revenue Code of
1986, as amended.
"Collateral Allocation" shall mean with respect
to any Monthly Period, (a) with respect to
Default Amounts and Finance Charge Receivables at any time or
Principal Receivables during the Revolving Period,
the Collateral Floating Allocation, and (b) with respect
9
to Principal Receivables during the Controlled Accumulation Period,
the Rapid Accumulation Period or the Rapid
Amortization Period, the Collateral Fixed Allocation.
"Collateral Available Funds" shall mean, with
respect to any Monthly Period, an amount equal to
the Collateral Floating Allocation of the Collections of Finance
Charge Receivables and amounts with respect to
Annual Membership Fees allocated to the Investor Certificates 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), excluding the
portion of Collections of Finance Charge Receivables
attributable to Servicer Interchange.
"Collateral Charge-Offs" shall have the meaning
specified in subsection 4.10(c).
"Collateral Default Amount" shall mean, with
respect to any Transfer Date, an amount equal to
the product of (a) the Aggregate Investor Default Amount for the
related Monthly Period and (b) the Collateral
Floating Allocation applicable for the related Monthly Period.
"Collateral Fixed Allocation" shall mean with
respect to any Monthly Period following the
Revolving Period, the percentage equivalent (which percentage shall
never exceed 100%) of a fraction, the
numerator of which is the Collateral Interest Amount as of the
close of business on the last day of the Revolving
Period and the denominator of which is equal to the Investor
Interest as of the close of business on the last day
of the Revolving Period.
"Collateral Floating Allocation" shall mean, with
respect to any Monthly Period, the percentage
equivalent (which percentage shall never exceed 100%) of a
fraction, the numerator of which is the Collateral
Interest Adjusted Amount as of the close of business on the last
day of the preceding Monthly Period and the
denominator of which is equal to the Adjusted Investor Interest as
of the close of business on such day;
provided, however, that, with respect to the first Monthly Period,
the Collateral Floating Allocation shall mean
the percentage equivalent of a fraction, the numerator of which is
the Collateral Interest Initial Amount and the
denominator of which is the Initial Investor Interest.
"Collateral Interest" shall mean a fractional
undivided interest in the Trust which shall
consist of the right to receive (i) to the extent necessary to make
the required payments to the Collateral
Interest Holder under this Series Supplement, the portion of
Collections allocable thereto under the Agreement
and this Series Supplement, funds on deposit in the Collection
Account allocable thereto pursuant to the
Agreement and this Series Supplement, and funds on deposit in the
Principal Funding Account or any other Series
Account (and any investment earnings thereon, net of investment
expenses and losses, if and to the extent
specifically provided herein) allocable thereto pursuant to the
Agreement and this Series Supplement and (ii)
amounts available for payment to the Collateral Interest Holder
pursuant to subsections 4.11(j) and 4.11(n) and
Sections 4.15, 4.16 and 4.19.
"Collateral Interest Adjusted Amount" shall mean,
with respect to any date of determination, an
amount equal to the Collateral Interest Amount minus the excess, if
any, of the
10
Principal Funding Account Balance over the sum of the Class A
Investor Interest and the Class B Investor Interest
on such date of determination (such excess not to exceed the
Collateral Interest Amount).
"Collateral Interest Amount" shall mean, an
amount equal to (a) the Collateral Interest Initial
Amount, minus (b) the aggregate amount of principal payments made
to the Collateral Interest Holder prior to such
date, minus (c) the aggregate amount of Collateral Charge-Offs for
all prior Transfer Dates pursuant to subsection
4.10(c), minus (d) the amount of Reallocated Principal Collections
allocated pursuant to subsections 4.12(a) and
(b) on all prior Transfer Dates, minus (e) an amount equal to the
amount by which the Collateral Interest Amount
has been reduced on all prior Transfer Dates pursuant to
subsections 4.10(a) and (b), and plus (f) the aggregate
amount of Excess Spread allocated and available on all prior
Transfer Dates pursuant to subsection 4.11(h) for the
purpose of reimbursing amounts deducted pursuant to the foregoing
clauses (c), (d) and (e); provided further,
however, that the Collateral Interest Amount may not be reduced
below zero.
"Collateral Interest Holder" shall mean the
entity so designated in writing by the Transferor
to the Trustee.
"Collateral Interest Initial Amount" shall mean
$45,000,000.
"Collateral Interest Servicing Fee" shall have
the meaning specified in subsection 3(a) hereof.
"Collateral Minimum Monthly Interest" shall mean
the monthly interest distributable in respect
of the Collateral Interest Amount as calculated in accordance with
subsection 4.06(c).
"Collateral Minimum Rate" shall mean, for any
Interest Period, the rate specified in the
Transfer Agreement; provided, however, that the Collateral Minimum
Rate shall not exceed a rate of 9.50% per
annum.
"Collateral Monthly Principal" shall mean the
monthly principal distributable in respect of the
Collateral Interest Amount as calculated in accordance with
subsection 4.07(c).
"Collateral Required Amount" shall have the
meaning specified in subsection 4.08(c).
"Controlled Accumulation Amount" shall mean for
any Transfer Date with respect to the
Controlled Accumulation Period, $53,419,166.67; provided, however,
that if the Accumulation Period Length is
determined to be less than 12 months pursuant to subsection
4.09(k), the Controlled Accumulation Amount for each
Transfer Date with respect to the Controlled Accumulation Period
will be equal to (i) the product of (x) the
Initial Investor Interest and (y) the Accumulation Period Factor
for such Monthly Period divided by (ii) the Required
Accumulation Factor Number.
"Controlled Accumulation Period" shall mean,
unless a Pay Out Event shall have occurred prior
thereto, the period commencing at the close of business on April
30, 2009 or such
11
later date as is determined in accordance with subsection 4.09(k)
and ending on the first to occur of (a) a Pay
Out Commencement Date and (b) the Series 2000-E Termination Date.
"Controlled Deposit Amount" shall mean, with
respect to any Transfer Date, the sum of (a) the
Controlled Accumulation Amount for such Transfer Date and (b) any
existing Accumulation Shortfall.
"Covered Amount" shall mean an amount, determined
as of each Transfer Date with respect to the
Controlled Accumulation Period or the Rapid Accumulation Period and
the first Transfer Date with respect to the
Rapid Amortization Period, equal to the sum of (a) the product of
(i) a fraction, the numerator of which is the
actual number of days in the related Interest Period, or, in the
event the Interest Rate Swap has been
terminated, the numerator of which is 30, and, in either case, the
denominator of which is 360, times (ii) the
Swap Floating Rate, or, in the event the Interest Rate Swap has
been terminated, the Class A Certificate Rate, in
either case, in effect with respect to such Interest Period, times
(iii) the aggregate amount on deposit in the
Principal Funding Account with respect to Class A Monthly Principal
as of the Record Date preceding such Transfer
Date, plus (b) one-twelfth of the product of (i) the Class B
Certificate Rate in effect with respect to such
Interest Period times (ii) the aggregate amount on deposit in the
Principal Funding Account with respect to Class
B Monthly Principal as of the Record Date preceding such Transfer
Date.
"Credit Enhancement" shall mean (a) with respect
to the Class A Certificates, the subordination
of the Class B Certificates, the Collateral Interest and the Class
D Certificates, (b) with respect to the Class
B Certificates, the subordination of the Collateral Interest and
the Class D Certificates, and (c) with respect
to the Collateral Interest, the subordination of the Class D
Certificates.
"Credit Enhancement Provider" shall mean the
Collateral Interest Holder.
"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 17, 2000 and
the fifteenth day of each calendar month
thereafter, or if such fifteenth day is not a Business Day, the
next succeeding Business Day.
"Excess Spread" shall mean, with respect to any
Transfer Date, the sum of the amounts with
respect to such Transfer Date, if any, specified pursuant to
subsections 4.09(a)(v), 4.09(b)(iii), 4.09(c)(ii)
and 4.09(d)(ii).
12
"Fitch" shall mean Fitch, Inc. or its successors.
"Fixed Amount" shall mean, for any Transfer Date,
an amount equal to the fixed amount payable
by the Swap Counterparty to the Trust for such date pursuant to the
Interest Rate Swap.
"Fixed Investor Percentage" shall mean, with
respect to any Monthly Period, the percentage
equivalent of a fraction, the numerator of which is the Investor
Interest as of the close of business on the last
day of the Revolving Period 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 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, however, that with respect to any Monthly
Period in which an Addition Date occurs or in
which 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, the
denominator determined pursuant to clause (a) hereof shall be (i)
the aggregate amount of Principal Receivables
in the Trust as of the close of business on the last day of the
prior Monthly Period for the period from and
including the first day of such Monthly Period to but excluding the
related Addition Date or Removal Date and
(ii) the aggregate amount of Principal Receivables in the Trust as
of the beginning of the day on the related
Addition Date or Removal Date after adjusting for the aggregate
amount of Principal Receivables added to or
removed from the Trust on the related Addition Date or Removal
Date, for the period from and including the
related Addition Date or Removal Date to and including the last day
of such Monthly Period.
"Fixed Rate Notional Amount" shall mean the Fixed
Rate Notional Amount as defined in the
Interest Rate Swap.
"Floating Amount" shall mean, for any Transfer
Date, an amount equal to the floating amount
payable by the Trust to the Swap Counterparty for such date
pursuant to the Interest Rate Swap.
"Floating Investor Percentage" shall mean, with
respect to any Monthly Period, the percentage
equivalent of a fraction, the numerator of which is the Adjusted
Investor Interest as of the close of business on
the last day of the preceding Monthly Period (or with respect to
the first Monthly Period, the Initial Investor
Interest) 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
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, Default Amounts or Principal Receivables, as
applicable, for all outstanding Series on such date of
determination; provided, however, that with respect to any Monthly
Period in which an Addition Date occurs
13
or in which 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,
the denominator determined pursuant to clause (a) hereof shall be
(i) the aggregate amount of Principal
Receivables in the Trust as of the close of business on the last
day of the prior Monthly Period for the period
from and including the first day of such Monthly Period to but
excluding the related Addition Date or Removal
Date and (ii) theaggregate amount of Principal Receivables in the
Trust as of the beginning of the day on the
related Addition Date or Removal Date after adjusting for the
aggregate amount of Principal Receivables added to
or removed from the Trust on the related Addition Date or Removal
Date, for the period from and including the
related Addition Date or Removal Date to and including the last day
of such Monthly Period.
"Group One" shall mean Series 2000-E 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 2000-E) 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 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) 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), (d) 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 (e) such other amounts as
may be specified in the related Supplements for all Series in
Group One.
"Initial Investor Interest" shall mean
$641,030,000.
"Interest Period" shall mean, with respect to any
Distribution Date, the period from and
including the previous Distribution Date (or in the case of the
first Distribution Date, from and including the
Closing Date) through the day preceding such Distribution Date.
"Interest Rate Swap" shall mean the ISDA Master
Agreement, together with the Schedule thereto,
each dated as of the Closing Date between the Trustee on behalf of
the Trust and the Swap Counterparty, as such
Interest Rate Swap may be amended, modified or replaced.
"Interest Reserve Account" shall have the meaning
specified in subsection 4.19(g).
14
"Interest Reserve Account Event" shall have the
meaning specified in subsection 4.19(g).
"Investment Letter" shall have the meaning
specified in subsection 19(b).
"Investor Certificateholder" shall mean (a) with
respect to the Class A Certificates, the
holder of record of a Class A Certificate, (b) with respect to the
Class B Certificates, the holder of record of a
Class B Certificate, (c) with respect to the Collateral Interest,
the Collateral Interest Holder and (d) with
respect to the Class D Certificates, the Class D Certificateholder.
"Investor Certificates" shall mean the Class A
Certificates, the Class B Certificates, the
Collateral Interest and the Class D Certificate.
"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.
"Investor Interest" shall mean, on any date of
determination, an amount equal to the sum of (a)
the Class A Investor Interest, (b) the Class B Investor Interest,
(c) the Collateral Interest Amount and (d) the
Class D Investor Interest, each as of such date.
"Investor Percentage" shall mean for any Monthly
Period, (a) with respect to Finance Charge
Receivables and Default Amounts at any time and Principal
Receivables during the Revolving Period, the Floating
Investor Percentage and (b) with respect to Principal Receivables
during the Controlled Accumulation Period, the
Rapid Accumulation Period or the Rapid Amortization Period, the
Fixed 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), (iii), (iv) and (v), 4.05(b)(ii), (iii), (iv) and (v),
4.05(c)(ii) or 4.05(d)(ii), in each case, as
applicable to such Monthly Period, (b) the aggregate amount to be
treated as Investor Principal Collections
pursuant to subsections 4.09(a)(iv) and 4.11(a), (b), (c), (d),
(g), (h), (l) and (m) for such Monthly Period
(other than such amount paid from Reallocated Principal
Collections), and (c) the aggregate amount of Unallocated
Principal Collections deposited into the Principal Account pursuant
to subsection 4.05(e).
"Investor Servicing Fee" shall have the meaning
specified in subsection 3(a) hereof.
"Monthly Interest" shall mean, with respect to
any Transfer Date, the sum of (a) the Class A
Monthly Interest, the Class A Additional Interest, if any, and the
unpaid Class A Deficiency Amount, if any, (b)
the Class B Monthly Interest, the Class B Additional Interest, if
any, and the unpaid Class B Deficiency Amount,
if any, (c) the Collateral Minimum Monthly Interest and any
previously due and the unpaid Collateral Minimum
Monthly Interest, and (d) the Net Swap Payment, if any, and
previously due but not paid Net Swap Payments, if
any, each with respect to such Transfer Date.
15
"Monthly Period" shall have the meaning specified
in the Agreement, except that (a) the first
Monthly Period with respect to the Investor Certificates other than
the Class D Certificate shall begin on and
include the Closing Date and shall end on and include June 30,
2000, and (b) the first Monthly Period with
respect to the Class D Certificate shall begin on and include the
date hereof and shall end on and include March
31, 2009.
"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.
"Net Swap Payment" shall mean, for any Transfer
Date, (a) if the netting provisions of
subsection 2(c)(ii) of the Interest Rate Swap apply, the amount by
which the Floating Amount for such date
exceeds the Fixed Amount for such date, and (b) otherwise, an
amount equal to the Floating Amount for such date.
"Net Swap Receipt" shall mean, for any Transfer
Date, (a) if the netting provisions of
subsection 2(c)(ii) of the Interest Rate Swap apply, the amount by
which the Fixed Amount for such date exceeds
the Floating Amount for such date, and (b) otherwise, an amount
equal to the Fixed Amount for such date.
"Pay Out Commencement Date" shall mean the date
on which a Trust Pay Out Event is deemed to
occur pursuant to Section 9.01 or a Series 2000-E Pay Out Event is
deemed to occur pursuant to Section 9 hereof.
"Permitted Assignee" shall mean any Person who,
if it were the Collateral Interest Holder or
holder of an interest in the Trust, as applicable, would not cause
the Trust to be taxable as a publicly traded
partnership for federal income tax purposes.
"Portfolio Adjusted Yield" shall mean, with
respect to any Transfer Date, commencing on and
including the October 2000 Transfer Date, the average of the
percentages obtained for each of the three preceding
Monthly Periods by subtracting the Base Rate from the Portfolio
Yield for such Monthly Period and deducting 0.5%
from the result for each Monthly Period.
"Portfolio Yield" shall mean, with respect to any
Monthly Period, the annualized percentage
equivalent of a fraction, the numerator of which is an amount equal
to the sum of (a) the amount of Collections
of Finance Charge Receivables deposited into the Finance Charge
Account and allocable to the Investor
Certificates for such Monthly Period, and (b) the amount with
respect to Annual Membership Fees deposited into
the Finance Charge Account and allocable to the Investor
Certificates for such Monthly Period, and (c) the
Principal Funding Investment Proceeds deposited into the Finance
Charge Account on the Transfer Date related to
such Monthly Period, and (d) the amount of the Reserve Draw Amount
(up to the Available Reserve Account Amount)
plus any amounts of interest and earnings described in subsection
4.15, each deposited into the Finance Charge
Account on the Transfer Date relating to such Monthly Period, and
(e) the amount of the Swap Reserve Draw Amount
(up to the Available Swap Reserve Fund Amount) deposited into the
Finance Charge Account on the Transfer Date
relating to such Monthly Period, and (f) any amount deposited to
the Finance Charge Account
16
from the Interest Reserve Account on the related Transfer Date
pursuant to Section 4.20, such sum to be
calculated on a cash basis after subtracting the Aggregate Investor
Default Amount for such Monthly Period, and
the denominator of which is the Investor Interest as of the close
of business on the last day of such Monthly
Period.
"Principal Funding Account" shall have the
meaning set forth in subsection 4.14(a).
"Principal Funding Account Balance" shall mean,
with respect to any date of determination, the
principal amount, if any, on deposit in the Principal Funding
Account on such date of determination.
"Principal Funding Investment Proceeds" shall
mean, with respect to each Transfer Date, the
investment earnings on funds in the Principal Funding Account (net
of investment expenses and losses) for the
period from and including the immediately preceding Transfer Date
to but excluding such Transfer Date.
"Prospectus" shall mean the prospectus and the
prospectus supplement as filed with the
Securities and Exchange Commission under Rule 424(b) of the
Securities Act relating to the Series 2000-E
Certificates.
"Rapid Accumulation Period" shall mean, unless
the Interest Rate Swap has been terminated or an
Interest Reserve Account Event has occurred, the period commencing
on a Series 2000-E Pay Out Event and
continuing to the earlier of (a) the commencement of the Rapid
Amortization Period and (b) the Scheduled Payment
Date.
"Rapid Amortization Period" shall mean the
Amortization Period commencing on the earlier of the
day on which either (a) a Trust Pay Out Event occurs or (b) (i) a
Series 2000-E Pay Out Event occurs or has
occurred and (ii) either the Interest Rate Swap is or has been
terminated or an Interest Reserve Account Event
occurs or has occurred and ending on the earlier to occur of (a)
the Series 2000-E Termination Date and (b) the
termination of the Trust pursuant to Section 12.01.
"Rating Agency" shall mean Moody's and Standard
& Poor's.
"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
of any outstanding Series or class of a Series
with respect to which it is a Rating Agency.
"Reallocated Class B Principal Collections" shall
mean, with respect to any Transfer Date,
Collections of Principal Receivables applied in accordance with
subsection 4.12(a) in an amount not to exceed the
product of (a) the Class B Investor Allocation with respect to the
Monthly Period relating to such Transfer Date
and (b) the Investor Percentage with respect to the Monthly Period
relating to such Transfer Date and (c) the
amount of Collections of Principal Receivables with respect to the
Monthly Period relating to such Transfer Date;
provided, however, that such amount shall not exceed the Class B
Investor Interest after giving effect to any
Class B Investor Charge-Offs for such Transfer Date.
17
"Reallocated Class D Principal Collections" shall
mean, with respect to any Transfer Date,
Collections of Principal Receivables applied in accordance with
subsections 4.12(a), (b) and (c) in an amount not
to exceed the product of (a) the Class D Investor Allocation with
respect to the Monthly Period relating to such
Transfer Date and (b) the Investor Percentage with respect to the
Monthly Period relating to such Transfer Date
and (c) the amount of Collections of Principal Receivables with
respect to the Monthly Period relating to such
Transfer Date; provided, however, that such amount shall not exceed
the Class D Investor Interest after giving
effect to any Class D Investor Charge-Offs for such Transfer Date.
"Reallocated Collateral Principal Collections"
shall mean, with respect to any Transfer Date,
Collections of Principal Receivables applied in accordance with
subsections 4.12(a) and (b) in an amount not to
exceed the product of (a) the Collateral Allocation with respect to
the Monthly Period relating to such Transfer
Date and (b) the Investor Percentage with respect to the Monthly
Period relating to such Transfer Date and (c)
the amount of Collections of Principal Receivables with respect to
the Monthly Period relating to such Transfer
Date; provided, however, that such amount shall not exceed the
Collateral Interest Amount after giving effect to
any Collateral Charge-Offs for such Transfer Date.
"Reallocated Principal Collections" shall mean
the sum of (a) Reallocated Class B Principal
Collections, (b) Reallocated Collateral Principal Collections and
(c) Reallocated Class D Principal Collections.
"Required Accumulation Factor Number" shall be
equal to a fraction, rounded upwards to the
nearest whole number, the numerator of which is one and the
denominator of which is equal to the lowest monthly
principal payment rate on the Accounts, expressed as a decimal, for
the 12 months preceding the date of such
calculation; provided, however, that this definition may be changed
at any time if the Rating Agency Condition is
satisfied.
"Required Interest Reserve Amount" shall have the
meaning specified in subsection 4.19(g).
"Required Reserve Account Amount" shall mean,
with respect to any Transfer Date on or after the
Reserve Account Funding Date, an amount equal to (a) 0.5% of the
outstanding principal balance of the Class A
Certificates or (b) any other amount designated by the Transferor;
provided, however, that if such designation is
of a lesser amount, the Transferor shall (i) provide the Servicer,
the Collateral Interest Holder and the Trustee
with evidence that the Rating Agency Condition shall have been
satisfied and (ii) deliver to the Trustee a
certificate of an authorized officer to the effect that, based on
the facts known to such officer at such time,
in the reasonable belief of the Transferor, such designation will
not cause a Pay Out Event or an event that,
after the giving of notice or the lapse of time, would cause a Pay
Out Event to occur with respect to Series
2000-E.
"Required Swap Reserve Fund Amount" shall have
the meaning specified in the Supplemental Swap
Letter.
"Reserve Account" shall have the meaning
specified in subsection 4.15(a).
18
"Reserve Account Funding Date" shall mean the
Transfer Date which occurs not later than the
earliest of (a) the Transfer Date with respect to the Monthly
Period which commences 3 months prior to the
commencement of the Controlled Accumulation Period; (b) the first
Transfer Date for which the Portfolio Adjusted
Yield is less than 2%, but in such event the Reserve Account
Funding Date shall not be required to occur earlier
than the Transfer Date with respect to the Monthly Period which
commences 12 months prior to the commencement of
the Controlled Accumulation Period; (c) the first Transfer Date for
which the Portfolio Adjusted Yield is less
than 3%, but in such event the Reserve Account Funding Date shall
not be required to occur earlier than the
Transfer Date with respect to the Monthly Period which commences 6
months prior to the commencement of the
Controlled Accumulation Period; and (d) the first Transfer Date for
which the Portfolio Adjusted Yield is less
than 4%, but in such event the Reserve Account Funding Date shall
not be required to occur earlier than the
Transfer Date with respect to the Monthly Period which commences 4
months prior to the commencement of the
Controlled Accumulation Period.
"Reserve Account Surplus" shall mean, as of any
Transfer Date following the Reserve Account
Funding Date, the amount, if any, by which the amount on deposit in
the Reserve Account exceeds the Required
Reserve Account Amount.
"Reserve Draw Amount" shall mean, with respect to
each Transfer Date relating to the Controlled
Accumulation Period or the earlier of (a) the first Transfer Date
relating to the Rapid Accumulation Period and
(b) the first Transfer Date relating to the Rapid Amortization
Period, the amount, if any, by which the Principal
Funding Investment Proceeds for such Transfer Date are less than
the Covered Amount determined as of such
Transfer Date.
"Revolving Period" shall mean the period from and
including the Closing Date to, but not
including, the earlier of (a) the day the Controlled Accumulation
Period commences and (b) the Pay Out
Commencement Date.
"Scheduled Payment Date" shall mean the May 2010
Distribution Date.
"Series 2000-E" shall mean the Series of the BA
Master Credit Card Trust II represented by the
Investor Certificates.
"Series 2000-E Certificateholders" shall mean the
holder of record of a Series 2000-E
Certificate.
"Series 2000-E Certificates" shall mean the Class
A Certificates, the Class B Certificates and
the Class D Certificates.
"Series 2000-E Pay Out Event" shall have the
meaning specified in Section 9 hereof.
"Series 2000-E Termination Date" shall mean the
earliest to occur of (a) the Distribution Date
on which the Investor Interest is paid in full, (b) the October
2012 Distribution Date and (c) the Trust
Termination Date.
19
"Series Principal Shortfall" shall mean with
respect to any Transfer Date, the excess, if any,
of (a) (i) with respect to any Transfer Date relating to the
Controlled Accumulation Period, the Controlled
Deposit Amount for such Transfer Date, and (ii) with respect to any
Transfer Date relating to the Rapid
Accumulation Period or the Rapid Amortization Period, the Adjusted
Investor Interest over (b) the Investor
Principal Collections minus the Reallocated Principal Collections
for 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 the Investor Certificates 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 Adjusted Investor
Interest as of the last day of the related Monthly Period and (ii)
0.75%.
"Shared Principal Collections" shall mean, with
respect to any Transfer Date, either (a) the
amount allocated to the Investor Certificates 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 the
Investor Certificates.
"Supplemental Swap Letter" shall mean that
certain letter agreement designated as the
Supplemental Swap Letter, dated as of the Closing Date, between the
Transferor, the Trustee and the Swap
Counterparty.
"Swap Counterparty" shall have the meaning
specified in the Interest Rate Swap.
"Swap Fixed Rate" shall mean for any applicable
Interest Period, the fixed rate specified in
the Interest Rate Swap.
"Swap Floating Rate" shall mean for any
applicable Interest Period, the floating rate specified
in the Interest Rate Swap.
"Swap Reserve Draw Amount" shall have the meaning
specified in subsection 4.16(c).
"Swap Reserve Fund" shall have the meaning
specified in subsection 4.16(a).
"Swap Reserve Fund Surplus" shall mean, as of any
Transfer Date, the amount, if any, by which
the amount on deposit in the Swap Reserve Fund exceeds the Required
Swap Reserve Fund Amount.
"Transfer" shall have the meaning specified in
subsection 19(a).
20
"Transfer Agreement" shall mean the agreement
among FIA and the Collateral Interest Holder,
dated as of the Closing Date, as amended or modified from time to
time, relating to the transfer of the
Collateral Interest.
"Unallocated Principal Collections" shall have
the meaning specified in subsection 4.05(e).
SECTION 3. Servicing Compensation and
Assignment of Interchange. (a) The share of the
Servicing Fee allocable to Series 2000-E 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 Adjusted Investor
Interest as of the last day of 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
Adjusted Investor Interest as of the last day of
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 the Class A Investor Interest
with respect to any Transfer Date (the "Class A
Servicing Fee") shall be equal to one-twelfth of the product of (i)
the Class A Floating Allocation, (ii) the Net
Servicing Fee Rate and (iii) the Adjusted Investor Interest as of
the last day of the Monthly Period preceding
such Transfer Date. The share of the Investor Servicing Fee
allocable to the Class B Investor Interest with
respect to any Transfer Date (the "Class B Servicing Fee") shall be
equal to one-twelfth of the product of (i)
the Class B Floating Allocation, (ii) the Net Servicing Fee Rate
and (iii) the Adjusted Investor Interest as of
the last day of the Monthly Period preceding such Transfer Date.
The share of the Investor Servicing Fee
allocable to the Collateral Interest Amount with respect to any
Transfer Date (the "Collateral Interest Servicing
Fee") shall be equal to one-twelfth of the product of (i) the
Collateral Floating Allocation, (ii) the Net
Servicing Fee Rate and (iii) the Adjusted Investor Interest as of
the last day of the Monthly Period preceding
such Transfer Date. The share of the Investor Servicing Fee
allocable to the Class D Investor Interest with
respect to any Transfer Date (the "Class D Servicing Fee," and
together with the Class A Servicing Fee, the
Class B Servicing Fee and the Collateral Interest Servicing Fee,
the "Certificateholder Servicing Fee") shall be
equal to one-twelfth of the product of (i) the Class D Floating
Allocation, (ii) the Net Servicing Fee Rate and
(iii) the Adjusted Investor Interest as of the last day of the
Monthly Period preceding such Transfer Date.
Except as specifically provided above, the Servicing Fee shall be
paid by the cash flows from the Trust allocated
to the Transferor or the certificateholders of other Series (as
provided in the related Supplements) and in no
event shall the Trust, the Trustee or the Investor
Certificateholders be liable therefor. The Class A Servicing
Fee shall be payable to the Servicer solely to the extent amounts
are available for distribution in respect
thereof pursuant to subsections 4.09(A)(iii) and 4.11(A). The Class
B Servicing Fee shall be payable solely to
the extent amounts are available for distribution in respect
thereof pursuant to subsections 4.09(B)(ii) and
4.11(C). The Collateral Interest Servicing Fee shall be payable
solely to the extent amounts are available for
distribution in respect thereof pursuant to subsection 4.11(F) or,
if applicable, subsection 4.09(C)(i). The
Class D Servicing Fee shall be payable solely to the extent amounts
21
are available for distribution in respect thereof pursuant to
subsection 4.11(K) or, if applicable, subsection
4.09(D)(i).
(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 Investor
Certificateholders 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 or payable
to the Transferor with respect tosuch Monthly Period and (ii) the
Investor Percentage with regard to Finance
Charge Receivables. On each Transfer Date, the Transferor shall pay
to the Servicer, and the Servicer shall
deposit 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
the Investor Certificates 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 Investor
Certificateholders 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
2000-E, assigns, sets-over, conveys, pledges or
grants a security interest in Interchange allocable to the Trust,
all Investor Certificates of any such Series
(except as otherwise specified in any such Supplement) and the
Investor Certificates 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. Reassignment and Transfer
Terms. The Investor Certificates shall be subject
to retransfer to the Transferor (so long as the Transferor is the
Servicer or an Affiliate of the Servicer) at
its option, in accordance with the terms specified in subsection
12.02(A), on any Distribution Date on or after
the Distribution Date on which the sum of the Class A Investor
Interest, the Class B Investor Interest and the
Collateral Interest Amount is reduced to an amount less than or
equal to 5% of the sum of the Class A Initial
Investor Interest, the Class B Initial Investor Interest, and the
Collateral Interest Initial Amount. The
deposit required in connection with any such repurchase shall
include the amount, if any, on deposit in the
Principal Funding Account and will be equal to the sum of (a) the
Class A Investor Interest, the Class B Investor
Interest and the Collateral Interest Amount and (b) accrued and
unpaid interest on the Investor Certificates
through the day preceding the Distribution Date on which the
repurchase occurs.
SECTION 5. Delivery of the Class D
Certificate. 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.
SECTION 6. Form of Delivery of the
Certificates; Depository; Denominations.
(a) The Certificates shall be delivered as
Book-Entry Certificates as provided in Sections
6.01 and 6.10 of the Agreement.
22
(b) The Depository for the Certificates
shall be The Depository Trust Company, and the
Certificates shall be initially registered in the name of Cede
& Co., its nominee.
(c) The Certificates are issuable in minimum
denominations of $1,000 and integral
multiples of that amount.
SECTION 7. Article IV of the Agreement.
Sections 4.01, 4.02 And 4.03 shall be read in
their entirety as provided in the Agreement. 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 Investor Certificates:
ARTICLE IV
RIGHTS OF
CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF
COLLECTIONS
SECTION 4.04. Rights of Certificateholders
and the Collateral Interest Holder. The Investor
Certificates 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 such
Investor Certificates at the times and in the
amounts specified in this Agreement, (a) the Floating Investor
Percentage and Fixed 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, the Principal
Account, the Principal Funding Account, the
Reserve Account, the Interest Reserve Account and the Distribution
Account. The Class D Certificates shall be
subordinate to the Class A Certificates, the Class B Certificates
and the Collateral Interest. The Collateral
Interest shall be subordinate to the Class A Certificates and the
Class B Certificates. The Class B Certificates
shall be subordinate to the Class A Certificates. The Transferor
Interest shall not represent any interest in
the Collection Account, the Finance Charge Account, the Principal
Account, the Principal Funding Account, the
Reserve Account, the Interest Reserve Account or the Distribution
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 Investor Certificateholders 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 Investor
Certificateholders the product of (y) the 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, and
of that allocation, deposit in the Finance
Charge Account an amount equal to either (I) (A) prior to
the date on which the amount of Monthly
Interest with respect to the related Interest Period is
determined by the Servicer, an amount equal to
the product of (1) the Investor Percentage on the Date of
Processing of such Collections and (2) the
aggregate
23
amount of Collections of Finance Charge Receivables on
such Date of Processing, and (B) at all
other times, the difference between (1) the Monthly
Interest with respect to the immediately following
Transfer Date and (2) the amounts previously deposited in
the Finance Charge Account with respect to the
current Monthly Period pursuant to this subsection
4.05(a)(i) or (II) the amount of Collections of
Finance Charge Receivables allocated to the Investor
Certificateholders on such Date of Processing
pursuant to this subsection 4.05(a)(i); provided, that if
a deposit pursuant to subsection 4.05(a)(i)(I)
is made on any Date of Processing, on the related Transfer
Date, the Servicer shall withdraw from the
Collection Account and deposit into the Finance Charge
Account an amount equal to the amount of
Collections of Finance Charge Receivables that have been
allocated to the Investor Certificateholders
during the related Monthly Period but not previously
deposited in the Finance Charge Account. Funds
deposited into the Finance Charge Account pursuant to this
subsection 4.05(a)(i) shall be applied in
accordance with Section 4.09.
(ii) Deposit into the Principal
Account an amount equal to the product of (A) the
Class D Investor Allocation on the Date of Processing of
such Collections, (B) the Investor Percentage
on the Date of Processing of such Collections and (C) the
aggregate amount of Collections processed in
respect of Principal Receivables on such Date of
Processing to be applied first in accordance with
Section 4.12 and then in accordance with subsection
4.09(e).
(iii) Deposit into the Principal
Account an amount equal to the product of (A) the
Collateral Allocation on the Date of Processing of such
Collections, (B) the Investor Percentage on the
Date of Processing of such Collections and (C) the
aggregate amount of Collections processed in respect
of Principal Receivables on such Date of Processing to be
applied first in accordance with Section 4.12
and then in accordance with subsection 4.09(e).
(iv) Deposit into the Principal
Account an amount equal to the product of (A) the
Class B Investor Allocation on the Date of Processing of
such Collections, (B) the Investor Percentage
on the Date of Processing of such Collections and (C) the
aggregate amount of Collections processed in
respect of Principal Receivables on such Date of
Processing to be applied first in accordance with
Section 4.12 and then in accordance with subsection
4.09(e).
(v) (A) Deposit into the Principal
Account an amount equal to the product of (1)
the Class A Investor Allocation on the Date of Processing
of such Collections, (2) the Investor
Percentage on the Date of Processing of such Collections
and (3) 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(a)(v)(A) shall not exceed
the Daily Principal Shortfall, 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(a)(v)(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
24
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(e).
(b) Allocations During the Controlled
Accumulation Period. During the Controlled
Accumulation Period, the Servicer shall, prior to the close of
business on the day any Collections are deposited
in the Collection Account, allocate to the Investor
Certificateholders 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 Investor Percentage on the Date of Processing of such
Collections and (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 4.09.
(ii) Deposit into the Principal
Account an amount equal to the product of (A) the
Class D Investor Allocation on the Date of Processing of
such Collections, (B) the Investor Percentage
on the Date of Processing of such Collections and (C) the
aggregate amount of Collections processed in
respect of Principal Receivables on such Date of
Processing to be applied first in accordance with
Section 4.12 and then in accordance with subsection
4.09(f).
(iii) Deposit into the Principal
Account an amount equal to the product of (A) the
Collateral Allocation on the Date of Processing of such
Collections, (B) the Investor Percentage on the
Date of Processing of such Collections and (C) the
aggregate amount of Collections processed in respect
of Principal Receivables on such Date of Processing to be
applied first in accordance with Section 4.12
and then in accordance with subsection 4.09(f).
(iv) Deposit into the Principal
Account an amount equal to the product of (A) the
Class B Investor Allocation on the Date of Processing of
such Collections, (B) the Investor Percentage
on the Date of Processing of such Collections and (C) the
aggregate amount of Collections processed in
respect of Principal Receivables on such Date of
Processing to be applied first in accordance with
Section 4.12 and then in accordance with subsection
4.09(f).
(v) (A) Deposit into the Principal
Account an amount equal to the product of (1)
the Class A Investor Allocation on the Date of Processing
of such Collections, (2) the Investor
Percentage on the Date of Processing of such Collections
and (3) 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)(v)(A) shall not exceed
the Daily Principal Shortfall, and (B) pay to the Holder
of the Transferor Interest an amount equal to
the excess identified in the proviso to clause (A) above,
if any; provided, however, that the amount to
be paid to the Holder of the Transferor Interest pursuant
to this subsection
25
4.05(b)(v)(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(e).
(c) Allocations During the Rapid
Accumulation Period. During the Rapid Accumulation
Period, the Servicer shall, prior to the close of business on the
day any Collections are deposited in the
Collection Account, allocate to the Investor Certificateholders 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 Investor Percentage on the Date of Processing of such
Collections and (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 4.09.
(ii) (A) Deposit into the Principal
Account an amount equal to the product of (1)
the 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(c)(ii)(A) shall
not exceed the sum of the Adjusted Investor Interest as of
the close of business on the last day of the
prior Monthly Period (after taking into account any
payments to be made on the Distribution Date
relating to such prior Monthly Period and deposits and any
adjustments to be made to the Investor
Interest to be made on the Transfer Date relating to such
Monthly Period) and any Reallocated Principal
Collections relating to the Monthly Period in which such
deposit is made 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(c)(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(e).
(d) 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 Investor Certificateholders 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 Investor Percentage on the Date of Processing of such
Collections and
26
(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
4.09.
(ii) (A) Deposit into the Principal
Account an amount equal to the product of (1)
the 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(d)(ii)(A) shall
not exceed the sum of the Adjusted Investor Interest as of
the close of business on the last day of the
prior Monthly Period (after taking into account any
payments to be made on the Distribution Date
relating to such prior Monthly Period and deposits and any
adjustments to be made to the Investor
Interest to be made on the Transfer Date relating to such
Monthly Period) and any Reallocated Principal
Collections relating to the Monthly Period in which such
deposit is made 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(d)(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(e).
(e) Unallocated Principal Collections. Any
Collections in respect of Principal
Receivables or Finance Charge Receivables not allocated and paid to
the Holder of the Transferor Interest because
of the limitations contained in subsections 4.05(a)(v)(B),
4.05(b)(v)(B), 4.05(c)(ii)(B) and 4.05(d)(ii)(B) and
any amounts allocable to the Investor Certificates 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, prior
to the commencement of the Controlled Accumulation Period, the
Rapid Accumulation Period or the Rapid
Amortization Period 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 the
Controlled Accumulation Period, the Rapid Accumulation Period or
the Rapid Amortization Period, 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 4.09 on such Transfer
Date.
With respect to the Investor Certificates, 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), 4.05(b), 4.05(c) and 4.05(d), 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 deposit account
or, without duplication, distributed on or
prior to the related Distribution Date to the Investor
Certificateholders and (ii) if at any time prior
27
to such Distribution Date the amount of Collections deposited in
the Collection Account exceeds the amount
required to be deposited pursuant to clause (i) above, the Servicer
will be permitted to withdraw the excess from
the Collection Account.
SECTION 4.06. Determination of Monthly
Interest.
(a) The amount of monthly interest
distributable with respect to the Class A Certificates
shall be an amount equal to one-twelfth of the product of (i) the
Class A Certificate Rate times (ii) the
outstanding principal balance of the Class A Certificates
determined as of the Record Date preceding the related
Transfer Date (the "Class A Monthly Interest"); provided, however,
that with respect to the first Distribution
Date, Class A Monthly Interest will be equal to $4,766,666.67;
provided further, that in addition to Class A
Monthly Interest an amount equal to the amount of any unpaid Class
A Deficiency Amounts, as defined below, plus
an amount equal to one-twelfth of the product of (A) the sum of the
Class A Certificate Rate plus 2% per annum,
and (B) any Class A Deficiency Amount from the prior Transfer Date,
as defined below (or the portion thereof
which has not theretofore been paid to Class A Certificateholders)
(the "Class A Additional Interest") shall also
be distributable to the Class A Certificates, and on such Transfer
Date the Trustee shall deposit such funds, to
the extent available, into the Distribution Account; provided
further, that the "Class A Deficiency Amount" for
any Transfer Date shall be equal to the excess, if any, of the
aggregate amount accrued pursuant to this
subsection 4.06(a) as of the prior Interest Period over the amount
actually transferred to the Distribution
Account for payment of such amount. Class A Monthly Interest shall
be calculated on the basis of a 360-day year
consisting of twelve 30-day months.
(b) The amount of monthly interest
distributable with respect to the Class B Certificates
shall be an amount equal to one-twelfth of the product of (i) the
Class B Certificate Rate, times (ii) the
outstanding principal balance of the Class B Certificates
determined as of the Record Date preceding the related
Transfer Date (the "Class B Monthly Interest"); provided, however,
that with respect to the first Distribution
Date, Class B Monthly Interest will be equal to $448,250; provided
further, that in addition to the Class B
Monthly Interest an amount equal to the amount of any unpaid Class
B Deficiency Amounts, as defined below, plus
an amount equal to one-twelfth of the product of (A) the sum of the
Class B Certificate Rate plus 2% per annum,
and (B) any Class B Deficiency Amount from the prior Transfer Date,
as defined below (or the portion thereof
which has not theretofore been paid to Class B Certificateholders)
(the "Class B Additional Interest") shall also
be distributable to the Class B Certificates, and on such Transfer
Date the Trustee shall deposit such funds, to
the extent available, into the Distribution Account; provided
further, that the "Class B Deficiency Amount" for
any Transfer Date shall be equal to the excess, if any, of the
aggregate amount accrued pursuant to this
subsection 4.06(b) as of the prior Interest Period over the amount
actually transferred to the Distribution
Account for payment of such amount. Class B Monthly Interest shall
be calculated on the basis of a 360-day year
consisting of twelve 30-day months.
(c) The amount of monthly interest
distributable with respect to the Collateral Interest
shall be an amount equal to one-twelfth of the product of (i) the
Collateral Minimum Rate, times (ii) the
Collateral Interest Initial Amount less the aggregate amount
distributed to the Collateral Interest Holder with
respect to the Collateral Monthly Principal for all prior Transfer
28
Dates (the "Collateral Minimum Monthly Interest"). Collateral
Minimum Monthly Interest shall be calculated on the
basis of a 360-day year consisting of twelve 30-day months.
SECTION 4.07. Determination of Monthly
Principal.
(a) The amount of monthly principal
distributable from the Principal Account with respect
to the Class A Certificates on each Transfer Date ("Class A Monthly
Principal"),
beginning with the Transfer Date in the month following the month
in which the Controlled Accumulation Period or,
if earlier, the Rapid Accumulation Period or the Rapid Amortization
Period begins, shall be equal to the least of
(i) the Available Investor Principal Collections on deposit in the
Principal Account with respect to such Transfer
Date, (ii) for each Transfer Date with respect to the Controlled
Accumulation Period, the Controlled Deposit Amount
for such Transfer Date and (iii) the Class A Adjusted Investor
Interest (after taking into account any adjustments
to be made on such Transfer Date pursuant to Section 4.10) prior to
any deposit into the Principal Funding Account on
such Transfer Date.
(b) The amount of monthly principal
distributable from the Principal Account with respect
to the Class B Certificates on each Transfer Date (the "Class B
Monthly Principal"), with respect to the
Controlled Accumulation Period or the Rapid Accumulation Period,
beginning with the Transfer Date on which an
amount equal to the Class A Investor Interest has been deposited in
the Principal Funding Account (after taking
into account any deposits to be made on such Transfer Date), or
during the Rapid Amortization Period, beginning
with the Transfer Date immediately preceding the Distribution Date
on which the Class A Investor Interest will be
paid in full (after taking into account payments to be made on the
related Distribution Date), shall be an amount
equal to the least of (i) the Available Investor Principal
Collections on deposit in the Principal Account with
respect to such Transfer Date (minus the portion of such Available
Investor Principal Collections applied to
Class A Monthly Principal on such Transfer Date), (ii) for each
Transfer Date with respect to the Controlled
Accumulation Period, the Controlled Deposit Amount for such
Transfer Date (minus the Class A Monthly Principal
with respect to such Transfer Date) and (iii) the Class B Adjusted
Investor Interest (after taking into account
any adjustments to be made on such Transfer Date pursuant to
Sections 4.10 and 4.12) prior to any deposit into
the Principal Funding Account on such Transfer Date.
(c) The amount of monthly principal
distributable from the Principal Account with respect
to the Collateral Interest on each Transfer Date (the "Collateral
Monthly Principal"), with respect to the
Controlled Accumulation Period, beginning with the Transfer Date on
which an amount equal to the sum of (i) the
Class A Investor Interest and (ii) the Class B Investor Interest
has been deposited in the Principal Funding
Account (after taking into account any deposits to be made on such
Transfer Date), or during the Rapid
Accumulation Period or the Rapid Amortization Period, beginning
with the Transfer Date immediately preceding the
Distribution Date on which the Class B Investor Interest will be
paid in full (after taking into account payments
to be made on the related Distribution Date), shall be an amount
equal to the least of (i) the Available Investor
Principal Collections on deposit in the Principal Account with
respect to such Transfer Date (minus the portion
of such Available Investor Principal Collections applied to Class A
Monthly Principal and Class B Monthly
Principal on such Transfer Date), (ii) for each Transfer Date with
respect to the Controlled Accumulation Period,
the Controlled Deposit Amount for such Transfer Date (minus the
Class A Monthly Principal and Class B
29
Monthly Principal with respect to such Transfer Date) and (iii) the
Collateral Interest Adjusted Amount (after
taking into account any adjustments to be made on such Transfer
Date pursuant to Sections 4.10 and 4.12) prior to
any deposit into the Principal Funding Account on such Transfer
Date.
(d) The amount of monthly principal
distributable from the Principal Account with respect
to the Class D Certificates on each Transfer Date (the "Class D
Monthly Principal") with respect to the Controlled
Accumulation Period, beginning with the Transfer Date on which an
amount equal to the sum of (i) the Class A
Investor Interest, (ii) the Class B Investor Interest and (iii) the
Collateral Interest Amount has been deposited
in the Principal Funding Account (after taking into account any
deposits to be made on such Transfer Date), or
during the Rapid Amortization Period, beginning with the Transfer
Date i
