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Exhibit 4.2
ADVANTA BUSINESS CARD MASTER TRUST
Issuer
and
[____________________________________]
Indenture Trustee
SERIES 2000-[___] INDENTURE SUPPLEMENT
Dated as of [ _____ __], 2000
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TABLE OF CONTENTS
ARTICLE I
CREATION OF THE SERIES 2000-[____] NOTES
Section 1.01. Designation ..................................................... 1
ARTICLE II
DEFINITIONS
Section 2.01. Definitions ..................................................... 2
ARTICLE III
SERVICING FEE AND INTERCHANGE
Section 3.01. Servicing Compensation; Interchange ............................. 14
ARTICLE IV
RIGHTS OF SERIES 2000-[____] NOTEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.01. Collections and Allocations ..................................... 16
Section 4.02. Determination of Monthly Interest ............................... 18
Section 4.03. Determination of Monthly Principal .............................. 19
Section 4.04. Application of Available Finance Charge
Collections and Available Principal Collections ............... 19
Section 4.05. Investor Charge-Offs ............................................ 22
Section 4.06. Reallocated Principal Collections ............................... 22
Section 4.07. Excess Finance Charge Collections ............................... 22
Section 4.08. Shared Principal Collections .................................... 23
Section 4.09. Principal Funding Account ....................................... 23
Section 4.10. Reserve Account ................................................. 25
Section 4.11. Cash Collateral Account ......................................... 27
Section 4.12. Determination of LIBOR .......................................... 29
Section 4.13. Investment Instructions ......................................... 30
ARTICLE V
DELIVERY OF SERIES 2000-[____] NOTES; DISTRIBUTIONS;
REPORTS TO SERIES 2000-[____] NOTEHOLDERS
Section 5.01. Delivery and Payment for the Series 2000-[____] Notes ........... 31
Section 5.02. Distributions ................................................... 31
Section 5.03. Reports and Statements to Series 2000-[____] Noteholders ........ 32
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ARTICLE VI
SERIES 2000-A PAY OUT EVENTS
Section 6.01. Series 2000-[____] Pay Out Events ............................... 33
ARTICLE VII
REDEMPTION OF SERIES 2000-[____] NOTES;
FINAL DISTRIBUTIONS; SERIES TERMINATION
Section 7.01 Optional Redemption of Series 2000-[____]
Notes; Final Distributions .................................. 35
Section 7.02. Series Termination .............................................. 36
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.01. Ratification of Indenture ....................................... 37
Section 8.02. Form of Delivery of the Series 2000-[____] Notes ................ 37
Section 8.03. Counterparts .................................................... 37
Section 8.04. GOVERNING LAW ................................................... 37
Section 8.05. Limitation of Liability ......................................... 37
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EXHIBITS
EXHIBIT A-1 FORM OF CLASS A NOTE
EXHIBIT A-2 FORM OF CLASS B NOTE
EXHIBIT A-3 FORM OF CLASS C NOTE
EXHIBIT A-4 FORM OF CLASS D NOTE
EXHIBIT B FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE INDENTURE TRUSTEE
EXHIBIT C FORM OF MONTHLY STATEMENT
EXHIBIT D FORM OF MONTHLY SERVICER'S CERTIFICATE
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SERIES 2000-[__] INDENTURE SUPPLEMENT, dated as of ______ __, 2000 (the
"INDENTURE SUPPLEMENT"), between ADVANTA BUSINESS CARD MASTER TRUST, a common
law trust organized and existing under the laws of the State of Delaware
(herein, the "ISSUER" or the "TRUST"), and [_________________________], a
[________________] organized and existing under the laws of [__________], not in
its individual capacity, but solely as indenture trustee (herein, together with
its successors in the trusts thereunder as provided in the Master Indenture
referred to below, the "INDENTURE TRUSTEE") under the Master Indenture, dated as
of [__________], 2000 (the "INDENTURE") between the Issuer and the Indenture
Trustee (the Indenture, together with this Indenture Supplement, the
"AGREEMENT").
Pursuant to Section 2.12 of the Indenture, the Transferor may direct the
Issuer, to issue one or more Series of Notes. The Principal Terms of this Series
are set forth in this Indenture Supplement to the Indenture.
ARTICLE I
Creation of the Series 2000-[ ] Notes
Section 1.01. Designation.
(a) There is hereby created and designated a Series of Notes to be issued
pursuant to the Indenture and this Indenture Supplement to be known as "ADVANTA
BUSINESS CARD MASTER TRUST, SERIES 2000-[ ] ASSET BACKED NOTES" or the "SERIES
2000-[ ] NOTES." The Series 2000-[ ] Notes shall be issued in [four ] Classes,
the first of which shall be known as the "CLASS A SERIES 2000-[__] FLOATING RATE
ASSET BACKED NOTES," the second of which shall be known as the "CLASS B SERIES
2000-[__] FLOATING RATE ASSET BACKED NOTES," the third of which shall be known
as the "CLASS C SERIES 2000-[__] FLOATING RATE ASSET BACKED NOTES," and the
fourth of which shall be known as the "CLASS D SERIES 2000-[__] FLOATING RATE
ASSET BACKED NOTES."
(b) Series 2000-[__] shall be included in Group [One] and shall be a
Principal Sharing Series with respect to Group [One] only. Series 2000-[__]
shall be an Excess Allocation Series with respect to Group [One] only. Series
2000-[__]shall not be subordinated to any other Series.
[END OF ARTICLE I]
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ARTICLE II
Definitions
Section 2.01. Definitions.
(a) Whenever used in this Indenture Supplement, the following words and
phrases shall have the following meanings, and the definitions of such terms are
applicable to the singular as well as the plural forms of such terms and the
masculine as well as the feminine and neuter genders of such terms. All
capitalized terms not otherwise defined herein are defined in the Indenture, the
Transfer and Servicing Agreement or the Trust Agreement. Each capitalized term
defined herein shall relate only to the Series 2000-[__] Notes and no other
Series of Notes issued by the Issuer, unless the context otherwise requires. In
the event that any term or provision contained herein shall conflict with or be
inconsistent with any term or provision contained in the Indenture, the Transfer
and Servicing Agreement or the Trust Agreement, the terms and provisions of this
Indenture Supplement shall be controlling.
"Accumulation Period Factor" shall mean, with respect to any Monthly
Period, a fraction, the numerator of which is equal to the sum of the initial
invested amounts of all outstanding Series, and the denominator of which is
equal to the sum of (a) the Initial Invested Amount, (b) the initial invested
amounts of all outstanding Series (other than Series 2000-[____]) which are not
expected to be in their revolving periods, and (c) the initial invested amounts
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 changed at anytime if the Rating Agency
Condition is satisfied.
"Accumulation Period Length" shall have the meaning assigned such term in
subsection 4.04(e).
"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 subsection 4.04(c)(i) for the previous Monthly Period.
"Additional Interest" shall mean, with respect to any Payment Date, Class A
Additional Interest, Class B Additional Interest, Class C Additional Interest
and Class D Additional Interest for such Payment Date.
"Adjusted Invested Amount" shall mean, as of any date of determination, an
amount equal to the Invested Amount as of such date, minus the amount on deposit
in the Principal Funding Account on such date.
"Available Cash Collateral Account Amount" shall mean, with respect to any
Payment Date, an amount equal to the lesser of (a) the amount on deposit in the
Cash Collateral Account (exclusive of Investment Earnings, unless and until the
occurrence of an Event of Default with respect to Series 2000-[____] and
acceleration of the maturity of the Series 2000-[____] Notes pursuant to Section
5.03 of the Indenture) on such date (before giving effect to any deposit to, or
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withdrawal from, the Cash Collateral Account made or to be made with respect to
such date) and (b) the Required Cash Collateral Account Amount for such Payment
Date.
"Available Finance Charge Collections" shall mean, with respect to any
Monthly Period, an amount equal to the sum of (a) the Investor Finance Charge
Collections for such Monthly Period, excluding the portion of Investor Finance
Charge Collections attributable to Servicer Interchange, (b) Principal Funding
Investment Proceeds, if any, with respect to the related Payment Date and (c)
amounts, if any, to be withdrawn from the Reserve Account which will be
deposited into the Collection Account on the related Payment Date to be treated
as Available Finance Charge Collections pursuant to subsection 4.10(d).
"Available Principal Collections" shall mean, with respect to any Monthly
Period, an amount equal to the sum of (a) the Investor Principal Collections for
such Monthly Period minus (b) the amount of Reallocated Principal Collections
with respect to such Monthly Period which pursuant to Section 4.06 are required
to be applied on the related Payment Date, plus (c) any Shared Principal
Collections with respect to other Principal Sharing Series in Group [One]
(including any amounts on deposit in the Excess Funding Account that are
allocated to Series 2000-[__] pursuant to the Agreement for application as
Shared Principal Collections)[, plus (d) the aggregate amount to be treated as
Available Principal Collections pursuant to subsections 4.04(a)(v) and (vi) for
the related Payment Date].
"Available Reserve Account Amount" shall mean, with respect to any Payment
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 4.10(b) on such date, but before giving
effect to any deposit made or to be made pursuant to subsection 4.04(a)(vii) 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 Monthly Interest and the Noteholder Servicing Fee, each with respect to
the related Payment Date, and the denominator of which is the Invested Amount as
of the close of business on the last day of the immediately preceding Monthly
Period.
"Cash Collateral Account" shall have the meaning specified in subsection
4.11(a).
"Cash Collateral Account Deficiency" shall mean the excess, if any, of the
Required Cash Collateral Account Amount over the Available Cash Collateral
Account Amount.
"Cash Collateral Account Percentage" shall mean, (i) zero, if the Quarterly
Excess Spread Percentage on such Payment Date is greater than or equal to
[___]%, (ii) [___]%, if the Quarterly Excess Spread Percentage on such Payment
Date is less than [____]% and greater than or equal to [____]%, (iii) [____]%,
if the Quarterly Excess Spread Percentage on such Payment Date is less than
[____]% and greater than or equal to [____]%, (iv) [____]%, if the Quarterly
Excess Spread Percentage on such Payment Date is less than [____]% and greater
than or equal to [____]%, and (v) [____]%, if the Quarterly Excess Spread
Percentage on such Payment Date is less than
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[____]%, provided, that if a Pay Out Event with respect to Series 2000-[____]
has occurred, the Cash Collateral Account Percentage shall be [____]%.
"Class A Additional Interest" shall have the meaning specified in
subsection 4.02(a).
"Class A Interest Shortfall" shall have the meaning specified in
subsection 4.02(a).
"Class A Monthly Interest" shall have the meaning specified in
subsection 4.02(a).
"Class A Note Initial Principal Balance" shall mean $___________.
"Class A Note Interest Rate" shall mean a per annum rate of ____% in
excess of LIBOR as determined (i) on _____ __, 2000, for the period from and
including the Closing Date through and including _____ __, 2000 and (ii) on the
related LIBOR Determination Date with respect to each Interest Period
thereafter.
"Class A Note Principal Balance" shall mean, on any date of
determination, an amount equal to (a) the Class A Note Initial Principal
Balance, minus (b) the aggregate amount of principal payments made to the Class
A Noteholders on or prior to such date.
"Class A Noteholder" shall mean the Person in whose name a Class A Note
is registered in the Note Register.
"Class A Notes" shall mean any one of the Notes executed by the Issuer
and authenticated by or on behalf of the Indenture Trustee, substantially in the
form of EXHIBIT A-1.
"Class A Required Amount" shall mean, with respect to any Payment Date,
an amount equal to the excess of the amount described in subsection 4.04(a)(i)
over the Available Finance Charge Collections applied to pay such amount
pursuant to subsection 4.04(a).
"Class B Additional Interest" shall have the meaning specified in
subsection 4.02(b).
"Class B Interest Shortfall" shall have the meaning specified in
subsection 4.02(b).
"Class B Monthly Interest" shall have the meaning specified in
subsection 4.02(b).
"Class B Note Initial Principal Balance" shall mean $___________.
"Class B Note Interest Rate" shall mean a per annum rate of ____% in
excess of LIBOR as determined (i) on _____ __, 2000, for the period from and
including the Closing Date through and including _____ __, 2000 and (ii) on the
related LIBOR Determination Date with respect to each Interest Period
thereafter.
"Class B Note Principal Balance" shall mean, on any date of
determination, an amount equal to (a) the Class B Note Initial Principal
Balance, minus (b) the aggregate amount of principal payments made to the Class
B Noteholders on or prior to such date.
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"Class B Noteholder" shall mean the Person in whose name a Class B Note
is registered in the Note Register.
"Class B Notes" shall mean any one of the Notes executed by the Issuer
and authenticated by or on behalf of the Indenture Trustee, substantially in the
form of EXHIBIT A-2.
"Class B Required Amount" shall mean, with respect to any Payment Date,
an amount equal to the excess of the amount described in subsection 4.04(a)(ii)
over the Available Finance Charge Collections applied to pay such amount
pursuant to subsection 4.04(a).
"Class C Additional Interest" shall have the meaning specified in
subsection 4.02(c).
"Class C Interest Shortfall" shall have the meaning specified in
subsection 4.02(c).
"Class C Monthly Interest" shall have the meaning specified in
subsection 4.02(c).
"Class C Note Initial Principal Balance" shall mean $___________.
"Class C Note Interest Rate" shall mean a per annum rate of ____% in
excess of LIBOR as determined (i) on _____ __, 2000, for the period from and
including the Closing Date through and including _____ __, 2000 and (ii) on the
related LIBOR Determination Date with respect to each Interest Period
thereafter.
"Class C Note Principal Balance" shall mean, on any date of
determination, an amount equal to (a) the Class C Note Initial Principal
Balance, minus (b) the aggregate amount of principal payments made to the Class
C Noteholders on or prior to such date.
"Class C Noteholder" shall mean the Person in whose name a Class C Note
is registered in the Note Register.
"Class C Notes" shall mean any one of the Notes executed by the Issuer
and authenticated by or on behalf of the Indenture Trustee, substantially in the
form of EXHIBIT A-3.
"Class C Required Amount" shall mean, with respect to any Payment Date,
an amount equal to the excess of the amount described in subsection 4.04(a)(iv)
over the Available Finance Charge Collections applied to pay such amount
pursuant to subsection 4.04(a).
"Class D Additional Interest" shall have the meaning specified in
subsection 4.02(d).
"Class D Interest Shortfall" shall have the meaning specified in
subsection 4.02(d).
"Class D Monthly Interest" shall have the meaning specified in
subsection 4.02(d).
"Class D Note Initial Principal Balance" shall mean $_________________.
"Class D Note Interest Rate" shall mean [a per annum rate of ____% in
excess of LIBOR as determined (i) on __________ ____, 2000, for the period from
and including the Closing
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Date through and including ___________ ____, 2000 and (ii) on the related LIBOR
Determination Date with respect to each Interest Period thereafter].
"Class D Note Principal Balance" shall mean, on any date of
determination, an amount equal to (a) the Class D Note Initial Principal
Balance, minus (b) the aggregate amount of principal payments made to the Class
D Noteholders on or prior to such date.
"Class D Noteholder" shall mean the Person in whose name a Class D Note
is registered in the Note Register.
"Class D Notes" shall mean any one of the Notes executed by the Issuer
and authenticated by or on behalf of the Indenture Trustee, substantially in the
form of EXHIBIT A-4.
"Class D Required Amount" shall mean, with respect to any Payment Date,
an amount equal to the excess of the amount described in subsection
4.04(a)(viii) over the Available Finance Charge Collections applied to pay such
amount pursuant to subsection 4.04(d).
"Closing Date" shall mean [_____ __], 2000.
"Controlled Accumulation Amount" shall mean, for any Payment Date
occurring during the Controlled Accumulation Period, $[___________]; provided,
however, that if the Accumulation Period Length is determined to be less than 12
months pursuant to subsection 4.04(e), the Controlled Accumulation Amount for
each Payment Date with respect to the Controlled Accumulation Period will be
equal to (i) the product of (x) the Initial Invested Amount 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 [_____ __, 20__] or such later date as is determined in accordance
with subsection 4.04(e), and ending on the first to occur of (a) the
commencement of the Early Amortization Period, (b) the payment in full of the
Invested Amount and (c) the Series 2000-[___] Final Maturity Date.
"Controlled Deposit Amount" shall mean, for any Payment Date occurring
during the Controlled Accumulation Period, an amount equal to the sum of the
Controlled Accumulation Amount for such Payment Date and any existing
Accumulation Shortfall.
"Covered Amount" shall mean an amount, determined as of each Payment
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 weighted
average of the Class A Note Interest Rate, the Class B Note Interest Rate and
the Class C Note Interest Rate in effect with respect to such Interest Period,
times (iii) the aggregate amount on deposit in the Principal Funding Account up
to the Invested Amount as of the Record Date preceding such Payment Date.
"Early Amortization Period" shall mean the period commencing on the
Business Day immediately preceding the day on which a Pay Out Event with respect
to Series 2000-[____] is
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deemed to have occurred, and ending on the first to occur of (i) the payment in
full of the Invested Amount and (ii) the Series 2000-[____] Final Maturity Date.
"Excess Cash Collateral Percentage" shall mean, with respect to any
Monthly Period, an amount equal to the product of (i) the percentage equivalent
of a fraction, the numerator of which is an amount equal to Available Finance
Charge Collections for the related Payment Date remaining after application of
such amounts pursuant to subsection 4.04(a)(iii), less [____]% of the Investor
Default Amount, if any, for such Monthly Period, and the denominator of which is
an amount equal to (A) for any Monthly Period during the Controlled Accumulation
Period, and for so long as the amount on deposit in the Reserve Account is
greater than or equal to the Required Reserve Account Amount, the Adjusted
Invested Amount on the first day of such Monthly Period and (B) for any other
Monthly Period, the Invested Amount on the first day of such Monthly Period and
(ii) twelve (12).
"Expected Final Principal Payment Date" shall mean the [____ 20__]
Payment Date.
"Finance Charge Shortfall" shall have the meaning specified in Section
4.07.
"Finance Charge and Administrative Receivables" shall have the meaning
specified in the Transfer and Servicing Agreement.
"Fixed Investor Percentage" shall mean, with respect to any Monthly
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, (a) the numerator of which is the Invested Amount as of the close of
business on the last day of the Revolving Period and (b) the denominator of
which is the greater of (i) the sum of (A) the total amount of Principal
Receivables in the Trust as of the close of business on the last day of the
immediately preceding Monthly Period (or with respect to the first Monthly
Period, the total amount of Principal Receivables in the Trust as of the Closing
Date) and (B) the principal amount on deposit in the Excess Funding Account as
of the close of business on such last day (or with respect to the first Monthly
Period, the Closing Date) and (ii) the sum of the numerators used to calculate
the investor percentages for allocations with respect to Principal Receivables
or Finance Charge and Administrative Receivables for all Series outstanding as
of the date as to which such determination is being made; provided, however,
that after the commencement of the Controlled Accumulation Period, the
Transferor may, by written notice delivered to the Indenture Trustee and the
Servicer, for purposes of allocating Collections of Principal Receivables,
designate a different numerator for the foregoing fraction, provided that such
numerator is not less than the greater of (x) the Invested Amount as of the last
day of the immediately preceding Monthly Period, less the amount of any
distributions of principal deposited in the Principal Funding Account since the
last day of the immediately preceding Monthly Period and (y) an amount that if
used as the numerator for the foregoing fraction for the remainder of the
Controlled Accumulation Period, would assure that the Available Principal
Collections for Series 200-[____] would equal at least 125% of the Controlled
Deposit Amount for each Monthly Period for so long as the Invested Amount is
greater than zero; provided further, however, that with respect to any Monthly
Period in which a Reset Date occurs, the amount in clause (b)(i)(A) above shall
be (1) 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 the prior Monthly Period to but excluding
the related Reset Date, and
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(2) the aggregate amount of Principal Receivables in the Trust as of the close
of business on the related Reset Date after adjusting for the aggregate amount
of Principal Receivables added to or removed from the Trust on the related Reset
Date, for the period from and including the related Reset 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 (which percentage shall never exceed 100%) of
a fraction, (a) the numerator of which is the Adjusted Invested Amount 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 Invested Amount) and (b) the
denominator of which is the greater of (i) the sum of (A) the total amount of
Principal Receivables in the Trust as of the close of business on such last day
(or with respect to the first Monthly Period, the total amount of Principal
Receivables in the Trust on the Closing Date) and (B) the principal amount on
deposit in the Excess Funding Account as of the close of business on such last
day (or with respect to the first Monthly Period, as of the Closing Date) and
(ii) the sum of the numerators used to calculate the investor percentages for
allocations with respect to Finance Charge and Administrative Receivables,
Defaulted Amounts or Principal Receivables, as applicable, for all Series
outstanding as of the date as to which such determination is being made;
provided, however, that with respect to any Monthly Period in which a Reset Date
occurs, the amount in clause (b)(i)(A) above shall be (1) 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 Reset Date and (2) the
aggregate amount of Principal Receivables in the Trust as of the close of
business on the related Reset Date after adjusting for the aggregate amount of
Principal Receivables added to or removed from the Trust on the related Reset
Date, for the period from and including the related Reset Date to and including
the last day of such Monthly Period.
"Funding Period" shall mean the period commencing on the Closing Date
and ending upon the earlier of (a) the commencement of the Early Amortization
Period, (b) the date on which the Invested Amount shall first equal the [Initial
Investor Amount] and (c) [________________].
"Group [One]" shall mean Series 2000-[____] [__] and each other Series
hereafter specified in the related Indenture Supplement to be included in Group
[One].
"Initial Invested Amount" shall mean $[_________].
"Initial Pre-Funded Amount" shall mean $[___________________________].
"Interest Period" shall mean, with respect to any Payment Date, the
period from and including the Payment Date immediately preceding such Payment
Date (or, in the case of the first Payment Date, from and including the Closing
Date) to but excluding such Payment Date.
"Invested Amount" shall mean, as of any date of determination, an
amount equal to (i) the initial principal amount of the Series 2000-[__]Notes,
minus (ii) the amount of principal previously paid to the Series 2000-[_]
Noteholders, minus [iii] the excess, if any, of the aggregate amount of Investor
Charge-Offs and Reallocated Principal Collections over the reimbursements of
such amounts pursuant to subsection 4.04(a)(vi) prior to such date.
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"Investment Earnings" shall mean, with respect to any Payment Date, all
interest and earnings on Eligible Investments included in the Cash Collateral
Account (net of losses and investment expenses) during the period commencing on
and including the Payment Date immediately preceding such Payment Date and
ending on but excluding such Payment Date.
"Investor Charge-Offs" shall have the meaning specified in Section
4.05.
"Investor Default Amount" shall mean, with respect to any Payment Date,
an amount equal to the product of (a) the Defaulted Amount for the related
Monthly Period and (b) the Floating Investor Percentage for such Monthly Period.
"Investor Finance Charge Collections" shall mean, with respect to any
Monthly Period, an amount equal to the Investor Percentage for such Monthly
Period of Collections of Finance Charge and Administrative Receivables
(including Recoveries treated as Collections of Finance Charge and
Administrative Receivables) deposited in the Collection Account for such Monthly
Period and Interchange treated as Investor Finance Charge Collections for such
Monthly Period pursuant to subsection 3.01(b).
"Investor Percentage" shall mean, for any Monthly Period, (a) with
respect to Defaulted Amounts at any time and with respect to Finance Charge and
Administrative Receivables and Principal Receivables during the Revolving
Period, the Floating Investor Percentage and (b) with respect to Finance Charge
and Administrative Receivables and Principal Receivables during the Controlled
Accumulation Period or the Early Amortization Period, the Fixed Investor
Percentage.
"Investor Principal Collections" shall mean, with respect to any
Monthly Period, the aggregate amount retained in the Collection Account for
Series 2000-[____] pursuant to subsection 4.01(c)(ii) for such Monthly Period.
"LIBOR" shall mean, for any Interest Period, the London interbank
offered rate for one-month United States dollar deposits determined by the
Indenture Trustee for each Interest Period in accordance with the provisions of
Section 4.12.
"LIBOR Determination Date" shall mean (i) _____ __, 2000 for the period
from and including the Closing Date through and including _____ __, 2000 and
(ii) 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 Payment Date, the
sum of the Class A Monthly Interest, the Class B Monthly Interest, the Class C
Monthly Interest and the Class D Monthly Interest for such Payment Date.
"Monthly Principal" shall mean the monthly principal distributable in
respect of the Notes as calculated in accordance with Section 4.03.
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"Monthly Principal Reallocation Amount" shall mean, with respect to any
Monthly Period, an amount equal to the sum of:
(A) the lower of (i) the Class A Required Amount and (ii) [the greater
of (a)(x)] the product of (I) [__]% and (II) the Initial Invested Amount
minus (y) the amount of unreimbursed Investor Charge-Offs (after giving
effect to Investor Charge-Offs for the related Monthly Period) and
unreimbursed Reallocated Principal Collections (as of the previous Payment
Date) [and (b) zero]; and
(B) the lower of (i) the sum of the Class B Required Amount and the
Servicing Fee Required Amount and (ii) [the greater of (a)(x)] the product
of (I) [__]% and (II) the Initial Invested Amount minus (y) the amount of
unreimbursed Investor Charge-Offs (after giving effect to Investor
Charge-Offs for the related Monthly Period) and unreimbursed Reallocated
Principal Collections (as of the previous Payment Date and as required in
(A) above) [and (b) zero]; and
(C) the lower of (i) the Class C Required Amount and (ii) [the greater
of (a)(x)] the product of (I) [______]% and (II) the Initial Invested
Amount minus (y) the amount of unreimbursed Investor Charge-Offs (after
giving effect to Investor Charge-Offs for the related Monthly Period) and
unreimbursed Reallocated Principal Collections (as of the previous Payment
Date and as required in (A) and (B) above) [and (b) zero].
"Monthly Servicing Fee" shall have the meaning specified in subsection
3.01(a).
"Net Adjusted Portfolio Yield" shall mean, with respect to any Payment
Date, the average of the percentages obtained for each of the three preceding
Monthly Periods by subtracting the Base Rate for each such Monthly Period from
the Net Portfolio Yield for each such Monthly Period.
"Net Portfolio Yield" shall mean, with respect to any Monthly Period,
the annualized percentage equivalent of a fraction, (a) the numerator of which
is equal to the sum of (i) Investor Finance Charge Collections with respect to
such Monthly Period, plus (ii) the Principal Funding Investment Proceeds
deposited into the Collection Account on the Payment Date related to such
Monthly Period, plus (iii) the amount of the Reserve Draw Amount (up to the
Available Reserve Account Amount) plus any amounts of interest and earnings
described in Section 4.10, each deposited into the Collection Account on the
Payment Date relating to such Monthly Period, such sum to be calculated on a
cash basis after subtracting the Investor Default Amount for such Monthly
Period, and (b) the denominator of which is the Invested Amount as of the last
day of the prior Monthly Period; provided, however, that Excess Finance Charge
Collections that are allocated to Series 2000-[____] with respect to such
Monthly Period may be added to the numerator if the Transferor shall have
provided ten (10) Business Days prior written notice of such action to each
Rating Agency and the Transferor, the Servicer and the Indenture Trustee shall
have received notification in writing that such action will not result in any
Rating Agency reducing or withdrawing
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its then existing rating of the Notes or any outstanding Series or Class with
respect to which it is a Rating Agency.
"Net Servicing Fee Rate" shall mean (a) so long as ABC, an Affiliate of
ABC or [________________] is the Servicer, [___]% per annum and (b) if ABC, an
Affiliate of ABC or [_______________] is no longer the Servicer, [_____]% per
annum.
"Note Principal Balance" shall mean, on any date of determination, an
amount equal to the sum of the Class A Note Principal Balance, the Class B Note
Principal Balance, the Class C Note Principal Balance and the Class D Note
Principal Balance.
"Noteholder Servicing Fee" shall have the meaning specified in
subsection 3.01(a) hereof.
"Payment Date" shall mean [_____] 15, 2000 and the fifteenth day of
each calendar month thereafter, or if such fifteenth day is not a Business Day,
the next succeeding Business Day.
"Percentage Allocation" shall have the meaning set forth in subsection
4.01(c)(ii)(y).
"Pre-Funded Amount" shall mean, on any date of determination, the
amount on deposit in the Pre-Funding Account (net of all interest and other
investment income).
"Pre-Funding Account" shall have the meaning set forth in subsection
4.12(a).
"Principal Funding Account" shall have the meaning set forth in
subsection 4.09(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 Payment 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 Payment Date to but excluding such Payment
Date.
"Quarterly Excess Cash Collateral Percentage" shall mean (a) with
respect to the [Month 1] 2000 Payment Date, the Excess Cash Collateral
Percentage, (b) with respect to the [Month 2] 2000 Payment Date, the percentage
equivalent of a fraction the numerator of which is the sum of (i) the Excess
Cash Collateral Percentage for the first Monthly Period and (ii) the Excess Cash
Collateral Percentage with respect to the [Month 2] 2000 Monthly Period and the
denominator of which is two, (c) with respect to the [Month 3] 2000 Payment
Date, the percentage equivalent of a fraction the numerator of which is the sum
of (i) the Excess Cash Collateral Percentage for the first Monthly Period, (ii)
the Excess Cash Collateral Percentage with respect to the [Month 2] 2000 Monthly
Period and (iii) the Excess Cash Collateral Percentage with respect to the
[Month 3] 2000 Monthly Period and the denominator of which is three and (d) with
respect to the [Month 4] 2000 Payment Date and each Payment Date thereafter, the
percentage equivalent of a fraction the
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numerator of which is the sum of the Excess Cash Collateral Percentages with
respect to the immediately preceding three Monthly Periods and the denominator
of which is three.
"Rating Agency" shall mean each of [Standard & Poor's], [Moody's] [and
Fitch].
"Reallocated Principal Collections" shall mean, with respect to any
Payment Date, Investor Principal Collections applied in accordance with Section
4.06 in an amount not to exceed the Monthly Principal Reallocation Amount for
the related Monthly Period.
"Reassignment Amount" shall mean, with respect to any Payment Date,
after giving effect to any deposits and distributions otherwise to be made on
such Payment Date, the sum of (i) the outstanding principal balance of the
Series 2000-[__] Notes on such Payment Date, plus (ii) Monthly Interest for such
Payment Date and any Monthly Interest previously due but not distributed to the
Series 2000-[__] Noteholders, plus (iii) the amount of Additional Interest, if
any, for such Payment Date and any Additional Interest previously due but not
distributed to the Series 2000-[__] Noteholders on a prior Payment Date.
"Reference Banks" shall mean three 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 changed at any
time if the Rating Agency Condition is satisfied.
"Required Reserve Account Amount" shall mean, with respect to any
Payment Date on or after the Reserve Account Funding Date, an amount equal to
(a) the product of (i) [___]% of the Note Principal Balance as of the preceding
Payment Date and (ii) a fraction the numerator of which is the number of Monthly
Periods scheduled to be included in the Controlled Accumulation Period as of
such date and the denominator of which is nine (except that if such numerator is
one, the Required Reserve Account Amount determined pursuant to this clause (a)
shall be $0), 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 Indenture Trustee with evidence that the Rating
Agency Condition with respect to such designation shall have been satisfied and
(ii) deliver to the Indenture Trustee a certificate of an Authorized Officer to
the effect that, based on the facts known to such officer at such time, in the
reasonable belief of the Transferor, such designation will not cause a Pay Out
Event or an event that, after the giving of notice or the lapse of time, would
cause a Pay Out Event to occur with respect to Series 2000-[__].
"Required Cash Collateral Account Amount" shall mean, (a) prior to the
occurrence of an Event of Default with respect to Series 2000-[__] [and
acceleration of the maturity of the Series 2000-[__] Notes pursuant to Section
5.03 of the Indenture], with respect to any date of determination, the product
of (i) the Cash Collateral Account Percentage in effect on such date and (ii)
the Initial Invested Amount; provided that the Required Cash Collateral Account
Amount shall not exceed the sum of the Class C Note Principal Balance and the
Class D Note Principal Balance
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minus the excess, if any, of the Principal Funding Account Balance over the sum
of the Class A Note Principal Balance and the Class B Note Principal Balance on
such date of determination and (b) after the occurrence of an Event of Default
with respect to Series 2000-[____] [and acceleration of the maturity of the
Series 2000-[____] Notes pursuant to Section 5.03 of the Indenture], for any
Payment Date, the sum of (i) the amount on deposit in the Cash Collateral
Account on such Payment Date, plus (ii) Available Finance Charge Collections for
such Payment Date remaining after application of such amounts pursuant to
subsection 4.04(a)(vii), plus (iii) amounts on deposit in the Reserve Account in
excess of the Required Reserve Account Amount; provided, however, that if after
the occurrence of an Event of Default with respect to Series 2000-[____] the
maturity of the Series 2000- [____] Notes is not accelerated, the Required Cash
Collateral Account Amount shall not exceed the Note Principal Balance.
"Required Transferor Interest" shall have the meaning specified in the
Indenture.
"Reserve Account" shall have the meaning specified in subsection
4.10(a).
"Reserve Account Funding Date" shall mean the date designated by the
Servicer which occurs not later than the earliest of (a) the Payment Date with
respect to the Monthly Period which commences 3 months prior to the commencement
of the Controlled Accumulation Period or (b) such other date designated by the
Servicer.
"Reserve Account Surplus" shall mean, as of any Payment 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 Payment Date,
the amount, if any, by which the Principal Funding Investment Proceeds for such
Payment Date are less than the Covered Amount determined as of such Payment
Date.
"Reset Date" shall mean, any date that is (i) an Addition Date, (ii) a
date on which the issuance of additional Notes of an Outstanding Series occurs,
(iii) a date on which an increase or decrease in the Invested Amount of any
Series that is a variable principal funding Series occurs or (iv) a Removal Date
on which, for any Series that has been paid in full, Principal Receivables in an
aggregate amount approximately equal to the Initial Invested Amount of that
Series are removed from the Trust.
"Revolving Period" shall mean the period beginning on the Closing Date
and ending on the earlier of the close of business on the day immediately
preceding the day the Controlled Accumulation Period commences or the Early
Amortization Period commences.
"Series 2000-[ ]" shall mean the Series of Notes the terms of which are
specified in this Indenture Supplement.
"Series 2000-[ ] Final Maturity Date" shall mean the earlier to occur
of (a) the Payment Date on which the Invested Amount is paid in full and (b) the
[________ ____] Payment Date.
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"Series 2000-[ ] Note" shall mean a Class A Note, a Class B Note, a
Class C Note or a Class D Note.
"Series 2000-[ ] Noteholder" shall mean a Class A Noteholder, a Class B
Noteholder, a Class C Noteholder or a Class D Noteholder.
"Series 2000-[ ] Pay Out Event" shall have the meaning specified in
Section 6.01.
"Series 2000-[ ] Principal Shortfall" shall have the meaning specified
in subsection 4.08.
"Servicer Interchange" shall mean, if ABC, an Affiliate of ABC or the
Indenture Trustee is the Servicer, for any Payment Date, the portion of Investor
Finance Charge Collections deposited in the Collection Account with respect to
the related Monthly Period that is attributable to Interchange; provided,
however, that Servicer Interchange for any Payment Date shall not exceed
one-twelfth of the product of (a) [___]% and (b)(i) the Adjusted Invested Amount
as of the last day of the related Monthly Period[, minus (ii) the product of the
amount, if any, on deposit in the Excess Funding Account as of the last day of
such Monthly Period and the Floating Investor Percentage with respect to such
Monthly Period]; provided further, however, with respect to the first Payment
Date, the Servicer Interchange may equal but shall not exceed $[________].
"Servicing Fee Rate" shall mean 2% per annum.
"Servicing Fee Required Amount" shall mean, with respect to any Payment
Date, an amount equal to the excess of the amount described in subsection
4.04(a)(iii) over the Available Finance Charge Collections applied to pay such
amount pursuant to subsection 4.04(a).
"Telerate Page 3750" shall mean the display page currently so
designated on the Bridge Telerate Capital Markets Report (or such other page as
may replace that page in that service for the purpose of displaying comparable
rates or prices).
(b) The words "HEREOF," "HEREIN," "HEREUNDER" and words of similar
import when used in this Indenture Supplement shall refer to this Indenture
Supplement as a whole and not to any particular provision of this Indenture
Supplement; references to any Article, subsection, Section or Exhibit are
references to Articles, subsections, Sections and Exhibits in or to this
Indenture Supplement unless otherwise specified; and the term "INCLUDING" means
"INCLUDING WITHOUT LIMITATION."
[END OF ARTICLE II]
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ARTICLE III
Servicing Fee and Interchange
Section 3.01. Servicing Compensation; Interchange.
(a) Servicing Fee. The share of the Servicing Fee allocable to Series
2000-[___] with respect to any Payment Date (the "MONTHLY SERVICING FEE") shall
be equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b) (i)
the Adjusted Invested Amount as of the last day of the Monthly Period preceding
such Payment Date, minus (ii) the product of the amount, if any, on deposit in
the Excess Funding Account as of the last day of the Monthly Period preceding
such Payment Date and the Floating Investor Percentage with respect to such
Monthly Period; provided, however, that with respect to the first Payment Date,
the Monthly Servicing Fee shall be equal to $[________]. On each Payment Date
for which ABC, an Affiliate of ABC or [______________] is the Servicer, the
Servicer Interchange with respect to the related Monthly Period that is on
deposit in the Collection Account shall be withdrawn from the Collection Account
and paid to the Servicer in payment of a portion of the Monthly Servicing Fee
with respect to such Monthly Period. Should the Servicer Interchange on deposit
in the Collection Account on any Payment Date with respect to the related
Monthly Period be less than one-twelfth of the product of (a) [___]% and (b)(i)
the Adjusted Invested Amount as of the last day of such Monthly Period, minus
(ii) the product of the amount, if any, on deposit in the Excess Funding Account
as of the last day of such Monthly Period and the Floating Investor Percentage
with respect to such Monthly Period, the Monthly 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 Collection Account. The Servicer
Interchange with respect to the first Payment Date may equal but shall not
exceed $[________]. The share of the Monthly Servicing Fee allocable to the
Invested Amount with respect to any Payment Date (the "NOTEHOLDER SERVICING
FEE") shall be equal to one-twelfth of the product of (a) the Net Servicing Fee
Rate and (b)(i) the Adjusted Invested Amount as of the last day of the Monthly
Period preceding such Payment Date, minus (ii) the product of the amount, if
any, on deposit in the Excess Funding Account as of the last day of the Monthly
Period preceding such Payment Date and the Floating Investor Percentage with
respect to such Monthly Period; provided, however, that with respect to the
first Payment Date, the Noteholder Servicing Fee shall be equal to $[________].
The remainder of the Servicing Fee shall be paid by the holder of the Transferor
Beneficial Interest or the noteholders of other Series (as provided in the
related Indenture Supplements) and in no event shall the Trust, the Indenture
Trustee or the Series 2000-[____] Noteholders be liable for the share of the
Servicing Fee to be paid by the holder of the Transferor Beneficial Interest or
the noteholders of any other Series. To the extent that the Monthly Servicing
Fee is not paid in full pursuant to the preceding provisions of this Section
3.01, and Section 4.04, it shall be paid by the Holder of the Transferor
Beneficial Interest.
(b) Interchange. On or before each Determination Date, the Servicer
shall notify the Transferor of the amount of Interchange to be included as
Investor Finance Charge Collections with respect to the preceding Monthly Period
as determined pursuant to this subsection 3.01(b). Such amount of Interchange
shall be equal to the product of (i) the amount of Interchange attributable to
the Accounts, as reasonably estimated by the Servicer, and (ii) the Investor
Percentage
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with regard to Finance Charge and Administrative Receivables. On each Payment
Date, the Servicer shall deposit into the Collection Account, in immediately
available funds, the amount of Interchange to be so included as Investor Finance
Charge Collections with respect to the preceding Monthly Period and such
Interchange shall be treated as a portion of Investor Finance Charge Collections
for all purposes of this Indenture Supplement, the Indenture and the Transfer
and Servicing Agreement.
[END OF ARTICLE III]
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ARTICLE IV
Rights of Series 2000-[__] Noteholders
and Allocation and Application of Collections
Section 4.01. Collections and Allocations.
(a) Allocations. Collections of Finance Charge and Administrative
Receivables and Principal Receivables and Defaulted Receivables allocated to
Series 2000-[__] pursuant to Article VIII of the Indenture shall be allocated
and distributed as set forth in this Article.
(b) Payments to the Transferor. The Servicer shall on Deposit Dates
withdraw from the Collection Account and pay to the holders of Trust Beneficial
Interests or Certificates the following amounts:
(i) an amount equal to the Transferor Percentage for the related
Monthly Period of Collections of Finance Charge and Administrative
Receivables to the extent such amount is deposited in the Collection
Account; and
(ii) an amount equal to the Transferor Percentage for the related
Monthly Period of Collections of Principal Receivables deposited in the
Collection Account, if the Transferor Interest (determined after giving
effect to any Principal Receivables transferred to the Trust on such
Deposit Date) exceeds zero.
The withdrawals to be made from the Collection Account pursuant to this
subsection 4.01(b) do not apply to deposits into the Collection Account that do
not represent Collections, including payment of the purchase price for the
Receivables or the Notes pursuant to, respectively, Section 2.06 or 7.01 of the
Transfer and Servicing Agreement or Section 11.04 of the Indenture and payment
of the purchase price for the Series 2000-[___] Notes pursuant to Section 7.01
of this Indenture Supplement.
(c) Allocations to the Series 2000-[ ] Noteholders. The Servicer shall,
prior to the close of business on any Deposit Date, allocate to the Series
2000-[ ] Noteholders the following amounts as set forth below:
(i) Allocations of Finance Charge Collections. The Servicer shall
allocate to the Series 2000-[____] Noteholders and retain in the Collection
Account for application as provided herein an amount equal to the product
of (A) the Investor Percentage and (B) the aggregate amount of Collections
of Finance Charge and Administrative Receivables deposited in the
Collection Account on such Deposit Date.
(ii) Allocations of Principal Collections. The Servicer shall allocate
to the Series 2000-[__] Noteholders the following amounts as set forth
below:
(x) Allocations During the Revolving Period. During the Revolving
Period an amount equal to the product of (I) the Investor Percentage and
(II) the
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aggregate amount of Collections of Principal Receivables deposited in the
Collection Account on such Deposit Date, shall be allocated to the Series
2000-[____] Noteholders and shall be first, if any other Principal Sharing
Series in Group [One] is outstanding and in its amortization period or
accumulation period, retained in the Collection Account for application, to
the extent necessary, as Shared Principal Collections to other Series in
Group [One] on the related Payment Date, and second, paid to the holders of
Trust Beneficial Interests or Certificates only if the Transferor Interest
on such Deposit Date is greater than the Required Transferor Interest
(after giving effect to all Principal Receivables transferred to the Trust
on such day) and otherwise shall be deposited in the Excess Funding
Account.
(y) Allocations During the Controlled Accumulation Period. During the
Controlled Accumulation Period an amount equal to the product of (I) the
Investor Percentage and (II) the aggregate amount of Collections of
Principal Receivables deposited in the Collection Account on such Deposit
Date (the product for any such date is hereinafter referred to as a
"PERCENTAGE ALLOCATION") shall be allocated to the Series 2000-[__]
Noteholders and deposited in the Principal Funding Account until applied as
provided herein; provided, however, that if the sum of such Percentage
Allocation and all preceding Percentage Allocations with respect to the
same Monthly Period exceeds the Controlled Deposit Amount during the
Controlled Accumulation Period for the related Payment Date, then such
excess shall not be treated as a Percentage Allocation and shall be first,
if any other Principal Sharing Series in Group [One] is outstanding and in
its amortization period or accumulation period, retained in the Collection
Account for application, to the extent necessary, as Shared Principal
Collections to other Series in Group [One] on the related Payment Date, and
second paid to the holders of Trust Beneficial Interests or Certificates
only if the Transferor Interest on such Deposit Date is greater than the
Required Transferor Interest (after giving effect to all Principal
Receivables transferred to the Trust on such day) and otherwise shall be
deposited in the Excess Funding Account.
(z) Allocations During the Early Amortization Period. During the Early
Amortization Period, an amount equal to the product of (I) the Investor
Percentage and (II) the aggregate amount of Collections of Principal
Receivables deposited in the Collection Account on such Deposit Date, shall
be allocated to the Series 2000-[____] Noteholders and retained in the
Collection Account until applied as provided herein; provided, however,
that after the date on which an amount of such Collections equal to the
Adjusted Invested Amount has been deposited into the Collection Account and
allocated to the Series 2000-[____] Noteholders, such amount shall be
first, if any other Principal Sharing Series in Group [One] is outstanding
and in its amortization period or accumulation period, retained in the
Collection Account for application, to the extent necessary, as Shared
Principal Collections to other Series in Group [One] on the related Payment
Date, and second paid to the holders of Trust Beneficial Interests or
Certificates only if the Transferor Interest on such date is greater than
the Required Transferor Interest (after giving effect to all Principal
Receivables transferred to the Trust on such day) and otherwise shall be
deposited in the Excess Funding Account.
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Section 4.02. Determination of Monthly Interest.
(a) The amount of monthly interest ("CLASS A MONTHLY INTEREST")
distributable from the Collection Account with respect to the Class A Notes on
any Payment Date 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 Note Interest
Rate in effect with respect to the related Interest Period and (ii) the Class A
Note Principal Balance as of the close of business on the related Record Date
(or, with respect to the initial Payment Date, the Class A Note Initial
Principal Balance).
On the Determination Date preceding each Payment Date, the Servicer shall
determine the excess, if any (the "CLASS A INTEREST SHORTFALL"), of (x) the
Class A Monthly Interest for such Payment Date over (y) the aggregate amount of
funds allocated and available to pay such Class A Monthly Interest on such
Payment Date. If the Class A Interest Shortfall with respect to any Payment Date
is greater than zero, on each subsequent Payment Date until such Class A
Interest Shortfall is fully paid, an additional amount ("CLASS A ADDITIONAL
INTEREST") 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 Note Interest Rate in effect with respect to
the related Interest Period and (ii) such Class A Interest Shortfall (or the
portion thereof which has not been paid to the Class A Noteholders) shall be
payable as provided herein with respect to the Class A Notes. Notwithstanding
anything to the contrary herein, Class A Additional Interest shall be payable or
distributed to the Class A Noteholders only to the extent permitted by
applicable law.
(b) The amount of monthly interest ("CLASS B MONTHLY INTEREST")
distributable from the Collection Account with respect to the Class B Notes on
any Payment Date 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 Note Interest
Rate in effect with respect to the related Interest Period and (ii) the Class B
Note Principal Balance as of the close of business on the related Record Date
(or, with respect to the initial Payment Date, the Class B Note Initial
Principal Balance).
On the Determination Date preceding each Payment Date, the Servicer shall
determine the excess, if any (the "CLASS B INTEREST SHORTFALL"), of (x) the
Class B Monthly Interest for such Payment Date over (y) the aggregate amount of
funds allocated and available to pay such Class B Monthly Interest on such
Payment Date. If the Class B Interest Shortfall with respect to any Payment Date
is greater than zero, on each subsequent Payment Date until such Class B
Interest Shortfall is fully paid, an additional amount ("CLASS B ADDITIONAL
INTEREST") 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 Note Interest Rate in effect with respect to
the related Interest Period and (ii) such Class B Interest Shortfall (or the
portion thereof which has not been paid to the Class B Noteholders) shall be
payable as provided herein with respect to the Class B Notes. Notwithstanding
anything to the contrary herein, Class B Additional Interest shall be payable or
distributed to the Class B Noteholders only to the extent permitted by
applicable law.
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(c) The amount of monthly interest ("CLASS C MONTHLY INTEREST")
distributable from the Collection Account with respect to the Class C Notes on
any Payment Date 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 C Note Interest
Rate in effect with respect to the related Interest Period and (ii) the Class C
Note Principal Balance as of the close of business on the related Record Date
(or, with respect to the initial Payment Date, the Class C Note Initial
Principal Balance).
On the Determination Date preceding each Payment Date, the Servicer
shall determine an amount (the "CLASS C INTEREST SHORTFALL") equal to (x) the
aggregate Class C Monthly Interest for such Payment Date minus (y) the aggregate
amount of funds allocated and available to pay such Class C Monthly Interest on
such Payment Date. If the Class C Interest Shortfall with respect to any Payment
Date is greater than zero, on each subsequent Payment Date until such Class C
Interest Shortfall is fully paid, an additional amount ("CLASS C ADDITIONAL
INTEREST") shall be payable as provided herein with respect to the Class C Notes
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 C Note Interest Rate in effect with respect to the
related Interest Period and (ii) such Class C Interest Shortfall (or the portion
thereof which has not been paid to the Class C Noteholders (after giving effect
to the application of the proceeds of any draw made on the Cash Collateral
Account as provided in subsections 4.04(a)(iv) and 4.11(c) for the purpose of
paying such amount with respect to such Payment Date)). Notwithstanding anything
to the contrary herein, Class C Additional Interest shall be payable or
distributed to the Class C Noteholders only to the extent permitted by
applicable law.
(d) The amount of monthly interest ("CLASS D MONTHLY INTEREST")
distributable from the Collection Account with respect to the Class D Notes on
any Payment Date 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 D Note Interest
Rate in effect with respect to the related Interest Period and (ii) the Class D
Note Principal Balance as of the close of business on the related Record Date
(or, with respect to the initial Payment Date, the Class D Note Initial
Principal Balance).
On the Determination Date preceding each Payment Date, the Servicer
shall determine an amount (the "CLASS D INTEREST SHORTFALL") equal to (x) the
aggregate Class D Monthly Interest for such Payment Date minus (y) the aggregate
amount of funds allocated and available to pay such Class D Monthly Interest on
such Payment Date. If the Class D Interest Shortfall with respect to any Payment
Date is greater than zero, on each subsequent Payment Date until such Class D
Interest Shortfall is fully paid, an additional amount ("CLASS D ADDITIONAL
INTEREST") shall be payable as provided herein with respect to the Class D Notes
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 D Note Interest Rate in effect with respect to the
related Interest Period and (ii) such Class D Interest Shortfall (or the portion
thereof which has not been paid to the Class D Noteholders (after giving effect
to the application of the proceeds of any draw made on the Cash Collateral
Account as provided in subsections 4.04(a)(viii) and 4.11(c) for the purpose of
paying such amount with respect to such Payment Date)). Notwithstanding anything
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to the contrary herein, Class D Additional Interest shall be payable or
distributed to the Class D Noteholders only to the extent permitted by
applicable law.
Section 4.03. Determination of Monthly Principal.
The amount of monthly principal distributable from the Collection
Account with respect to the Notes on each Payment Date (the "MONTHLY
PRINCIPAL"), beginning with the Payment Date in the month following the month in
which the Controlled Accumulation Period or, if earlier, the Early Amortization
Period, begins, shall be equal to the least of (i) the Available Principal
Collections on deposit in the Collection Account with respect to such Payment
Date, (ii) for each Payment Date during the Controlled Accumulation Period, the
Controlled Deposit Amount for such Payment Date and (iii) the Adjusted Invested
Amount (after taking into account any adjustments to be made on such Payment
Date pursuant to Sections 4.05 and 4.06) prior to any deposit into the Principal
Funding Account on such Payment Date.
Section 4.04. Application of Available Finance Charge Collections and
Available Principal Collections. The Servicer shall apply, or shall cause the
Indenture Trustee to apply by written instruction to the Indenture Trustee, on
each Payment Date, Available Finance Charge Collections and Available Principal
Collections on deposit in the Collection Account with respect to such Payment
Date to make the following distributions:
(a) On each Payment Date, an amount equal to the Available Finance Charge
Collections with respect to such Payment Date on deposit in the Collection
Account will be distributed or deposited in the following priority:
(i) an amount equal to Class A Monthly Interest for such Payment Date,
plus the amount of any Class A Monthly Interest previously due but not
distributed to Class A Noteholders on a prior Payment Date, plus the amount
of any Class A Additional Interest for such Payment Date, plus the amount
of any Class A Additional Interest previously due but not distributed to
Class A Noteholders on a prior Payment Date, shall be distributed to the
Paying Agent for payment to Class A Noteholders on such Payment Date;
(ii) an amount equal to Class B Monthly Interest for such Payment
Date, plus the amount of any Class B Monthly Interest previously due but
not distributed to Class B Noteholders on a prior Payment Date, plus the
amount of any Class B Additional Interest for such Payment Date, plus the
amount of any Class B Additional Interest previously due but not
distributed to Class B Noteholders on a prior Payment Date, shall be
distributed to the Paying Agent for payment to Class B Noteholders on such
Payment Date;
(iii) an amount equal to the Noteholder Servicing Fee for such Payment
Date, plus the amount of any Noteholder Servicing Fee previously due but
not distributed to the Servicer on a prior Payment Date, shall be
distributed to the Servicer (unless such amount has been netted against
deposits to the Collection Account in accordance with Section 8.04 of the
Indenture);
(iv) an amount equal to Class C Monthly Interest for such Payment
Date, plus the amount of any Class C Monthly Interest previously due but
not distributed to the Class C
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Noteholders on a prior Payment Date, plus the amount of any Class C
Additional Interest for such Payment Date, plus the amount of any Class C
Additional Interest previously due but not distributed to the Class C
Noteholders on a prior Payment Date shall be distributed to the Paying
Agent for payment to the Class C Noteholders on such Payment Date;
provided, however, that, in the event that the sum of Class C Monthly
Interest exceeds the amount of Available Finance Charge Collections
available (after giving effect to subsections 4.04(a)(i) through (iii)
above) to fund such Class C Monthly Interest [and Class C Additional
Interest], a draw will be made from amounts available for distribution in
the Cash Collateral Account (at the times and in the amounts specified in
Section 4.11) and shall be distributed to the Paying Agent for payment to
the Class C Noteholders on such Payment Date in accordance with this
subsection 4.04(a)(iv);
(v) an amount equal to the Investor Default Amount, if any, for the
related Monthly Period shall be treated as a portion of Available Principal
Collections for such Payment Date;
(vi) an amount equal to the sum of the aggregate amount of Investor
Charge-Offs and the amount of Reallocated Principal Collections which have
not been previously reimbursed pursuant to this subparagraph (vi) shall be
treated as a portion of Available Principal Collections for such Payment
Date;
(vii) on each Payment Date from and after the Reserve Account Funding
Date, but prior to the date on which the Reserve Account terminates as
described in subsection 4.10(f), an amount up to the excess, if any, of the
Required Reserve Account Amount over the Available Reserve Account Amount
shall be deposited into the Reserve Account;
(viii) an amount equal to Class D Monthly Interest for such Payment
Date, plus the amount of any Class D Monthly Interest previously due but
not distributed to the Class D Noteholders on a prior Payment Date, plus
the amount of any Class D Additional Interest for such Payment Date, plus
the amount of any Class D Additional Interest previously due but not
distributed to the Class D Noteholders on a prior Payment Date shall be
distributed to the Paying Agent for payment to the Class D Noteholders on
such Payment Date; provided, however, that, in the event that the sum of
Class D Monthly Interest exceeds the amount of Available Finance Charge
Collections available (after giving effect to subsections 4.04(a)(i)
through (vii) above) to fund such Class D Monthly Interest and Class D
Additional Interest, a draw will be made from amounts available for
distribution in the Cash Collateral Account (at the times and in the
amounts specified in Section 4.11) and shall be distributed to the Paying
Agent for payment to the Class D Noteholders on such Payment Date in
accordance with this subsection 4.04(a)(viii);
(ix) an amount equal to the amounts required to be deposited in the
Cash Collateral Account pursuant to Section 4.11(f) shall be deposited into
the Cash Collateral Account as provided in Section 4.11(f);
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(x) the balance, if any, will constitute a portion of Excess Finance
Charge Collections for such Payment Date and will be available for
allocation to other Series in Group [One] Uncertificated Interest as
described in Section 8.08 of the Indenture; and
(xi) to the extent not applied as set forth in clause (x), any
remaining amounts will be paid to the holders of Trust Beneficial Interests
or Certificates as described in Section 4.1.
(b) On each Payment Date with respect to the Revolving Period, an amount
equal to the Available Principal Collections deposited in the Collection Account
for the related Monthly Period shall be treated as Shared Principal Collections
and applied in accordance with Section 8.05 of the Indenture.
(c) On each Payment Date during the Controlled Accumulation Period or the
Early Amortization Period, an amount equal to the Available Principal
Collections deposited in the Collection Account for the related Monthly Period
shall be distributed or deposited in the following order of priority:
(i) during the Controlled Accumulation Period, an amount equal to the
Monthly Principal for such Payment Date shall be deposited into the
Principal Funding Account;
(ii) during the Early Amortization Period, an amount equal to the
Monthly Principal for such Payment Date shall be distributed to the Paying
Agent for payment to the Class A Noteholders on such Payment Date and on
each subsequent Payment Date until the Class A Note Principal Balance has
been paid in full;
(iii) after the Class A Note Principal Balance has been paid in full,
during the Early Amortization Period, an amount equal to the Monthly
Principal remaining, if any, shall be distributed to the Paying Agent for
payment to the Class B Noteholders on such Payment Date and on each
subsequent Payment Date until the Class B Note Principal Balance has been
paid in full;
(iv) after the Class A Note Principal Balance and the Class B Note
Principal Balance have been paid in full, during the Early Amortization
Period, an amount equal to the Monthly Principal remaining, if any, shall
be distributed to the Paying Agent for payment to the Class C Noteholders
on such Payment Date and on each subsequent Payment Date until the Class C
Note Principal Balance has been paid in full;
(v) after the Class A Note Principal Balance, the Class B Note
Principal Balance and the Class C Note Principal Balance have been paid in
full, during the Early Amortization Period, an amount equal to the Monthly
Principal remaining, if any, shall be distributed to the Paying Agent for
payment to the Class D Noteholders on such Payment Date and on each
subsequent Payment Date until the Class D Note Principal Balance has been
paid in full; and
(vi) in the case of each of the Controlled Accumulation Period and the
Early Amortization Period, the balance of such Available Principal
Collections remaining after application in accordance with clause (i) or
(v) above shall be treated as Shared Principal Collections and applied in
accordance with Section 8.05 of the Indenture.
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(d) On the earlier to occur of (i) the first Payment Date with respect to
the Early Amortization Period and (ii) the Expected Final Principal Payment
Date, the Indenture Trustee, acting in accordance with instructions from the
Servicer, shall withdraw from the Principal Funding Account and distribute to
the Paying Agent for payment to the Class A Noteholders, the Class B
Noteholders, the Class C Noteholders and the Class D Noteholders, the amounts
deposited into the Principal Funding Account pursuant to subsection 4.04(c)(i).
(e) The Controlled Accumulation Period is scheduled to commence at the
close of business on [_____ __, 20__]; provided, however, that, if the
Accumulation Period Length (determined as described below) is less than 12
months, the date on which the Controlled Accumulation Period actually commences
will be delayed to the first Business Day of the month that is the number of
whole months prior to the Expected Final Principal Payment Date at least equal
to the Accumulation Period Length and, as a result, the number of Monthly
Periods in the Controlled Accumulation Period will at least equal the
Accumulation Period Length. On the Determination Date immediately preceding the
[_____ ____] Payment Date, and each Determination Date thereafter until the
Controlled Accumulation Period begins, the Servicer will determine the
"ACCUMULATION PERIOD LENGTH" which will equal the number of whole months such
that the sum of the Accumulation Period Factors for each month during such
period will be equal to or greater than the Required Accumulation Factor Number;
provided, however, that the Accumulation Period Length will not be determined to
be less than one month; provided further, however, that the determination of the
Accumulation Period Length may be changed at any time if the Rating Agency
Condition is satisfied.
Section 4.05. Investor Charge-Offs. On each Determination Date, the
Servicer shall calculate the Investor Default Amount, if any, for the related
Payment Date. If, on any Payment Date, the Investor Default Amount for such
Payment Date exceeds the amount of Available Finance Charge Collections
allocated with respect thereto pursuant to subsection 4.04(a)(v) with respect to
such Payment Date, the Invested Amount (after giving effect to any reductions
for any Reallocated Principal Collections on such Payment Date) will be reduced
by the amount of such excess, but not by more than the lesser of the Investor
Default Amount and the Invested Amount (after giving effect to any reductions
for any Reallocated Principal Collections on such Payment Date) for such Payment
Date (such reduction, an "INVESTOR CHARGE-OFF").
Section 4.06. Reallocated Principal Collections. On each Payment Date, the
Servicer shall apply, or shall cause the Indenture Trustee to apply, Reallocated
Principal Collections with respect to such Payment Date, to fund any deficiency
pursuant to and in the priority set forth in subsections 4.04(a)(i), (ii), (iii)
and (iv). On each Payment Date, the Invested Amount shall be reduced by the
amount of Reallocated Principal Collections for such Payment Date.
Section 4.07. Excess Finance Charge Collections. Series 2000-[___] shall be
an Excess Allocation Series with respect to Group [One] only. Subject to Section
8.08 of the Indenture, Excess Finance Charge Collections with respect to the
Excess Allocation Series in Group [One] for any Payment Date will be allocated
to Series 2000-[___] in an amount equal to the product of (x) the aggregate
amount of Excess Finance Charge Collections with respect to all the Excess
Allocation Series in Group [One] for such Payment Date and (y) a fraction, the
numerator of which is the Finance Charge Shortfall for Series 2000-[__] for such
Payment Date and the denominator of which
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is the aggregate amount of Finance Charge Shortfalls for all the Excess
Allocation Series in Group [One] for such Payment Date. The "FINANCE CHARGE
SHORTFALL" for Series 2000-[__] for any Payment Date will be equal to the
excess, if any, of (a) the full amount required to be paid, without duplication,
pursuant to subsections 4.04(a)(i) through (ix) on such Payment Date over (b)
the Investor Finance Charge Collections with respect to such Payment Date.
Section 4.08. Shared Principal Collections.
Subject to Section 8.05 of the Indenture, Shared Principal Collections with
respect to the Series in Group [One] for any Payment Date will be allocated to
Series 2000-[__] in an amount equal to the product of (x) the aggregate amount
of Shared Principal Collections with respect to all Principal Sharing Series in
Group [One] for such Payment Date and (y) a fraction, the numerator of which is
the Series 2000-[__] Principal Shortfall for such Payment Date and the
denominator of which is the aggregate amount of Principal Shortfalls for all the
Series which are Principal Sharing Series in Group [One] for such Payment Date.
The "SERIES 2000-[ ] PRINCIPAL SHORTFALL" will be equal to (a) for any Payment
Date with respect to the Revolving Period, zero, (b) for any Payment Date with
respect to the Controlled Accumulation Period, the excess, if any, of the
Controlled Deposit Amount with respect to such Payment Date over the amount of
Available Principal Collections for such Payment Date (excluding any portion
thereof attributable to Shared Principal Collections), and (c) for any Payment
Date with respect to the Early Amortization Period, the excess, if any, of the
Adjusted Invested Amount over the amount of Available Principal Collections for
such Payment Date (excluding any portion thereof attributable to Shared
Principal Collections).
Section 4.09. Principal Funding Account.
(a) The Indenture Trustee shall establish and maintain with an Eligible
Institution, which may be the Indenture Trustee in the name of the Trust, on
behalf of the Trust, for the benefit of the Series 2000-[__] Noteholders, a
segregated trust account with the corporate trust department of such Eligible
Institution (the "PRINCIPAL FUNDING ACCOUNT"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Series 2000-[__] Noteholders. The Indenture Trustee shall possess all right,
title and interest in all funds on deposit from time to time in the Principal
Funding Account and in all proceeds thereof. The Principal Funding Account shall
be under the sole dominion and control of the Indenture Trustee for the benefit
of the Series 2000-[__] Noteholders. If at any time the institution holding the
Principal Funding Account ceases to be an Eligible Institution, the Servicer
shall notify the Indenture Trustee, and the Indenture Trustee upon being
notified (or the Servicer on its behalf) shall, within ten (10) Business Days,
establish a new Principal Funding Account meeting the conditions specified above
with an Eligible Institution, and shall transfer any cash or any investments to
such new Principal Funding Account. The Indenture Trustee, at the direction of
the Servicer, shall (i) make withdrawals from the Principal Funding Account from
time to time, in the amounts and for the purposes set forth in this Indenture
Supplement, and (ii) on each Payment Date (from and after the commencement of
the Controlled Accumulation Period) prior to the termination of the Principal
Funding Account, make deposits into the Principal Funding Account in the amounts
specified in, and otherwise in accordance with, subsection 4.04(c)(i).
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(b) Funds on deposit in the Principal Funding Account shall be invested at
the direction of the Servicer by the Indenture Trustee in Eligible Investments[;
provided, however, that, for purposes of the investment of funds on deposit in
the Principal Funding Account, references in the definition of "Eligible
Investments" to a rating in the "highest rating category" shall be modified to
require a rating, from any one of the following Rating Agencies, of at least A-2
by Standard & Poor's, P-2 by Moody's or (if such investment is rated by Fitch)
F2 by Fitch.] Funds on deposit in the Principal Funding Account on any Payment
Date, after giving effect to any deposits to or withdrawals from the Principal
Funding Account on such Payment Date, shall be invested in such investments that
will mature so that such funds will be available for withdrawal on or prior to
the following Payment Date.
The Indenture Trustee shall hold such of the Eligible Investments as
consists of instruments, deposit accounts, negotiable documents, money, goods,
letters of credit, and advices of credit in the State of [__________]. The
Indenture Trustee shall hold such of the Eligible Investments as constitutes
investment property through a securities intermediary, which securities
intermediary shall agree with the Indenture Trustee that (a) such investment
property shall at all times be credited to a securities account of the Indenture
Trustee, (b) such securities intermediary shall treat the Indenture Trustee as
entitled to exercise the rights that comprise each financial asset credited to
such securities account, (c) all property credited to such securities account
shall be treated as a financial asset, (d) such securities intermediary shall
comply with entitlement orders originated by the Indenture Trustee without the
further consent of any other person or entity, (e) such securities intermediary
will not agree with any person or entity other than the Indenture Trustee to
comply with entitlement orders originated by such other person or entity, (f)
such securities accounts and the property credited thereto shall not be subject
to any lien, security interest or right of set-off in favor of such securities
intermediary or anyone claiming through it (other than the Indenture Trustee),
and (g) such agreement shall be governed by the laws of the State of [New York.
Terms used in the preceding sentence that are defined in the New York UCC and
not otherwise defined herein shall have the meaning set forth in the New York
UCC].
On each Payment Date during the Controlled Accumulation Period and on the
first Payment Date to occur during the Early Amortization Period, the Indenture
Trustee, acting at the Servicer's direction given on or before such Payment
Date, shall transfer from the Principal Funding Account to the Collection
Account the Principal Funding Investment Proceeds on deposit in the Principal
Funding Account for application as Available Finance Charge Collections in
accordance with Section 4.04.
Principal Funding Investment Proceeds (including reinvested interest) shall
not be considered part of the amounts on deposit in the Principal Funding
Account for purposes of this Indenture Supplement.
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Section 4.10. Reserve Account.
(a) The Indenture Trustee shall establish and maintain with an Eligible
Institution, which may be the Indenture Trustee in the name of the Trust, on
behalf of the Trust, for the benefit of the Series 2000-[__] Noteholders, a
segregated trust account with the corporate trust department of such Eligible
Institution (the "RESERVE ACCOUNT"), bearing a designation clearly indicating
that the funds deposited therein are held for the benefit of the Series
2000-[___] Noteholders. The Indenture Trustee shall possess all right, title and
interest in all funds on deposit from time to time in the Reserve Account and in
all proceeds thereof. The Reserve Account shall be under the sole dominion and
control of the Indenture Trustee for the benefit of the Series 2000-[___]
Noteholders. If at any time the institution holding the Reserve Account ceases
to be an Eligible Institution, the Servicer shall notify the Indenture Trustee,
and the Indenture Trustee upon being notified (or the Servicer on its behalf)
shall, within ten (10) Business Days, establish a new Reserve Account meeting
the conditions specified above with an Eligible Institution, and shall transfer
any cash or any investments to such new Reserve Account. The Indenture Trustee,
at the direction of the Servicer, shall (i) make withdrawals from the Reserve
Account from time to time in an amount up to the Available Reserve Account
Amount at such time, for the purposes set forth in this Indenture Supplement,
and (ii) on each Payment Date (from and after the Reserve Account Funding Date)
prior to termination of the Reserve Account, make a deposit into the Reserve
Account in the amount specified in, and otherwise in accordance with, subsection
4.04(a)(vii).
(b) Funds on deposit in the Reserve Account shall be invested at the
direction of the Servicer by the Indenture Trustee in Eligible Investments[;
provided, however, that, for purposes of the investment of funds on deposit in
the Reserve Account, references in the definition of "Eligible Investments" to a
rating in the "highest rating category" shall be modified to require a rating,
from any one of the following Rating Agencies, of at least A-2 by Standard &
Poor's, P-2 by Moody's or (if such investment is rated by Fitch) F2 by Fitch.]
Funds on deposit in the Reserve Account on any Payment Date, after giving effect
to any deposits to or withdrawals from the Reserve Account on such Payment Date,
shall be invested in such investments that will mature so that such funds will
be available for withdrawal on or prior to the following Payment Date.
The Indenture Trustee shall hold such of the Eligible Investments as
consists of instruments, deposit accounts, negotiable documents, money, goods,
letters of credit, and advices of credit in the State of [____________]. The
Indenture Trustee shall hold such of the Eligible Investments as constitutes
investment property through a securities intermediary, which securities
intermediary shall agree with the Indenture Trustee that (a) such investment
property shall at all times be credited to a securities account of the Indenture
Trustee, (b) such securities intermediary shall treat the Indenture Trustee as
entitled to exercise the rights that comprise each financial asset credited to
such securities account, (c) all property credited to such securities account
shall be treated as a financial asset, (d) such securities intermediary shall
comply with entitlement orders originated by the Indenture Trustee without the
further consent of any other person or entity, (e) such securities intermediary
will not agree with any person or entity other than the Indenture Trustee to
comply with entitlement orders originated by such other person or entity, (f)
such securities accounts and the property credited thereto shall not be subject
to any lien, security interest, or right of set-off in favor of such securities
intermediary or anyone claiming through it (other than the Indenture Trustee),
and (g) such agreement shall be governed by the laws of the State of [New York.
Terms used in the preceding
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sentence that are defined in the New York UCC and not otherwise defined herein
shall have the meaning set forth in the New York UCC].
On each Payment Date, all interest and earnings (net of losses and
investment expenses) accrued since the preceding Payment Date on funds on
deposit in the Reserve Account shall be retained in the Reserve Account (to the
extent that the Available Reserve Account Amount is less than the Required
Reserve Account Amount) and the balance, if any, shall be deposited into the
Collection Account and included in Available Finance Charge Collections for such
Payment Date. For purposes of determining the availability of funds or the
balance in the Reserve Account for any reason under this Indenture Supplement,
except as otherwise provided in the preceding sentence, investment earnings on
such funds shall be deemed not to be available or on deposit.
(c) On or before each Payment Date during the Controlled Accumulation
Period and on or before the first Payment Date to occur during the Early
Amortization Period, the Servicer shall calculate the Reserve Draw Amount;
provided, however, that such amount will be reduced to the extent that funds
otherwise would be available for deposit in the Reserve Account under Section
4.04(a)(vii) with respect to such Payment Date.
(d) In the event that for any Payment Date the Reserve Draw Amount is
greater than zero, the Reserve Draw Amount, up to the Available Reserve Account
Amount, shall be withdrawn from the Reserve Account on such Payment Date by the
Indenture Trustee (acting in accordance with the instructions of the Servicer)
and deposited into the Collection Account for application as Available Finance
Charge Collections for such Payment Date.
(e) In the event that the Reserve Account Surplus on any Payment Date,
after giving effect to all deposits to and withdrawals from the Reserve Account
with respect to such Payment Date, is greater than zero, the Indenture Trustee,
acting in accordance with the instructions of the Servicer, shall withdraw from
the Reserve Account an amount equal to such Reserve Account Surplus and (i)
deposit such amounts in the Cash Collateral Account, to the extent that funds on
deposit in the Cash Collateral Account are less than the Required Cash
Collateral Account Amount, and (ii) distribute any such amounts remaining after
application pursuant to subsection 4.10(e)(i) to the holders of Trust Beneficial
Interests or Certificates.
(f) Upon the earliest to occur of (i) the termination of the Trust pursuant
to Article VIII of the Trust Agreement, (ii) the first Payment Date to occur
during the Early Amortization Period and (iii) the Expected Final Principal
Payment Date, the Indenture Trustee, acting in accordance with the instructions
of the Servicer, after the prior payment of all amounts owing to the Series
2000-[____] Noteholders that are payable from the Reserve Account as provided
herein, shall withdraw from the Reserve Account all amounts, if any, on deposit
in the Reserve Account and (i) deposit such amounts in the Cash Collateral
Account, to the extent that funds on deposit in the Cash Collateral Account are
less than the Required Cash Collateral Account Amount, and (ii) distribute any
such amounts remaining after application pursuant to subsection 4.10(f)(i) to
the holders of the Trust Beneficial Interests or Certificates. The Reserve
Account shall thereafter be deemed to have terminated for purposes of this
Indenture Supplement.
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Section 4.11. Cash Collateral Account.
(a) On or prior to the Closing Date, the Servicer shall establish and
maintain with an Eligible Institution, which may be the Indenture Trustee in the
name of the Trust, on behalf of the Trust, for the benefit of the Class C
Noteholders and the Class D Noteholders , a segregated account with the
corporate trust department of such Eligible Institution (the "CASH COLLATERAL
ACCOUNT"), bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Class C Noteholders and the Class D
Noteholders. Except as otherwise provided in this Section 4.11, the Indenture
Trustee shall possess all right, title and interest in all funds on deposit from
time to time in the Cash Collateral Account and in all proceeds thereof. The
Cash Collateral Account shall be under the sole dominion and control of the
Indenture Trustee for the benefit of the Class C Noteholders and the Class D
Noteholders. If at any time the institution holding the Cash Collateral Account
ceases to be an Eligible Institution, the Servicer shall notify the Indenture
Trustee, and the Indenture Trustee upon being notified (or the Servicer on its
behalf) shall, within ten (10) Business Days (or such longer period as to which
the Rating Agencies may consent) establish a new Cash Collateral Account meeting
the conditions specified above with an Eligible Institution and shall transfer
any cash or any investments to such new Cash Collateral Account. The Indenture
Trustee, at the direction of the Servicer, shall (i) make withdrawals from the
Cash Collateral Account from time to time in an amount up to the Available Cash
Collateral Account Amount at such time, for the purposes set forth in this
Indenture Supplement, and (ii) on each Payment Date prior to termination of the
Cash Collateral Account, make a deposit into the Cash Collateral Account in the
amount specified in, and otherwise in accordance with, subsection 4.11(f).
(b) Funds on deposit in the Cash Collateral Account shall be invested at
the direction of the Servicer by the Indenture Trustee in Eligible Investments[;
provided, however, that, for purposes of the investment of funds on deposit in
the Cash Collateral Account, references in the definition of "Eligible
Investments" to a rating in the "highest rating category" shall be modified to
require a rating, from any one of the following Rating Agencies, of at least A-2
by Standard & Poor's, P-2 by Moody's or (if such investment is rated by Fitch)
F2 by Fitch.] Funds on deposit in the Cash Collateral Account on any Payment
Date, after giving effect to any withdrawals from and deposits to the Cash
Collateral Account on such Payment Date, shall be invested in such investments
that will mature so that such funds will be available for withdrawal on or prior
to the following Payment Date.
The Indenture Trustee shall hold such of the Eligible Investments as
consists of instruments, deposit accounts, negotiable documents, money, goods,
letters of credit, and advices of credit in the State of [_________]. The
Indenture Trustee shall hold such of the Eligible Investments as constitutes
investment property through a securities intermediary, which securities
intermediary shall agree with the Indenture Trustee that (a) such investment
property shall at all times be credited to a securities account of the Indenture
Trustee, (b) such securities intermediary shall treat the Indenture Trustee as
entitled to exercise the rights that comprise each financial asset credited to
such securities account, (c) all property credited to such securities account
shall be treated as a financial asset, (d) such securities intermediary shall
comply with entitlement orders originated by the Indenture Trustee without the
further consent of any other person or entity, (e) such securities intermediary
will not agree with any person or entity other than the Indenture Trustee to
comply with entitlement orders originated by such other person or entity, (f)
such securities accounts and the property credited thereto shall not be subject
to any lien, security interest, or right of set-off in favor of such securities
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intermediary or anyone claiming through it (other than the Indenture Trustee),
and (g) such agreement shall be governed by the laws of the State of New York.
Terms used in the preceding sentence that are defined in the [New York UCC and
not otherwise defined herein shall have the meaning set forth in the New York
UCC]. Except as permitted by this subsection 4.11(b), the Indenture Trustee
shall not hold Eligible Investments through an agent or a nominee.
[On each Payment Date (but subject to subsections 4.11(c) and 4.11(d)), the
Investment Earnings, if any, accrued since the preceding Payment Date on funds
on deposit in the Cash Collateral Account shall be paid to the Transferor by the
Indenture Trustee.] For purposes of determining the availability of funds or the
balance in the Cash Collateral Account for any reason under this Indenture
Supplement (subject to subsections 4.11(c) and 4.11(d)), all Investment Earnings
shall be deemed not to be available or on deposit.
(c) If, on any Payment Date, the aggregate amount available for
distribution pursuant to subsections 4.04(a)(iv) and 4.04(a)(viii) is less than
the aggregate amount required to be distributed pursuant to subsections
4.04(a)(iv) and 4.04(a)(viii) (without giving effect to any limitation based on
Available Finance Charge Collections), the Indenture Trustee, at the direction
of the Servicer, shall withdraw from the Cash Collateral Account the amount of
such deficiency up to the Available Cash Collateral Account Amount and, if the
Available Cash Collateral Account Amount is less than such deficiency,
Investment Earnings credited to the Cash Collateral Account, and deposit such
amount in the Collection Account for payment to the Class C Noteholders in
respect of interest on the Class C Notes and the Class D Noteholders in respect
of interest on the Class D Notes in accordance with Section 4.04.
(d) On the Series 2000-[___] Final Maturity Date, the Indenture Trustee at
the direction of the Servicer shall withdraw from the Cash Collateral Account an
amount equal to the lesser of (i) the sum of the Class C Note Principal Balance
and the Class D Note Principal Balance (after any payments to be made pursuant
to subsection 4.04(c) on such date) and (ii) the Available Cash Collateral
Account Amount and, if the Available Cash Collateral Account Amount is not
sufficient to reduce each of the Class C Note Principal Balance and the Class D
Note Principal Balance to zero, Investment Earnings credited to the Cash
Collateral Account up to the amount required to reduce each of the Class C Note
Principal Balance and the Class D Note Principal Balance to zero, and the
Indenture Trustee or the Servicer shall deposit such amounts into the Collection
Account for distribution to the Class C Noteholders and the Class D Noteholders
in accordance with subsections 5.02(e) and 5.02(g).
(e) On any day following the occurrence of an Event of Default with respect
to Series 2000-[___] and acceleration of the maturity of the Series 2000-[___]
Notes pursuant to Section 5.03 of the Indenture, the Servicer shall withdraw
from the Cash Collateral Account an amount equal to the Available Cash
Collateral Account Amount and the Indenture Trustee or the Servicer shall
deposit such amounts into the Collection Account for distribution to the Class C
Noteholders, the Class D Noteholders, the Class A Noteholders and the Class B
Noteholders, in that order of priority, in accordance with Section 5.02, to fund
any shortfalls in amounts owed to such Noteholders.
(f) If on any Payment Date, after giving effect to all withdrawals from the
Cash Collateral Account, the Available Cash Collateral Account Amount is less
than the Required Cash
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Collateral Account Amount then in effect, Available Finance Charge Collections
shall be deposited into the Cash Collateral Account under the circumstances set
forth in subsection 4.04(a)(ix) up to the amount of the Cash Collateral Account
Deficiency.
(g) After the Cash Collateral Account Percentage has been increased above
zero pursuant to any of clauses (ii) through (v) of the definition thereof, the
Cash Collateral Account Percentage shall remain at that percentage until (a)
further increased to a higher required percentage specified in clauses (ii)
through (v) of the definition thereof or (b) the Payment Date on which the
Quarterly Excess Spread Percentage has increased to a level above that for the
then current Cash Collateral Account Percentage, in which case the Cash
Collateral Account Percentage shall be decreased to the appropriate percentage
in clauses (ii) through (iv) of the definition thereof (or, if the Excess Spread
Percentage is greater than or equal to [___]%, the Cash Collateral Account
Percentage shall be zero and the Required Cash Collateral Account Amount shall
be $0). Notwithstanding the foregoing, if a Pay Out Event with respect to Series
2000-[____] has occurred, the Cash Collateral Account Percentage shall equal
[___]% (as provided in the definition of Cash Collateral Account Percentage) and
shall no longer be subject to reduction.
(h) If on any Payment Date, after giving effect to all withdrawals from and
deposits to the Cash Collateral Account, the amount on deposit in the Cash
Collateral Account would exceed the Required Cash Collateral Account Amount then
in effect, the Indenture Trustee shall, at the written direction of the
Servicer, release such excess to the Transferor. On the date on which each of
the Class C Note Principal Balance and the Class D Note Principal Balance has
been paid in full (including amounts to be paid to the Class C Noteholders and
the Class D Noteholders pursuant to subsection 4.11(d) above), the Indenture
Trustee, at the direction of the Servicer, shall withdraw from the Cash
Collateral Account all amounts then remaining in the Cash Collateral Account and
pay such amounts to the Transferor.
Section 4.12 Pre-Funding Account.
(a) The Servicer hereby directs the Indenture Trustee, for the benefit of
the Series 2000-[____] Noteholders, to establish and maintain or cause to be
established and maintained with an Eligible Institution, which may be the
Indenture Trustee, in the name of the Trust, on behalf of the Series 2000-[____]
Noteholders, a segregated account with the corporate trust department of such
Eligible Institution (the "PRE-FUNDING ACCOUNT"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Series 2000-[____] Noteholders. The Pre- Funding Account shall be under the sole
dominion and control of the Indenture Trustee for the benefit of the Series
2000-[____] Noteholders. If at any time the institution holding the Pre-Funding
Account ceases to be an Eligible Institution, the Servicer shall notify the
Indenture Trustee and the Indenture Trustee upon being notified (or the Servicer
on its behalf) shall within ten (10) Business Days (or such longer period as to
which the Rating Agencies may consent) establish a new Pre-Funding Account
meeting the conditions specified above, transfer any cash and/or any investments
from the old Pre-Funding Account to such new Pre-Funding Account and from the
date such new Pre-Funding Account is established, it shall be the "Pre-Funding
Account." The Indenture Trustee, at the direction of the Servicer, shall make
withdrawals and payments from the Pre-Funding Account from time to time for the
purposes set forth in this Indenture Supplement.
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(b) The Indenture Trustee shall on the Closing Date deposit into the
Pre-Funding Account the Initial Pre-Funded Amount from the proceeds of the sale
of the Series 2000-[____] Notes. On each Payment Date, the Indenture Trustee,
acting in accordance with written instructions from the Servicer, shall withdraw
from the Pre-Funding Account and deposit into the Collection Account all
interest and earnings (net of losses and investment expenses) on the Pre-Funded
Amount with respect to the prior Monthly Period. Such investment income shall be
deemed to be Collections of Finance Charge and Administrative Receivables
allocated to Series 2000-[____]. Interest (including reinvested interest) and
other investment income on funds on deposit in the Pre-Funding Account shall not
be considered part of the Pre-Funded Amount for purposes of this Indenture
Supplement.
(c) Funds on deposit in the Pre-Funding Account shall be invested at the
direction of the Servicer by the Indenture Trustee in Eligible Investments[;
provided, however, that, for purposes of the investment of funds on deposit in
the Pre-Funding Account, references in the definition of "Eligible Investments"
to a rating in the "highest rating category" shall be modified to require a
rating, from any one of the following Rating Agencies, of at least A-2 by
Standard & Poor's, P-2 by Moody's or (if such investment is rated by Fitch) F2
by Fitch]. Funds on deposit in the Pre-Funding Account on the Closing Date and
thereafter shall be invested in Eligible Investments that will mature so that
such funds will be available for withdrawal on the Business Day next succeeding
the next increase in the Invested Amount pursuant to Section 4.1.3 or, if
earlier, on the next succeeding Payment Date.
The Indenture Trustee shall hold such of the Eligible Investments as
consists of instruments, deposit accounts, negotiable documents, money, goods,
letters of credit, and advices of credit in the State of [_________]. The
Indenture Trustee shall hold such of the Eligible Investments as constitutes
investment property through a securities intermediary, which securities
intermediary shall agree with the Indenture Trustee that (a) such investment
property shall at all times be credited to a securities account of the Indenture
Trustee, (b) such securities intermediary shall treat the Indenture Trustee as
entitled to exercise the rights that comprise each financial asset credited to
such securities account, (c) all property credited to such securities account
shall be treated as a financial asset, (d) such securities intermediary shall
comply with entitlement orders originated by the Indenture Trustee without the
further consent of any other person or entity, (e) such securities intermediary
will not agree with any person or entity other than the Indenture Trustee to
comply with entitlement orders originated by such other person or entity, (f)
such securities accounts and the property credited thereto shall not be subject
to any lien, security interest, or right of set-off in favor of such securities
intermediary or anyone claiming through it (other than the Indenture Trustee),
and (g) such agreement shall be governed by the laws of the State of [New York.
Terms used in the preceding sentence that are defined in the New York UCC and
not otherwise defined herein shall have the meaning set forth in the New York
UCC]. Except as permitted by this subsection 4.11(b), the Indenture Trustee
shall not hold Eligible Investments through an agent or a nominee.
(d) In the event that the Pre-Funded Amount exceeds zero at the end of the
Funding Period, on the first Payment Date on or after the last day of the
Funding Period, the Servicer shall apply or shall cause the Trustee to apply the
Pre-Funded Amount to the payment by the Paying Agent of principal on the Class A
Notes, the Class B Notes, the Class C Notes and the Class D Notes on a pro rata
basis based on the Class A Note Principal Balance, the Class B Note Principal
Balance, the Class C Note Principal Balance and the Class D Note Principal
Balance as of such date.
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Section 4.13 Increases in Invested Amount. On each [Wednesday] during the
Funding Period, commencing [__________________], the Invested Amount shall
increase to the extent that the Transferor Interest on the preceding day exceeds
the product of (A) the sum of [______]% and the Required Transferor Percentage
on such date and (B) the sum of the aggregate amount of Principal Receivables in
the Trust and amounts on deposit in the Excess Funding Account on such preceding
day; provided, however, that the Invested Amount shall in no event exceed
$[______________________________________] or increase pursuant to this Section
4.13 by an amount in excess of the Pre-Funded Amount immediately prior to giving
effect to such increase. Such increase in the Invested Amount shall be allocated
to the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes
on a pro rata basis based on the Class A Note Principal Balance, the Class B
Note Principal Balance, the Class C Note Principal Balance and the Class D Note
Principal Balance immediately prior to such increase. Upon any increase in the
Invested Amount pursuant to this Section 4.13, the Servicer shall instruct the
Indenture Trustee in writing to withdraw from the Pre-Funding Account and pay to
holders of Trust Beneficial Interests or Certificates no later than the next
succeeding Business Day an amount equal to the amount of such increase in the
Invested Amount.
Section 4.14 Determination of LIBOR.
(a) On each LIBOR Determination Date, the Indenture Trustee shall determine
LIBOR on the basis of the rate for deposits in United States dollars having a
maturity of one month commencing on [such LIBOR Determination Date] which
appears on Telerate Page 3750 as of 11:00 a.m., London time, on such date. If
such rate does not appear on Telerate Page 3750, LIBOR for that LIBOR
Determination Date shall be determined on the basis of the rates at which
deposits in United States dollars are offered by the Reference Banks at
approximately 11:00 a.m., London time, on that day to prime banks in the London
interbank market for a one-month period and in an amount of not less than U.S.
$1,000,000. The Indenture Trustee shall request the principal London office of
each of the Reference Banks to provide a quotation of its rate. If at least two
(2) such quotations are provided, LIBOR for that LIBOR Determination Date shall
be the arithmetic mean of the quotations. If fewer than two (2) quotations are
provided as requested, LIBOR for that LIBOR Determination Date will be the
arithmetic mean of the rates quoted by major banks in New York City, selected by
the Servicer, at approximately 11:00 a.m., New York City time, on that day for
loans in United States dollars to leading European banks for a one-month period
and in an amount of not less than U.S. $1,000,000; provided, that, if the banks
selected by the Servicer are not quoting such rates, LIBOR for that LIBOR
Determination Date will be the same as LIBOR for the immediately preceding LIBOR
Determination Date.
(b) The Class A Note Interest Rate, Class B Note Interest Rate, the Class C
Note Interest Rate and the Class D Note Interest Rate applicable to the then
current and the immediately preceding Interest Periods may be obtained by
telephoning the Indenture Trustee at its corporate trust office at (___)
___-____ or such other telephone number as shall be designated by the Indenture
Trustee for such purpose by prior written notice by the Indenture Trustee to
each Series 2000-[__] Noteholder from time to time.
(c) On each LIBOR Determination Date, the Indenture Trustee shall send to
the Transferor by facsimile transmission, notification of LIBOR for the
following Interest Period.
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Section 4.15. Investment Instructions. Any investment instructions required
to be given to the Indenture Trustee pursuant to the terms hereof must be given
to the Indenture Trustee no later than 11:00 a.m., New York City time, on the
date such investment is to be made. In the event the Indenture Trustee receives
such investment instruction later than such time, the Indenture Trustee may, but
shall have no obligation to, make such investment. In the event the Indenture
Trustee is unable to make an investment required in an investment instruction
received by the Indenture Trustee after 11:00 a.m., New York City time, on such
day, such investment shall be made by the Indenture Trustee on the next
succeeding Business Day. In no event shall the Indenture Trustee be liable for
any investment not made pursuant to investment instructions received after 11:00
a.m., New York City time, on the day such investment is requested to be made.
[END OF ARTICLE IV]
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ARTICLE V
Delivery of Series 2000-[__] Notes;
Distributions; Reports to Series 2000-[ ] Noteholders
Section 5.01. Delivery and Payment for the Series 2000-[ ]Notes.
The Issuer shall execute and issue, and the Indenture Trustee shall
authenticate, the Series 2000-[__]Notes in accordance with Section 2.03 of the
Indenture. The Indenture Trustee shall deliver the Series 2000-[__]Notes to or
upon the order of the Trust when so authenticated.
Section 5.02 Distributions.
(a) On each Payment Date, the Paying Agent shall distribute to each Class A
Noteholder of record on the related Record Date (other than as provided in
Section 11.02 of the Indenture) such Class A Noteholder's pro rata share of the
amounts held by the Paying Agent that are allocated and available on such
Payment Date to pay interest on the Class A Notes pursuant to this Indenture
Supplement.
(b) On each Payment Date, the Paying Agent shall distribute to each Class A
Noteholder of record on the related Record Date (other than as provided in
Section 11.02 of the Indenture) such Class A Noteholder's pro rata share of the
amounts held by the Paying Agent that are allocated and available on such
Payment Date to pay principal of the Class A Notes pursuant to this Indenture
Supplement.
(c) On each Payment Date, the Paying Agent shall distribute to each Class B
Noteholder of record on the related Record Date (other than as provided in
Section 11.02 of the Indenture) such Class B Noteholder's pro rata share of the
amounts held by the Paying Agent that are allocated and available on such
Payment Date to pay interest on the Class B Notes pursuant to this Indenture
Supplement.
(d) On each Payment Date, the Paying Agent shall distribute to each Class B
Noteholder of record on the related Record Date (other that as provided in
Section 11.02 of the Indenture) such Class B Noteholder's pro rata share of the
amounts held by the Paying Agent that are allocated and available on such
Payment Date to pay principal of the Class B Notes pursuant to this Indenture
Supplement.
(e) On each Payment Date, the Paying Agent shall distribute to each Class C
Noteholder of record on the related Record Date (other than as provided in
Section 11.02 of the Indenture) such Class C Noteholder's pro rata share of the
amounts held by the Paying Agent (including amounts held by the Paying Agent
with respect to amounts withdrawn from the Cash Collateral Account (at the times
and in the amounts specified in Section 4.11)) that are allocated and available
on such Payment Date to pay interest on the Class C Notes pursuant to this
Indenture Supplement.
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(f) On each Payment Date, the Paying Agent shall distribute to each Class C
Noteholder of record on the related Record Date (other that as provided in
Section 11.02 of the Indenture) such Class C Noteholder's pro rata share of the
amounts held by the Paying Agent that are allocated and available on such
Payment Date to pay principal of the Class C Notes pursuant to this Indenture
Supplement.
(g) On each Payment Date, the Paying Agent shall distribute to each Class D
Noteholder of record on the related Record Date (other than as provided in
Section 11.02 of the Indenture) such Class D Noteholder's pro rata share of the
amounts held by the Paying Agent (including amounts held by the Paying Agent
with respect to amounts withdrawn from the Cash Collateral Account (at the times
and in the amounts specified in Section 4.11)) that are allocated and available
on such Payment Date to pay interest on the Class D Notes pursuant to this
Indenture Supplement.
(h) On each Payment Date, the Paying Agent shall distribute to each Class D
Noteholder of record on the related Record Date (other that as provided in
Section 11.02 of the Indenture) such Class D Noteholder's pro rata share of the
amounts held by the Paying Agent that are allocated and available on such
Payment Date to pay principal of the Class D Notes pursuant to this Indenture
Supplement.
(i) The distributions to be made pursuant to this Section 5.02 are subject
to the provisions of Sections 2.06, 6.01 and 7.01 of the Transfer and Servicing
Agreement, Section 11.02 of the Indenture and Section 7.01 of this Indenture
Supplement.
(j) Except as provided in Section 11.02 of the Indenture with respect to a
final distribution, distributions to Series 2000-[___] Noteholders hereunder
shall be made by (i) check mailed to each Series 2000-[___] Noteholder (at such
Noteholder's address as it appears in the Note Register), except that with
respect to any Series 2000-[__] Notes registered in the name of the nominee of a
Clearing Agency, such distribution shall be made in immediately available funds
and (ii) without presentation or surrender of any Series 2000-[__] Note or the
making of any notation thereon.
Section 5.03 Reports and Statements to Series 2000-[ ] Noteholders.
(a) On each Payment Date, the Paying Agent, on behalf of the Indenture
Trustee, shall forward to each Series 2000-[__] Noteholder a statement
substantially in the form of EXHIBIT C prepared by the Servicer.
(b) Not later than the second Business Day preceding each Payment Date, the
Servicer shall deliver to the Owner Trustee, the Indenture Trustee, the Paying
Agent and each Rating Agency (i) a statement substantially in the form of
EXHIBIT C prepared by the Servicer and (ii) a certificate of an Authorized
Officer substantially in the form of EXHIBIT D; provided that the Servicer may
amend the form of EXHIBIT C and EXHIBIT D, from time to time, with the consent
of the Indenture Trustee.
(c) A copy of each statement or certificate provided pursuant to paragraph
(a) or (b) may be obtained by any Series 2000-[__] Noteholder by a request in
writing to the Servicer.
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(d) On or before January 31 of each calendar year, beginning with calendar
year 2001, the Paying Agent, on behalf of the Indenture Trustee, shall furnish
or cause to be furnished to each Person who at any time during the preceding
calendar year was a Series 2000-[__] Noteholder, a statement prepared by the
Servicer containing the information which is required to be contained in the
statement to Series 2000-[__] Noteholders, as set forth in paragraph (a) above,
aggregated for such calendar year or the applicable portion thereof during which
such Person was a Series 2000-[__] Noteholder, together with other information
as is required to be provided by an issuer of indebtedness under the Code. Such
obligation of the Paying Agent shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the Paying
Agent pursuant to any requirements of the Code as from time to time in effect.
[END OF ARTICLE V]
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ARTICLE VI
Series 2000-[ ] Pay Out Events
Section 6.01. Series 2000-[ ]Pay Out Events. If any one of the following
events shall occur with respect to the Series 2000-[__]Notes:
(a) failure on the part of the Transferor (i) to make any payment or
deposit required to be made by the Transferor by the terms of the Transfer and
Servicing Agreement, the Indenture or this Indenture Supplement on or before the
date occurring five (5) Business Days after the date such payment or deposit is
required to be made therein or herein or (ii) duly to observe or perform any
other covenants or agreements of the Transferor set forth in the Transfer and
Servicing Agreement, the Indenture or this Indenture Supplement, which failure
has a material adverse effect on the Series 2000-[____] Noteholders and which
continues unremedied for a period of sixty (60) days after the date on which
written notice of such failure, requiring the same to be remedied, shall have
been given to the Transferor by the Indenture Trustee, or to the Transferor and
the Indenture Trustee by any Holder of the Series 2000-[____] Notes;
(b) any representation or warranty made by the Transferor in the Transfer
and Servicing Agreement, the Indenture or this Indenture Supplement, or any
information contained in a computer file or microfiche list required to be
delivered by the Transferor pursuant to Section 2.01 or subsection 2.09(h) of
the Transfer and Servicing Agreement shall prove to have been incorrect in any
material respect when made or when delivered, which continues to be incorrect in
any material respect for a period of sixty (60) days after the date on which
written notice of such failure, requiring the same to be remedied, shall have
been given to the Transferor by the Indenture Trustee, or to the Transferor and
the Indenture Trustee by any Holder of the Series 2000-[__]Notes and as a result
of which the interests of the Series 2000-[__] Noteholders are materially and
adversely affected for such period; provided, however, that a Series 2000-[__]
Pay Out Event pursuant to this subsection 6.01(b) shall not be deemed to have
occurred hereunder if the Transferor has accepted reassignment of the related
Receivable, or all of such Receivables, if applicable, during such period in
accordance with the provisions of the Transfer and Servicing Agreement;
(c) the average of the Net Portfolio Yield for any three consecutive
Monthly Periods is reduced to a rate which is less than the average of the Base
Rates for such period; or
(d) without limiting the foregoing, the occurrence of an Event of Default
with respect to Series 2000-[__];
then, in the case of any event described in subparagraph (a) or (b) or any Trust
Pay Out Event described in Section 5.01(a) of the Indenture, after the
applicable grace period, if any, set forth in such subparagraphs or in Section
5.01 of the Indenture, either the Indenture Trustee or the Holders of Series
2000-[__] Notes evidencing not less than 50% of the aggregate unpaid principal
amount of Series 2000-[__] Notes by notice then given in writing to the
Transferor and the Servicer (and to the Indenture Trustee if given by the Series
2000-[__] Noteholders) may declare that a "Series Pay Out Event" with respect to
Series 2000-[__] (a "SERIES 2000-[ ] PAY OUT EVENT") has occurred as
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of the date of such notice, and, in the case of any event described in
subparagraph (c) or (d) or any Trust Pay Out Event described in Sections
5.01(b), (c) or (d) of the Indenture, a Series 2000-[__] Pay Out Event shall
occur without any notice or other action on the part of the Indenture Trustee or
the Series 2000-[__] Noteholders immediately upon the occurrence of such event.
[END OF ARTICLE VI]
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ARTICLE VII
Redemption of Series 2000-[ ] Notes; Final Distributions; Series Termination
Section 7.01. Optional Redemption of Series 2000-[ ] Notes; Final
Distributions.
(a) On any day occurring on or after the date on which the Invested Amount
is reduced to 10% or less of the initial Invested Amount[, as increased by the
principal amount of any Notes issued after the Closing Date], the Issuer shall
have the option to redeem the Series 2000-[__] Notes, at a purchase price equal
to (i) if such day is a Payment Date, the Reassignment Amount for such Payment
Date or (ii) if such day is not a Payment Date, the Reassignment Amount for the
Payment Date following such day.
(b) The Issuer shall give the Servicer and the Indenture Trustee at least
thirty (30) days prior written notice of the date on which the Issuer intends to
exercise such optional redemption. Not later than 12:00 noon, New York City
time, on such day the Issuer shall deposit into the Collection Account in
immediately available funds the excess of the Reassignment Amount over the
amount, if any, on deposit in the Principal Funding Account. Such redemption
option is subject to payment in full of the Reassignment Amount. Following such
deposit into the Collection Account in accordance with the foregoing, the
Invested Amount for Series 2000-[__] shall be reduced to zero and the Series
2000-[__] Noteholders shall have no further security interest in the
Receivables. The Reassignment Amount shall be distributed as set forth in
subsection 7.01(d).
(c) (i) The amount to be paid by the Transferor with respect to Series
2000-[__] in connection with a reassignment of Receivables to the Transferor
pursuant to Section 2.06 of the Transfer and Servicing Agreement shall equal the
Reassignment Amount for the first Payment Date following the Monthly Period in
which the reassignment obligation arises under the Transfer and Servicing
Agreement.
(ii) The amount to be paid by the Transferor with respect to Series
2000-[__] in connection with a repurchase of the Notes pursuant to Section 7.01
of the Transfer and Servicing Agreement shall equal the Reassignment Amount for
the Payment Date of such repurchase.
(d) With respect to the Reassignment Amount deposited into the Collection
Account pursuant to this Section 7.01, the Indenture Trustee shall, in
accordance with the written direction of the Servicer, not later than 12:00
noon, New York City time, on the related Payment Date, make deposits or
distributions of the following amounts (in the priority set forth below and, in
each case, after giving effect to any deposits and distributions otherwise to be
made on such date) in immediately available funds: (i) (x) the Class A Note
Principal Balance on such Payment Date will be distributed to the Paying Agent
for payment to the Class A Noteholders and (y) an amount equal to the sum of (A)
Class A Monthly Interest for such Payment Date, (B) any Class A Monthly Interest
previously due but not distributed to the Class A Noteholders on a prior Payment
Date and (C) the amount of Class A Additional Interest, if any, for such Payment
Date and any Class A Additional Interest previously due but not distributed to
the Class A Noteholders on any prior Payment Date,
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will be distributed to the Paying Agent for payment to the Class A Noteholders,
(ii) (x) the Class B Note Principal Balance on such Payment Date will be
distributed to the Paying Agent for payment to the Class B Noteholders and (y)
an amount equal to the sum of (A) Class B Monthly Interest for such Payment
Date, (B) any Class B Monthly Interest previously due but not distributed to the
Class B Noteholders on a prior Payment Date and (C) the amount of Class B
Additional Interest, if any, for such Payment Date and any Class B Additional
Interest previously due but not distributed to the Class B Noteholders on any
prior Payment Date, will be distributed to the Paying Agent for payment to the
Class B Noteholders, (iii) (x) the Class C Note Principal Balance on such
Payment Date will be distributed to the Paying Agent for payment to the Class C
Noteholders and (y) an amount equal to the sum of (A) Class C Monthly Interest
for such Payment Date, (B) any Class C Monthly Interest previously due but not
distributed to the Class C Noteholders on a prior Payment Date and (C) the
amount of Class C Additional Interest, if any, for such Payment Date and any
Class C Additional Interest previously due but not distributed to the Class C
Noteholders on any prior Payment Date, will be distributed to the Paying Agent
for payment to the Class C Noteholders, (iv) (x) the Class D Note Principal
Balance on such Payment Date will be distributed to the Paying Agent for payment
to the Class D Noteholders and (y) an amount equal to the sum of (A) Class D
Monthly Interest for such Payment Date, (B) any Class D Monthly Interest
previously due but not distributed to the Class D Noteholders on a prior Payment
Date and (C) the amount of Class D Additional Interest, if any, for such Payment
Date and any Class D Additional Interest previously due but not distributed to
the Class D Noteholders on any prior Payment Date, will be distributed to the
Paying Agent for payment to the Class D Noteholders and (iv) any excess shall be
released to the Issuer.
(e) Notwithstanding anything to the contrary in this Indenture Supplement,
the Indenture or the Transfer and Servicing Agreement, if the Paying Agent is
not also the Indenture Trustee, all amounts distributed to the Paying Agent
pursuant to subsection 7.01(d) for payment to the Series 2000-[____] Noteholders
shall be deemed distributed in full to the Series 2000-[____] Noteholders on the
date on which such funds are distributed to the Paying Agent pursuant to this
Section 7.01 and shall be deemed to be a final distribution pursuant to Section
11.02 of the Indenture.
Section 7.02. Series Termination.
On the Series 2000-[____] Final Maturity Date, the right of the Series
2000-[____] Noteholders to receive payments from the Issuer will be limited
solely to the right to receive payments pursuant to Section 5.05 of the
Indenture.
[END OF ARTICLE VII]
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ARTICLE VIII
Miscellaneous Provisions
Section 8.01. Ratification of Indenture. As supplemented by this Indenture
Supplement, the Indenture is in all respects ratified and confirmed and the
Indenture as so supplemented by this Indenture Supplement shall be read, taken
and construed as one and the same instrument.
Section 8.02. Form of Delivery of the Series 2000-[____] Notes.
The Series 2000-[__] Notes shall be Book-Entry Notes and shall be delivered
as Registered Notes as provided in Section 2.01 of the Indenture.
Section 8.03. Counterparts. This Indenture Supplement may be executed in
two or more counterparts, and by different parties on separate counterparts,
each of which shall be an original, but all of which shall constitute one and
the same instrument.
Section 8.04. GOVERNING LAW. THIS INDENTURE SUPPLEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAWS PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 8.05. Limitation of Liability. Notwithstanding any other provision
herein or elsewhere, this Agreement has been executed and delivered by
[__________________________], not in its individual capacity, but solely in its
capacity as Owner Trustee of the Trust, in no event shall [____________________]
in its individual capacity have any liability in respect of the representations,
warranties, or obligations of the Trust hereunder or under any other document,
as to all of which recourse shall be had solely to the assets of the Trust, and
for all purposes of this Agreement and each other document, the Owner Trustee
(as such or in its individual capacity) shall be subject to, and entitled to the
benefits of, the terms and provisions of the Trust Agreement.
[END OF ARTICLE VIII]
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the undersigned have caused this Indenture Supplement
to be duly executed and delivered by their respective duly authorized officers
on the day and year first above written.
ADVANTA BUSINESS CARD MASTER TRUST,
as Issuer
By: [________________________],
not in its individual capacity,
but solely as Owner Trustee
By: ______________________________________
Name:
Title:
[______________________________________]
as Indenture Trustee
By: ______________________________________
Name:
Title:
[Signature Page to Series 2000-[____] Indenture Supplement]
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Acknowledged and Accepted:
ADVANTA BANK CORP.,
as Servicer
By:
------------------------------------------------
Name:
Title:
Acknowledged and Accepted:
ADVANTA BUSINESS RECEIVABLES CORP.,
as Transferor
By:
------------------------------------------------
Name:
Title:
[Signature Page to Series 2000-[____] Indenture Supplement]
49
STATE OF NEW YORK )
) ss.:
COUNTY OF )
BEFORE ME, the undersigned authority, a Notary Public in and for said
County and State, on this day personally appeared ____________________ known to
me to be the person and officer whose name is subscribed to the foregoing
instrument and acknowledged to me that the same was the act of the said New York
banking corporation and that she/he executed the same as the corporation for the
purpose and consideration therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ____ day of __________,
2000.
______________________________________________
Notary Public
[Seal]
My commission expires:
________________________________
50
STATE OF DELAWARE )
) ss.:
COUNTY OF )
BEFORE ME, the undersigned authority, a Notary Public in and for said
County and State, on this day personally appeared _____________________ known to
me to be the person and officer whose name is subscribed to the foregoing
instrument and acknowledged to me that the same was the act of the said Delaware
common law trust and that she/he executed the same as the corporation for the
purpose and consideration therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ____ day of __________,
2000.
______________________________
Notary Public
[Seal]
My commission expires:
______________________________