Exhibit 4.2
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
1999-J Certificateholders
__________________________________________________________________________________________________________________________
AMENDED AND RESTATED
SERIES 1999-J 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
1999-J
TABLE OF CONTENTS
Page
SECTION 1.
Designation................................................................................1
SECTION 2.
Definitions................................................................................2
SECTION 3. Servicing Compensation and Assignment of
Interchange......................................20
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...............................................................22
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 1999-J
Certificateholders' Statement............................51
SECTION 9. Series 1999-J Pay Out
Events..............................................................53
SECTION 10. Series 1999-J
Termination.................................................................54
SECTION 11. Periodic Finance Charges and Other
Fees...................................................54
SECTION 12. Limitations on Addition of
Accounts.......................................................54
-i-
TABLE OF CONTENTS
(continued)
Page
SECTION 13.
Counterparts..............................................................................55
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. 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 1999-J
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 1999-J 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 1999-J Supplement, dated
as of September 23, 1999 (as amended, supplemented or
otherwise modified prior to March 2, 2009, the "Original Series
1999-J Supplement"); and
WHEREAS, the parties hereto desire to amend and
restate in its entirety the Original Series 1999-J
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
1999-J 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 1999-J
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 1999-J Supplement
consists of Investor Certificates issued in two classes pursuant to
the Agreement and the Original Series 1999-J Supplement
and known together as the "Series 1999-J Certificates." The two
classes are designated the Class A 7.00% Asset Backed
Certificates, Series 1999-J (the "Class A Certificates") and the
Class B 7.40% Asset Backed Certificates, Series 1999-J (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 1999-J (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 1999-J (the
"Class D Certificate," and together with the Class A Certificates
and the Class B Certificates, the "Series 1999-J
Certificates"). The Class D Certificate shall be issued as one
definitive certificate substantially in the form of Exhibit
A-3 hereto.
(b) Series 1999-J is included in Group One
(as defined below). Series 1999-J 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
1999-J) 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 and 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 1999-J 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 7.00% 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 $850,000,000.
"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 7.40% 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 $75,000,000.
"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
$89,740,000.
"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 September 23, 1999.
"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
$75,000,000.
"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 9.00% 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, $90,811,666.67; 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 August 31, 2008 or
11
such 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 1999-J 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 November 15, 1999
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).
"Fitch" shall mean Fitch, Inc. or its successors.
12
"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.
"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 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
13
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.
"Group One" shall mean Series 1999-J 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 1999-J) 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
$1,089,740,000.
"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).
"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).
14
"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.
"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 October 31, 1999, 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.
15
"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.
"Notional Amount" shall mean the Notional Amount
as defined in the Interest Rate Swap.
"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 1999-J 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
February 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 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
16
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 1999-J 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 1999-J 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
1999-J 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 1999-J 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 1999-J.
"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 September
2009 Distribution Date.
"Series 1999-J" shall mean the Series of the BA
Master Credit Card Trust II represented by the Investor
Certificates.
"Series 1999-J Certificateholders" shall mean the
holder of record of a Series 1999-J Certificate.
"Series 1999-J Certificates" shall mean the Class
A Certificates, the Class B Certificates and the
Class D Certificates.
"Series 1999-J Pay Out Event" shall have the
meaning specified in Section 9 hereof.
"Series 1999-J Termination Date" shall mean the
earliest to occur of (a) the Distribution Date on which the
Investor Interest is paid in full, (b) the February 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 1999-J 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 to such 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 1999-J, 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
$8,594,444.44; 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
$801,666.67; 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 deposi
