Exhibit 4.1
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 1997-B
Certificateholders
______________________________________________________
AMENDED AND RESTATED SERIES
1997-B 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 1997-B
TABLE OF CONTENTS
Page
SECTION 1.
Designation................................................................................1
SECTION 2.
Definitions................................................................................2
SECTION 3. Servicing Compensation and Assignment of
Interchange......................................19
SECTION 4. Reassignment and Transfer
Terms...........................................................21
SECTION 5. Delivery of the Class D
Certificate.......................................................21
SECTION 6. Depository; Form of Delivery of Investor
Certificates.....................................21
SECTION 7. Article IV of
Agreement...................................................................21
SECTION 8. Article V of the
Agreement................................................................44
SECTION 9. Series 1997-B Pay Out
Events..............................................................45
SECTION 10. Series 1997-B
Termination.................................................................46
SECTION 11. Periodic Finance Charges and Other
Fees...................................................46
SECTION 12.
Counterparts..............................................................................47
SECTION 13. Governing Law; Submission to Jurisdiction;
Agent for Service of Process...................47
SECTION 14. Additional
Notices........................................................................47
SECTION 15. Additional Representations and Warranties of
the Servicer.................................47
SECTION 16. No
Petition...............................................................................48
SECTION 17. Certain Tax Related
Amendments............................................................48
SECTION 18. Tax Representation and
Covenant...........................................................48
SECTION 19. Transferor's Direction to
Trustee.........................................................49
SECTION 20. Transfers of the Class D
Certificate......................................................49
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 1997-B
Certificateholders' Statement
SCHEDULE 1
Schedule to Exhibit C of the Pooling and Servicing Agreement with
respect to the Investor Certificates
-i-
AMENDED AND RESTATED SERIES 1997-B 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, between 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 1997-B
Supplement, dated as of February 27, 1997 (as
amended, supplemented or otherwise modified prior to March 2, 2009,
the "Original Series 1997-B Supplement"); and
WHEREAS, the parties hereto desire to amend and
restate in its entirety the Original Series
1997-B 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 1997-B 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 1997-B Supplement
and the Class C Supplemental Agreement, 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 Class
C Interests, and this Series Supplement and
the Class C Supplemental Agreement shall specify the Principal
Terms thereof and of the Class D Certificate.
References to this Series Supplement shall, unless the context
otherwise requires, include the Class C
Supplemental Agreement.
SECTION 1. Designation.
(a) The Series created pursuant to the
Original Series 1997-B Supplement consists of Investor
Certificates issued in three classes pursuant to the Agreement and
the Original Series 1997-B Supplement and
are known together as "Series 1997-B." The three classes are
designated the Class A Floating Rate Asset Backed
Certificates, Series 1997-B (the "Class A Certificates") and the
Class B Floating Rate Asset Backed Certificates,
Series 1997-B (the "Class B Certificates") and the Class C Floating
Rate Asset Backed Interests, Series 1997-B (the
"Class C Interests"). The Class A Certificates and the Class B
Certificates are substantially in the form of
Exhibits A-1 and A-2 hereto, respectively. The Class C Interests
are issued in uncertificated form and are deemed to
be an "Investor Certificate" for all purposes under the Agreement
and this Series Supplement, except as expressly
provided herein. In addition, there is
hereby created a fourth Class of Investor Certificates which shall
be known as the Class D Certificate, Series 1997-B
(the "Class D Certificate," and together with the Class A
Certificates and the Class B Certificates, the "Series 1997-B
Certificates"). The Class D Certificate shall be issued as one
definitive certificate substantially in the form of
Exhibit A-3 hereto.
(b) Series 1997-B is included in Group One
(as defined below). Series 1997-B is not subordinated
to any other Series.
(c) The Class C Interest Holders, as holder
of an "Investor Certificate" under the Agreement, is
entitled to the benefits of the Agreement and this Series
Supplement (including the Class C Supplemental
Agreement). Notwithstanding the foregoing, except as expressly
provided herein, 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 clause (a) and (c) of
the definition of Tax Opinion in Section 1.01 of the Agreement do
not apply to the Class C Interests.
(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 1997-B) which are not
2
expected to be in their revolving periods, and (c) the initial
investor interests of all other 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 modified at anytime if the
Rating Agency Condition with respect to such
modification is satisfied.
"Accumulation Period Length" shall have the
meaning assigned such term in subsection 4.09(j).
"Accumulation Shortfall" shall initially mean
zero and shall thereafter mean, with respect to
any Monthly Period during the Controlled Accumulation Period, the
excess, if any, of the Controlled Deposit
Amount for the previous Monthly Period over the amount deposited
into the Principal Funding Account pursuant to
subsections 4.09(f)(i), 4.09(f)(ii), 4.09(f)(iii) and 4.09(f)(iv)
with respect to the Class A Certificates, the
Class B Certificates, the Class C Interests 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 Class C Adjusted Investor Interest 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.
"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 Class C
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 Class
C Required Amount, plus (c) the amount of
Shared Principal Collections with respect to Group One that are
allocated to Series 1997-B 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.
"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 Class C Monthly Interest, each for the
related 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.
3
"Book-Entry Register" shall mean the register
maintained pursuant to the Class C Supplemental
Agreement providing for the registration of the Class C Interests
and the transfers thereof.
"Certificateholder Servicing Fee" shall have the
meaning specified in subsection 3(a) hereof.
"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 (up to
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) with respect to any Monthly Period during
the Controlled Accumulation Period, the Principal Funding
Investment Proceeds to be treated as Class A Available
Funds pursuant to subsection 4.14(b)(i), 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 A Available Funds
pursuant to subsections 4.15(b) and 4.15(d)(i).
"Class A Certificate Rate" shall mean from the
Closing Date through March 16, 1997, from March
17, 1997 through April 14, 1997 and from April 15, 1997 through May
14, 1997 and with respect to each Interest
Period thereafter, a per annum rate equal to 0.16% per annum in
excess of LIBOR, as determined on the related
LIBOR Determination Date.
"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
4
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 or 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 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.
5
"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
(the amount of 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) with respect to any Monthly Period during
the Controlled Accumulation Period, the Principal Funding
Investment Proceeds to be treated as Class B Available
Funds pursuant to subsection 4.14(b)(ii), 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 from the
Closing Date through March 16, 1997, from March
17, 1997 through April 14, 1997 and from April 15, 1997 through May
14, 1997 and with respect to each Interest
Period thereafter, a per annum rate equal to 0.35% per annum in
excess of LIBOR, as determined on the related
LIBOR Determination Date.
"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
6
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 or 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 Class C Investor
Interest has not 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 C Additional Interest" shall have the
meaning specified in subsection 4.06(c).
7
"Class C Adjusted Investor Interest" shall mean,
with respect to any date of determination, an
amount equal to the Class C Investor Interest minus the excess, if
any, of the Principal Funding Account Balance
over the sum of the Class A Investor Interest and the Class B
Investor Interest on such date of determination
(the amount of such excess not to exceed the Class C Investor
Interest).
"Class C Available Funds" shall mean, with
respect to any Monthly Period, an amount equal to
the sum of (a) the Class C 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) with respect to any Monthly Period during
the Controlled Accumulation Period, the Principal Funding
Investment Proceeds to be treated as Class C Available
Funds pursuant to subsection 4.14(b)(iii), 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 C Available Funds
pursuant to subsection 4.15(d)(iii).
"Class C Deficiency Amount" shall have the
meaning specified in subsection 4.06(c).
"Class C 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 C 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 C 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 C
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 C Floating Allocation shall mean the
percentage equivalent of a fraction, the numerator of which is the
Class C Initial Investor Interest and the
denominator of which is the Initial Investor Interest.
"Class C Initial Investor Interest" shall mean
the aggregate initial principal amount of the
Class C Interests, which is $75,000,000.
"Class C Interest Holder" shall mean the Person
in whose name a Class C Interest is registered
in the Book-Entry Register.
"Class C Interest Rate" shall have the meaning
specified in the Class C Supplemental Agreement.
8
"Class C Interests" shall mean, on any date of
determination, a fractional undivided interest
in the Trust which shall consist of the right to receive, to the
extent necessary to make the required payments
to the Class C Interest Holders under this Series Supplement and
the Class C Supplemental Agreement, 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, funds on deposit in
the Reserve Account, 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
funds on deposit in the Spread Account available
pursuant to the Class C Supplemental Agreement.
"Class C 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 C Floating Allocation, and (b) with respect to
Principal Receivables during the Controlled
Accumulation Period or Rapid Amortization Period, the Class C Fixed
Allocation.
"Class C Investor Charge-Offs" shall have the
meaning specified in subsection 4.10(c).
"Class C 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 C Floating Allocation applicable for the related Monthly
Period.
"Class C Investor Interest" shall mean, on any
date of determination, an amount equal to (a)
the Class C Initial Investor Interest, minus (b) the aggregate
amount of principal payments made to the Class C
Interest Holders prior to such date, minus (c) the aggregate amount
of Class C Investor 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 Class C Investor Interest 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 Class C Investor Interest may not be
reduced below zero.
"Class C Monthly Interest" shall mean the monthly
interest distributable in respect of the
Class C Investor Interest as calculated in accordance with
subsection 4.06(c).
"Class C Monthly Principal" shall mean the
monthly principal distributable in respect of the
Class C Investor Interest as calculated in accordance with
subsection 4.07(c).
"Class C Required Amount" shall have the meaning
specified in subsection 4.08(c).
"Class C Servicing Fee" shall have the meaning
specified in subsection 3(a) hereof.
9
"Class C Supplemental Agreement" shall mean the
Class C Supplemental Agreement by and among the
Transferor, the Servicer and the Trustee, as amended and
supplemented from time to time.
"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 Class C Investor Interest 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 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 or the Rapid Amortization Period, the Class D Fixed
Allocation.
10
"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 relatedMonthly 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 February 27, 1997.
"Code" shall mean the Internal Revenue Code of
1986, as amended.
"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(j), 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 February
28, 2011 or such later date as is determined
in accordance with subsection 4.09(j) and ending on the first to
occur of (a) the commencement of the Rapid
Amortization Period and (b) the Series 1997-B 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.
11
"Covered Amount" shall mean an amount, determined
as of each Transfer Date with respect to any
Interest Period, equal to the sum of (a) the product of (i) a
fraction, the numerator of which is the actual
number of days in such Interest Period and the denominator of which
is 360, times (ii) the Class A Certificate
Rate in effect with respect to such Interest Period times (iii) the
aggregate amount deposited into the Principal
Funding Account pursuant to subsection 4.09(f)(i) prior to such
Transfer Date, plus (b) the product of (i) a
fraction, the numerator of which is the actual number of days in
such Interest Period and the denominator of
which is 360, times (ii) the Class B Certificate Rate in effect
with respect to such Interest Period times (iii)
the aggregate amount deposited into the Principal Funding Account
pursuant to subsection 4.09(f)(ii) prior to
such Transfer Date, plus (c) the product of (i) a fraction, the
numerator of which is the actual number of days
in such Interest Period and the denominator of which is 360, times
(ii) the Class C Interest Rate in effect with
respect to such Interest Period times (iii) the aggregate amount
deposited into the Principal Funding Account
pursuant to subsection 4.09(f)(iii) prior to such Transfer Date.
"Credit Enhancement" shall mean (a) with respect
to the Class A Certificates, the subordination
of the Class B Certificates, the Class C Interests and the Class D
Certificates, (b) with respect to the Class B
Certificates, the subordination of the Class C Interests and the
Class D Certificates, and (c) with respect to
the Class C Interests, the subordination of the Class D
Certificates.
"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 May 15, 1997 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 Principal Funding Investment Proceeds"
shall mean, with respect to each Transfer Date
relating to the Controlled Accumulation Period, the amount, if any,
by which the Principal Funding Investment
Proceeds for such Transfer Date exceed the Covered Amount
determined on such Transfer Date.
"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)(iv), 4.09(b)(iii), 4.09(c)(ii)
and 4.09(d)(ii).
"Fitch" shall mean Fitch Investors Service, L.P.
or its successors.
12
"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 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, 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 with
respect to the third 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
second 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 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.
13
"Group One" shall mean Series 1997-B 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 1997-B) 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.
"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 Class C Interests,
the Person in whose name a Class C Interest is
registered in the Book-Entry Register 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
Class C Interests and the Class D Certificates.
"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 Class C Investor Interest 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
14
Receivables during the Controlled 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),
or 4.05(c)(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)(iii), 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(d).
"Investor Servicing Fee" shall have the meaning
specified in subsection 3(a) hereof.
"LIBOR" shall mean, for any Interest Period, the
London interbank offered rate for one-month
United States dollar deposits determined by the Trustee on the
LIBOR Determination Date for each Interest Period
in accordance with the provisions of Section 4.16.
"LIBOR Determination Date" shall mean February
25, 1997 for the period from the Closing Date
through March 16, 1997, March 13, 1997 for the period from March
17, 1997 through April 14, 1997, April 11, 1997
for the period from April 15, 1997 through May 14, 1997, and the
second London Business Day prior to the
commencement of the second and each subsequent Interest Period.
"London Business Day" shall mean any Business Day
on which dealings in deposits in United
States dollars are transacted in the London interbank market.
"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, and (c) the Class C Monthly Interest, the Class C
Additional Interest, if any, and the unpaid Class C
Deficiency Amount, 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 Certificates shall begin on and
include the Closing Date and shall end on and include April 30,
1997, and (b) the first Monthly Period with
respect to the Class D Certificates shall begin on and include the
date hereof and shall end on and include March
31, 2009.
"Net Servicing Fee Rate" shall mean (a) so long
as FIA or The Bank of New York Mellon is the
Servicer, 1.25% per annum and (b) if FIA or The Bank of New York
Mellon is no longer the Servicer, 2.0% per annum.
"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 1997-B Pay Out Event is
deemed to occur pursuant to Section 9 hereof.
15
"Portfolio Adjusted Yield" shall mean, with
respect to any 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, such sum to
be calculated on a cash basis after subtracting
the Aggregate Investor Default Amount for such Monthly Period, and
the denominator of which is the Investor
Interest as of the close of business on the last day of such
Monthly Period.
"Principal Funding Account" shall have the
meaning set forth in subsection 4.14(a).
"Principal Funding Account Balance" shall mean,
with respect to any date of determination, the
principal amount, if any, on deposit in the Principal Funding
Account on such date of determination.
"Principal Funding Investment Proceeds" shall
mean, with respect to each Transfer Date, the
investment earnings on funds in the Principal Funding Account (net
of investment expenses and losses) for the
period from and including the immediately preceding Transfer Date
to but excluding such Transfer Date.
"Principal Funding Investment Shortfall" shall
mean, with respect to each Transfer Date
relating to the Controlled Accumulation 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.
"Rapid Amortization Period" shall mean the
Amortization Period commencing on the Pay Out
Commencement Date and ending on the earlier to occur of (a) the
Series 1997-B Termination Date and (b) the
termination of the Trust pursuant to Section 12.01.
"Rating Agency" shall mean Moody's and Standard
amp; 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.
16
"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.
"Reallocated Class C 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 Class C 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 C Investor Interest after giving
effect to any Class C Investor Charge-Offs for such Transfer Date.
"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 Principal Collections" shall mean
the sum of (a) Reallocated Class B Principal
Collections, (b) Reallocated Class C Principal Collections and (c)
Reallocated Class D Principal Collections.
"Reference Banks" shall mean four major banks in
the London interbank market selected by the
Servicer.
"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
modified at any time if the Rating Agency Condition
with respect to such modification is satisfied.
"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
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
17
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
1997-B.
"Reserve Account" shall have the meaning
specified in subsection 4.15(a).
"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 have the meaning
specified in subsection 4.15(c).
"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 March
2012 Distribution Date.
"Series 1997-B" shall mean the Series of the BA
Master Credit Card Trust II represented by the
Investor Certificates.
"Series 1997-B Certificateholders" shall mean the
holder of record of a Series 1997-B
Certificate.
"Series 1997-B Certificates" shall mean the Class
A Certificates, the Class B Certificates
and the Class D Certificates.
"Series 1997-B Holders" shall mean the Series
1997-B Certificateholders and the Class C
Interest Holders.
"Series 1997-B Pay Out Event" shall have the
meaning specified in Section 9 hereof.
18
"Series 1997-B Termination Date" shall mean the
earliest to occur of (a) the Distribution Date
on which the Investor Interest is paid in full, (b) the August 2014
Distribution Date and (c) the Trust
Termination Date.
"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 during 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.
"Telerate Page 3750" shall mean the display page
currently so designated on the Dow Jones
Telerate Service (or such other page as may replace that page on
that service for the purpose of displaying
comparable rates or prices).
"Unallocated Principal Collections" shall have
the meaning specified in subsection 4.05(d).
SECTION 3. Servicing Compensation and
Assignment of Interchange.
(a) The share of the Servicing Fee allocable
to Series 1997-B 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
19
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 Class C Investor Interest with respect to any
Transfer Date (the "Class C Servicing Fee") shall
be equal to one-twelfth of the product of (i) the Class C 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
Class C 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)(ii) 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 Class C 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 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 1997-B,
assigns, sets-over, conveys, pledges or grants a
security interest in Interchange allocable to the Trust, all
Investor Certificates of any
20
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 Class C
Investor Interest 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 Class C Initial
Investor Interest. 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 Class C Investor Interest 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. Depository; Form of Delivery of
Investor Certificates.
(a) The Class A Certificates and the Class B
Certificates shall be delivered as Book-Entry
Certificates as provided in Sections 6.01 and 6.10.
(b) The Depository for Series 1997-B shall
be The Depository Trust Company, and the Class A
Certificates and Class B Certificates shall be initially registered
in the name of Cede & Co., its nominee.
(c) The Class C Interests shall be delivered
in uncertificated form as provided in Section 1
herein, in Section 6.01 of the Agreement and in the Class C
Supplemental Agreement.
(d) The Class C Interests are issuable in
minimum denominations of $250,000 and integral
multiples of $1,000 in excess thereof.
SECTION 7. Article IV of 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:
21
ARTICLE IV
RIGHTS OF
CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF
COLLECTIONS
SECTION 4.04 Rights of Certificateholders and
the Class C Interest Holders. 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 and the Distribution Account. The Class D
Certificates shall be subordinate to the Class A
Certificates, the Class B Certificates and the Class C Interests.
The Class C Interests 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 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 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
22
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 Class C
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).
(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 only if the Transferor Interest on
such Date of Processing is 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(d); provided
further, that in no event shall the amount payable to the
Holder of the Transferor Interest pursuant to
this subsection 4.05(a)(v)(B) be greater than the
Transferor Interest on such Date of Processing.
(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
23
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 Class C
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).
(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
4.05(b)(v)(B) with respect to any Date of
Processing shall be paid to the Holder of the Transferor
Interest only if the Transferor Interest on
such Date of Processing is greater than 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(d); provided further,
that in no event shall the amount payable to the Holder of
the Transferor Interest pursuant to this
subsection 4.05(b)(v)(B) be greater than the Transferor
Interest on such Date of Processing.
24
(c) 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 (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 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 only if
the Transferor Interest on such Date of Processing is
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(d); provided further, that in no event shall the
amount payable to the Holder of the Transferor
Interest pursuant to this subsection 4.05(c)(ii)(B) be
greater than the Transferor Interest on such Date
of Processing.
(d) 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) and
4.05(c)(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 or the Rapid Amortization Period
shall be paid to the Holder of the Transferor
Interest when, 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 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.
25
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) and 4.05(c), 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 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 to the Class A Certificates shall be an
amount equal to the product of (i)(A) a fraction, the numerator of
which is the actual number of days in the related
Interest Period and the denominator of which is 360, times (B) the
Class A Certificate Rate in effect with respect to
the related Interest Period, 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 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 the product of (A) (1) a
fraction, the numerator of which is the actual
number of days in the related Interest Period and the denominator
of which is 360, times (2) the sum of the Class
A Certificate Rate in effect with respect to the related Interest
Period, 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.
(b) The amount of monthly interest
distributable to the Class B Certificates shall be an amount
equal to the product of (i)(A) a fraction, the numerator of which
is the actual number of days in the related Interest
Period and the denominator of which is 360, times (B) the Class B
Certificate Rate in effect with respect to the related
Interest Period, times (ii) the outstanding principal balance of
the Class B Cer
