Exhibit 4.3
[EXECUTION COPY]
ADVANTA BUSINESS CARD MASTER TRUST
AMENDMENT NO. 1
TO THE
TRANSFER AND SERVICING AGREEMENT
THIS AMENDMENT NO. 1 TO THE TRANSFER AND SERVICING AGREEMENT,
dated as of May 9, 2006 (this "Amendment"), is by and between ADVANTA BUSINESS
RECEIVABLES CORP., a Nevada corporation, as Transferor, ADVANTA BANK CORP., a
Utah industrial bank, as Servicer, and ADVANTA BUSINESS CARD MASTER TRUST, a
Delaware common law trust, as Issuer.
WHEREAS, the Transferor, the Servicer and the Issuer have
executed that certain Transfer and Servicing Agreement, dated as of August 1,
2000 (as amended and supplemented through the date hereof and as the same may be
further amended, supplemented or otherwise modified and in effect from time to
time, the "Transfer and Servicing Agreement"); and
WHEREAS, the Transferor, the Servicer and the Issuer wish to
amend the Transfer and Servicing Agreement as provided herein.
NOW THEREFORE, in consideration of the premises and the
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree to amend the provisions of the Transfer and Servicing Agreement as
follows:
SECTION 1. Amendment of Section 1.01. Section 1.01 of the
Transfer and Servicing Agreement is hereby amended by adding the following
definitions in the appropriate alphabetical order:
"Regulation AB" shall mean Subpart 229.1100 - Asset Backed
Securities (Regulation AB), 17 C.F.R. Sections 229.1100-229.1123, as such
may be amended from time to time, and subject to such clarification and
interpretation as have been provided by the Commission in the adopting
release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70
Fed. Reg. 1,506, 1531 (January 7, 2005)) or by the staff of the Commission,
or as may be provided by the Commission or its staff from time to time.
"Sarbanes Certification" shall mean the certification specified
in paragraph (2) of Exchange Act Rules 13a-14 and 15d-14 as set forth in
Item 601(31)(ii) of Regulation S-K as such may be amended from time to time
or any successor or replacement specified by the Commission or its staff
from time to time.
"Securitization Transaction" shall mean any Notes issued by the
Issuer after January 1, 2006, whether publicly offered or privately placed,
rated or unrated.
"Servicing Criteria" shall mean the "servicing criteria" set
forth in Item 1122(d) of Regulation AB, as such may be amended from time to
time.
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"Servicing Party" shall have the meaning specified in subsection
10.03(a).
"Servicing Participant" shall mean the Servicer, any Subservicer
and any Person that participates in any of the servicing functions
specified in item 1122(d) of regulation AB with respect to the Accounts.
"Subservicer" shall mean any Person that services the Receivables
on behalf of the Servicer or any other Subservicer and is responsible for
the performance (whether directly or through other Subservicers or
Servicing Participants) of a substantial portion of the material servicing
functions required to be performed by the Servicer under this Agreement or
any Transaction Document that is identified in Item 1122(d) of Regulation
AB.
"Transaction Document" shall mean the Trust Agreement, the
Indenture and each Indenture Supplement.
SECTION 2. Amendment of Section 3.05. Section 3.05 of the
Transfer and Servicing Agreement is hereby amended by deleting such Section in
its entirety and inserting in its place the following:
Section 3.05. Annual Certificate of Servicer. (a) Servicer Compliance
Statement. Within the earlier of 90 days after the end of each fiscal year
of the Issuer or such date as required by Regulation AB, beginning after
the end of fiscal year 2006, the Servicer shall deliver to the Owner
Trustee, the Indenture Trustee and each Rating Agency, the statement of
compliance required under Item 1123 of Regulation AB with respect to such
fiscal year, which statement shall be an Officer's Certificate of the
Servicer substantially in the form of Exhibit C to the effect that (a) a
review of the activities of the Servicer during such fiscal year and of its
performance under this Agreement was made under the supervision of the
officer signing such certificate, (b) to the best of such officer's
knowledge, based on such review, the Servicer has fulfilled all of its
obligations under this Agreement throughout such fiscal year, or, if there
has been a failure to fulfill any such obligation in any material respect,
specifying each such failure known to such officer and the nature and
status thereof. A copy of such statement may be obtained by any Noteholder
or Note Owner by a request in writing to the Owner Trustee addressed to the
Corporate Trust Office.
(b) Report of Assessment of Compliance with Servicing Criteria. Within
the earlier of 90 days after the end of each fiscal year of the Issuer or
such date as required by Regulation AB, beginning after the end of fiscal
year 2006, the Servicer shall deliver to the Owner Trustee, the Indenture
Trustee and each Rating Agency, a report of compliance with servicing
criteria required under Item 1122 of Regulation AB with respect to such
fiscal year, which report will be in the form of an Officer's Certificate
of the Servicer to the effect that (i) the Servicer is responsible for
assessing compliance with the servicing obligations under this Agreement;
(ii) the Servicer has used the criteria in paragraph (d) of Item 1122 of
Regulation AB to assess compliance with the servicing obligations under
this Agreement; (iii) the Servicer has assessed compliance with the
servicing obligations under this Agreement as of and for the period ending
the end of such fiscal year and has disclosed any
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material instance of noncompliance identified by the Servicer; and (iv) an
independent registered public accounting firm has issued an attestation
report on the Servicer's assessment of compliance with the servicing
obligations under this Agreement as of and for the period ending the end of
such fiscal year (which may be the same report issued pursuant to Secion
3.06(a) below). A copy of such report may be obtained by any Noteholder or
Note Owner by a request in writing to the Owner Trustee addressed to the
Corporate Trust Office.
SECTION 3. Amendment of Section 3.06. Section 3.06 of the
Transfer and Servicing Agreement is hereby amended by deleting such Section in
its entirely and inserting in its place the following:
Section 3.06 Annual Servicing Report of Independent Registered Public
Accountants; Copies of Reports Available.
(a) Within the earlier of 90 days after the end of each fiscal year of
the Issuer or such date as required by Regulation AB, beginning after the
end of fiscal year 2006, the Servicer shall cause an independent registered
public accounting firm (who may also render other services to the Servicer
or the Transferor) to furnish to the Owner Trustee, the Indenture Trustee
and each Rating Agency an attestation report on each assessment of
compliance with the servicing criteria with respect to the Servicer or any
Affiliate thereof during the related fiscal year delivered by such
accountants pursuant to Rule 13a-18 or Rule 15d-18 of the Exchange Act and
Item 1122 of Regulation AB (which may be the same report issued pursuant to
Secion 3.05(b) above). A copy of such report or reports may be obtained by
any Noteholder or Note Owner by a request in writing to the Owner Trustee
addressed to the Corporate Trust Office.
(b) Within the earlier of 90 days after the end of each fiscal year of
the Issuer or such date as required by Regulation AB, beginning with the
end of fiscal year 2006, the Servicer shall cause an independent registered
public accounting firm (who may also render other services to the Servicer
or the applicable Transferor) to furnish a report to the Indenture Trustee,
the Owner Trustee and the Servicer to the effect that they have applied
certain procedures agreed upon with the Servicer to compare the
mathematical calculations of certain amounts set forth in the Servicer's
certificates delivered pursuant to subsection 3.04(b) during the period
covered by such report with the Servicer's computer reports that were the
source of such amounts and that on the basis of such agreed-upon procedures
and comparison, such accountants are of the opinion that such amounts are
in agreement, except for such exceptions as they believe to be immaterial
and such other exceptions as shall be set forth in such statement. Such
report shall set forth the agreed-upon procedures performed.
(c) In the event such independent registered public accountants
require the Indenture Trustee to agree to the procedures to be performed by
such firm in any of the reports required to be prepared pursuant to this
Section 3.06, the Servicer shall direct the Indenture Trustee and Owner
Trustee in writing to so agree; it being understood and agreed that the
Indenture Trustee and Owner Trustee will deliver such letter of agreement
in conclusive reliance upon the direction of the Servicer, and the
Indenture Trustee and Owner Trustee
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has not made any independent inquiry or investigation as to, and shall have
no obligation or liability in respect of, the sufficiency, validity or
correctness of such procedures.
SECTION 4. Addition of Article X. The Transfer and Servicing
Agreement is hereby amended by adding the following new Article X after Article
IX of the Transfer and Servicing Agreement:
ARTICLE X
COMPLIANCE WITH REGULATION AB
Section 10.01 Intent of the Parties; Reasonableness.
The Transferor, the Servicer and the Issuer acknowledge and agree that
the purpose of this Article X is to facilitate compliance by the Transferor
with the provisions of Regulation AB and related rules and regulations of
the Commission. The Transferor shall not exercise its right to request
delivery of information or other performance under these provisions other
than in good faith, or for purposes other than the Transferor's compliance
with the Securities Act, the Exchange Act and the rules and regulations of
the Commission thereunder (or the provision in a private offering of
disclosure comparable to that required under the Securities Act). The
Servicer agrees to cooperate in good faith with any reasonable request by
the Transferor for information regarding the Servicer which is required in
order to enable the Transferor to comply with the provisions of Regulation
AB, including, without limitation, Items 1103(a)(1), 1105, 1108, 1117,
1118, 1119, 1121, 1122 and 1123 of Regulation AB as it relates to the
Servicer or to the Servicer's obligations under this Agreement or any
Transaction Document.
Section 10.02 Additional Representations and Warranties of the Servicer.
The Servicer shall be deemed to represent to the Transferor, as of the
date on which information is provided to the Transferor under Section 10.03
that, except as disclosed in writing to the Transferor prior to such dates,
to the best of its knowledge: (i) the Servicer is not aware and has not
received notice that any default, early amortization or other performance
triggering event has occurred as to any other securitization involving
credit card receivables due to any act or failure to act of the Servicer;
(ii) the Servicer has not been terminated as servicer in a securitization
involving credit card receivables, either due to a servicing default or to
application of a servicing performance test or trigger; (iii) no material
noncompliance with the applicable servicing criteria with respect to other
securitizations of credit card receivables involving the Servicer as
servicer has been disclosed or reported by the Servicer; (iv) no material
changes to the Servicer's policies or procedures with respect to the
servicing function it will perform under this Agreement and any Transaction
Document have occurred during the three-year period immediately preceding
the related Securitization Transaction; (v) there are no aspects of the
Servicer's financial condition that could have a material adverse effect on
the performance by the Servicer of its servicing obligations under this
Agreement or any Transaction Document; and (vi) there are no material legal
or governmental proceedings pending (or known to be contemplated) against
the Servicer, any Subservicer or any third-party originator.
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Section 10.03 Information to Be Provided by the Servicer.
In connection with any Securitization Transaction, the Servicer shall
(i) within five (5) Business Days following request by the Transferor,
provide to the Transferor, in writing, the information specified in this
Section 10.03, and (ii) as promptly as practicable following notice to or
discovery by the Servicer of any changes to such information, provide to
the Transferor, in writing, such updated information.
(a) The Servicer shall provide such information regarding the Servicer
and each Subservicer (each of the Servicer and each Subservicer, for
purposes of this paragraph, a "Servicing Party") as is required for the
purpose of compliance with Item 1108 of Regulation AB. Such information
shall include, at a minimum:
(A) the Servicing Party's name and form of organization;
(B) a description of how long the Servicing Party has been
servicing credit card accounts; a general discussion of the Servicing
Party's experience in servicing assets of any type as well as a more
detailed discussion of the Servicing Party's experience in, and
procedures for, the servicing function it will perform under this
Agreement; information regarding the size, composition and growth of
the Servicing Party's portfolio of credit card accounts of a type
similar to the Accounts and information on factors related to the
Servicing Party that may be material, in the good faith judgment of
the Transferor, to any analysis of the servicing of the Accounts or
the related asset-backed securities, as applicable, including, without
limitation:
(1) whether any prior securitizations of credit card
receivables involving the Servicing Party has defaulted or
experienced an early amortization or other performance triggering
event because of servicing during the three-year period
immediately preceding the related Securitization Transaction;
(2) the extent of outsourcing the Servicing Party utilizes;
(3) whether there has been previous disclosure of material
noncompliance with the applicable servicing criteria with respect
to other securitizations of credit card receivables involving the
Servicing Party as a servicer during the three-year period
immediately preceding the related Securitization Transaction;
(4) whether the Servicing Party has been terminated as
servicer in a securitization of credit card receivables, either
due to a servicing default or to application of a servicing
performance test or trigger; and
(5) such other information as the Transferor may reasonably
request for the purpose of compliance with Item 1108(b)(2) of
Regulation AB;
(C) a description of any material changes during the three-year
period immediately preceding the related Securitization Transaction to
the Servicing Party's policies or procedures with respect to the
servicing function it will perform under this Agreement or any
Transaction Document;
(D) information regarding the Servicing Party's financial
condition, to the extent that there is a material risk that an adverse
financial event or circumstance involving the Servicing Party could
have a material adverse effect on the performance by the
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Servicing Party of its servicing obligations under this Agreement or
any Transaction Document;
(E) a description of the Servicing Party's processes and
procedures designed to address any special or unique factors involved
in servicing;
(F) a description of the Servicing Party's processes for handling
delinquencies, losses, bankruptcies and recoveries, such as sale of
defaulted receivables; and
(G) information as to how the Servicing Party defines or
determines delinquencies and charge-offs, including the effect of any
grace period, re-aging, restructuring, partial payments considered
current or other practices with respect to delinquency and loss
experience.
(b) As a condition to the succession to the Servicer or any
Subservicer as servicer or subservicer under this Agreement or any
Transaction Document by any Person (i) into or with which the Servicer or
such Subservicer may be merged or consolidated, or (ii) which may be
appointed as a successor to the Servicer or any Subservicer, the Servicer
shall provide to the Transferor at least fifteen (15) calendar days prior
to the effective date of such succession or appointment, (x) written notice
to the Transferor of such succession or appointment and (y) in writing and
in form and substance reasonably satisfactory to the Transferor, all
information reasonably required by the Transferor in order to comply with
its reporting obligation under Item 6.02 of Form 8-K with respect to any
series or class of Notes issued by the Issuer.
(c) In addition to such information as the Servicer is obligated to
provide pursuant to other provisions of this Agreement or any Transaction
Document, if so requested by the Transferor, the Servicer shall provide
such information regarding the performance of the Receivables or the
servicing of the Accounts as is reasonably required to facilitate
preparation of distribution reports in accordance with Item 1121 of
Regulation AB. Such information shall be provided concurrently with the
distribution reports otherwise required to be delivered monthly by the
Servicer under this Agreement or any Transaction Document, commencing with
the first such report due not less than ten (10) Business Days following
such request.
Section 10.04 Report on Assessment of Compliance and Attestation.
(a) Within the earlier of 90 days after the end of each fiscal year of
the Issuer or such date as required by Regulation AB, beginning after the
end of fiscal year 2006, the Servicer shall:
(i) deliver to the Transferor a report regarding the Servicer's
or any Subservicer's assessment of compliance with the Servicing
Criteria during the immediately preceding calendar year, as required
under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of
Regulation AB. Such report shall be addressed to the Transferor and
signed by an authorized officer of the Servicer or the applicable
Subservicer, and shall address each of the relevant Servicing Criteria
set forth in Exhibit F, as may be amended from time to time by the
parties hereto;
(ii) deliver to the Transferor a report of an independent
registered public accounting firm reasonably acceptable to the
Transferor that attests to, and reports on, the assessment of
compliance made by the Servicer and delivered pursuant to the
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preceding paragraph. Such attestation shall be in accordance with
Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities
Act and the Exchange Act;
(iii) instruct each Servicing Participant to deliver to the
Transferor an assessment of compliance and accountants' attestation as
and when provided in paragraphs (a) and (b) of this Section; and
(iv) deliver to the Transferor and any other Person that will be
responsible for signing the Sarbanes Certification on behalf of the
Issuer or the Transferor with respect to a Securitization Transaction
a certification in the form attached hereto as Exhibit E or such other
form as may be mutually agreed upon.
The Servicer acknowledges that the parties identified in clause
(iv) above may rely on the certification provided by the Servicer
pursuant to such clause in signing a Sarbanes Certification and filing
such with the Commission.
(b) Each assessment of compliance provided by a Subservicer pursuant
to Section 10.04(a)(i) shall address each of the Servicing Criteria
specified on a certification substantially in the form of Exhibit F hereto
delivered to the Transferor concurrently with the execution of this
Agreement or, in the case of a Subservicer subsequently appointed as such,
on or prior to the date of such appointment. An assessment of compliance
provided by a Servicing Participant pursuant to Section 10.04(a)(iii) need
not address any elements of the Servicing Criteria other than those
specified by the Servicer pursuant to Section 10.05.
(c) Within thirty (30) days of receipt, the Transferor shall provide a
copy of all reports prepared and delivered pursuant to this Section 10.04
to each Rating Agency.
Section 10.05 Use of Subservicers and Servicing Participants.
(a) The Servicer shall use its best efforts to hire or otherwise
utilize only the services of Subservicers that agree to comply with the
provisions of this Section. The Servicer shall use its best efforts to hire
or otherwise utilize only the services of Servicing Participants, and shall
use its best efforts to ensure that Subservicers hire or otherwise utilize
only the services of Servicing Participants, to fulfill any of the
obligations of the Servicer as servicer under this Agreement or any
Transaction Document, if those Servicing Participants agree to comply with
the provisions of Section 10.05(b).
(b) The Servicer shall use its best efforts to cause any Subservicer
used by the Servicer (or by any Subservicer) to comply with the provisions
of this Section and with Sections 3.05, 10.02, 10.03(c) and 10.04 to the
same extent as if such Subservicer were the Servicer. The Servicer shall be
responsible for obtaining from each Subservicer and delivering to the
Transferor any servicer compliance statement required to be delivered by
such Subservicer under Section 3.05, any assessment of compliance and
attestation required to be delivered by such Subservicer under Section
10.04 and any certification required to be delivered to the Person that
will be responsible for signing the Sarbanes Certification as and when
required to be delivered.
(c) Except as may otherwise be required pursuant to Section 5.07, it
shall not be necessary for the Servicer to seek the consent of the
Transferor to the utilization of any Servicing Participant. The Servicer
shall promptly upon request provide to the Transferor a written description
(in form and substance satisfactory to the Transferor) of the role and
function of each Servicing Participant utilized by the Servicer or any
Subservicer,
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specifying (i) the identity of each such Servicing Participant and (ii)
which elements of the Servicing Criteria will be addressed in assessments
of compliance provided by each Servicing Participant.
As a condition to the utilization of any Servicing Participant, the
Servicer shall use its best efforts to cause any such Servicing Participant
used by the Servicer (or by any Subservicer) for the benefit of the
Transferor to comply with the provisions of Section 10.04 to the same
extent as if such Servicing Participant were the Servicer. The Servicer
shall be responsible for obtaining from each Servicing Participant and
delivering to the Transferor any assessment of compliance and attestation
required to be delivered by such Servicing Participant under Section 10.04,
in each case as and when required to be delivered.
SECTION 5. Addition of Exhibits E and F to the Transfer and
Servicing Agreement. The Transfer and Servicing Agreement is hereby amended by
adding new Exhibits E and F, in their respective forms attached hereto, after
Exhibit D to the Transfer and Servicing Agreement.
SECTION 6. Effectiveness. The amendments provided for by this
Amendment shall become effective upon:
(a) confirmation that the Rating Agency Condition shall have been
satisfied;
(b) receipt by the Owner Trustee and the Indenture Trustee of an
Officer's Certificate of the Transferor to the effect that the Transferor
reasonably believes that the terms of this Amendment will not have an Adverse
Effect; and
(c) receipt by the Owner Trustee, the Indenture Trustee and each
Rating Agency of counterparts of this Amendment, duly executed by the parties
hereto.
SECTION 7. Transfer and Servicing Agreement in Full Force and
Effect as Amended. Except as specifically amended or waived hereby, all of the
terms and conditions of the Transfer and Servicing Agreement shall remain in
full force and effect. All references to the Transfer and Servicing Agreement in
any other document or instrument shall be deemed to mean the Transfer and
Servicing Agreement as amended by this Amendment. This Amendment shall not
constitute a novation of the Transfer and Servicing Agreement, but shall
constitute an amendment thereof. The parties hereto agree to be bound by the
terms and obligations of the Transfer and Servicing Agreement, as amended by
this Amendment, as though the terms and obligations of the Transfer and
Servicing Agreement, the Series Supplements were set forth herein.
SECTION 8. Counterparts. This Amendment may be executed in any
number of counterparts and by separate parties hereto on separate counterparts,
each of which when executed shall be deemed an original, but all such
counterparts taken together shall constitute one and the same instrument.
SECTION 9. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
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WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
SECTION 10. Defined Terms and Section References. Capitalized
terms used herein and not otherwise defined shall have the meanings assigned to
such terms in the Transfer and Servicing Agreement. All Section or subsection
references herein shall mean Sections or subsections of the Transfer and
Servicing Agreement, except as otherwise provided herein.
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IN WITNESS WHEREOF, the Transferor, the Servicer and the Trust have
caused this Amendment to be duly executed by their respective officers as of the
day and year first above written.
ADVANTA BUSINESS RECEIVABLES CORP.,
Transferor
By: /s/ Michael Coco
------------------------------------
Name: Michael Coco
Title: President
ADVANTA BANK CORP.,
Servicer
By: /s/ Michael Coco
------------------------------------
Name: Michael Coco
Title: Vice President and Treasurer
ADVANTA BUSINESS CARD MASTER TRUST
By: WILMINGTON TRUST COMPANY,
not in its individual capacity, but
solely as Owner Trustee
By: /s/ Michael McCarthy
------------------------------------
Name: Michael McCarthy
Title: Assistant Vice President
The Indenture Trustee hereby consents
to the terms and conditions of the
foregoing amendment to which this
consent is attached and the execution
thereof by the parties thereto.
DEUTSCHE BANK TRUST COMPANY AMERICAS,
not in its individual capacity but
solely as Indenture Trustee
By: /s/ Jenna Kaufman
---------------------------------
Name: JENNA KAUFMAN
Title: VICE PRESIDENT
By: /s/ Louis Bodi
---------------------------------
Name: LOUIS BODI
Title: VICE PRESIDENT
The Transferor hereby confirms the
Rating Agency Condition has been
satisfied with respect to the
foregoing amendment.
ADVANTA BUSINESS RECEIVABLES CORP.,
Transferor
By: /s/ Michael Coco
---------------------------------
Name: Michael Coco
Title: President
Exhibit E
FORM OF ANNUAL CERTIFICATION
Re: The [_____] agreement dated as of [_____], 200[_] (the "Agreement"), among
[IDENTIFY PARTIES]
I, __________, the __________ of [NAME OF COMPANY] (the "Company"), certify
to each of the Transferor and the Issuer, and their officers, with the knowledge
and intent that they will rely upon this certification, that:
(1) I have reviewed the report on assessment of the Company's
compliance provided in accordance with Rules 13a-18 and 15d-18 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and Item
1122 of Regulation AB (17 C.F.R. Section 229.1100, et seq.) (the "Servicing
Assessment"), and the independent registered public accounting firm's
attestation report provided in accordance with Rules 13a-18 and 15d-18
under the Exchange Act and Section 1122(b) of Regulation AB (the
"Attestation Report") that were delivered by the Company to the Transferor
pursuant to the Agreement (collectively, the "Company Information");
(2) To the best of my knowledge, the Company Information, taken as a
whole, does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in the light
of the circumstances under which such statements were made, not misleading
with respect to the period of time covered by the Company Information;
(3) To the best of my knowledge, all of the Company Information
required to be provided by the Company under the Agreement has been
provided to the Transferor and the Issuer; and
(4) To the best of my knowledge, except as disclosed in the Servicing
Assessment or the Attestation Report, the Company has fulfilled its
obligations under the Agreement.
Date:
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By:
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Name:
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Title:
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Exhibit F
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF
COMPLIANCE
The assessment of compliance to be delivered by the [Servicer]
[Subservicer] shall address, at a minimum, the criteria identified below as
"Applicable Servicing Criteria":
Servicing Criteria
Applicable Applicable
Servicing Servicing
Criteria for Criteria for a
REFERENCE CRITERIA Servicer Subservicer
--------- -------- ------------ --------------
GENERAL SERVICING CONSIDERATIONS
1122(d)(1)(i) Policies and procedures are instituted to monitor [X]
any performance or other triggers and events of
default in accordance with the transaction
agreements.
1122(d)(1)(ii) If any material servicing activities are [X]
outsourced to third parties, policies and
procedures are instituted to monitor the third
party's performance and compliance with such
servicing activities.
1122(d)(1)(iii) Any requirements in the transaction agreements to
maintain a back-up servicer for the credit card
accounts or accounts are maintained.
1122(d)(1)(iv) A fidelity bond and errors and omissions policy [X]
is in effect on the party participating in the
servicing function throughout the reporting
period in the amount of coverage required by and
otherwise in accordance with the terms of the
transaction agreements
CASH COLLECTION AND ADMINISTRATION
1122(d)(2)(i) Payments on credit card accounts are deposited [X]
into the appropriate custodial bank accounts and
related bank clearing accounts no more than two
business days following receipt, or such other
number of days specified in the transaction
agreements.
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of [X]
an obligor or to an investor are made only by
authorized personnel.
1122(d)(2)(iii) Advances of funds or guarantees regarding
collections, cash flows or distributions, and any
interest or other fees charged for such advances,
are made, reviewed and approved as specified in
Servicing Criteria
Applicable Applicable
Servicing Servicing
Criteria for Criteria for a
REFERENCE CRITERIA Servicer Subservicer
--------- -------- ------------ --------------
the transaction agreements.
1122(d)(2)(iv) The related accounts for the transaction, such as [X]
cash reserve accounts or accounts established as
a form of overcollateralization, are separately
maintained (e.g., with respect to commingling of
cash) as set forth in the transaction agreements.
1122(d)(2)(v) Each custodial account is maintained at a [X]
federally insured depository institution as set
forth in the transaction agreements. For purposes
of this criterion, "federally insured depository
institution" with respect to a foreign financial
institution means a foreign financial institution
that meets the requirements of Rule 13k-1(b)(1)
of the Securities Exchange Act.
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent [X]
unauthorized access. (if checks
used)
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis [X]
for all asset-backed securities related bank
accounts, including custodial accounts and
related bank clearing accounts. These
reconciliations (A) are mathematically accurate;
(B) are prepared within 30 calendar days after
the bank statement cutoff date, or such other
number of days specified in the transaction
agreements; (C) are reviewed and approved by
someone other than the person who prepared the
reconciliation; and (D) contain explanations for
reconciling items. These reconciling items are
resolved within 90 calendar days of their
original identification, or such other number of
days specified in the transaction agreements.
INVESTOR REMITTANCES AND REPORTING
1122(d)(3)(i) Reports to investors, including those to be filed [X]
with the Commission, are maintained in accordance
with the transaction agreements and applicable
Commission requirements. Specifically, such
reports (A) are prepared in accordance with
timeframes and other terms set forth in the
transaction agreements; (B) provide information
calculated in accordance with the terms specified
in the transaction agreements; (C) are filed with
the Commission as required by its rules and
regulations; and (D) agree with investors' or the
trustee's
Servicing Criteria
Applicable Applicable
Servicing Servicing
Criteria for Criteria for a
REFERENCE CRITERIA Servicer Subservicer
--------- -------- ------------ --------------
records as to the total unpaid principal balance
and number of credit card accounts serviced by
the Servicer.
1122(d)(3)(ii) Amounts due to investors are allocated and [X]
remitted in accordance with timeframes,
distribution priority and other terms set forth
in the transaction agreements.
1122(d)(3)(iii) Disbursements made to an investor are posted [X]
within two business days to the Servicer's
investor records, or such other number of days
specified in the transaction agreements.
1122(d)(3)(iv) Amounts remitted to investors per the investor [X]
reports agree with cancelled checks, or other
form of payment, or custodial bank statements.
POOL ASSET ADMINISTRATION
1122(d)(4)(i) Collateral or security on pool assets is [X]
maintained as required by the transaction
agreements or related asset pool documents.
1122(d)(4)(ii) Pool assets and related documents are safeguarded [X]
as required by the transaction agreements.
1122(d)(4)(iii) Any additions, removals or substitutions to the [X]
asset pool are made, reviewed and approved in
accordance with any conditions or requirements in
the transaction agreements.
1122(d)(4)(iv) Payments on credit card accounts, including any [X]
payoffs, made in accordance with the related
credit card accounts documents are posted to the
Servicer's obligor records no more than two
business days after receipt, or such other number
of days specified in the transaction agreements,
and allocated to principal, interest or other
items (e.g., escrow) in accordance with the
related asset pool documents.
1122(d)(4)(v) The Servicer's records regarding the receivables [X]
agree with the Servicer's records with respect to
an obligor's unpaid principal balance.
1122(d)(4)(vi) Changes with respect to the terms or status of an [X]
obligor's account (e.g., loan modifications
Servicing Criteria
Applicable Applicable
Servicing Servicing
Criteria for Criteria for a
REFERENCE CRITERIA Servicer Subservicer
--------- -------- ------------ --------------
or re-agings) are made, reviewed and approved by
authorized personnel in accordance with the
transaction agreements and related pool asset
documents.
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g.,
modifications and repossessions, as applicable)
are initiated, conducted and concluded in
accordance with the timeframes or other
requirements established by the transaction
agreements.
1122(d)(4)(viii) Records documenting collection efforts are [X]
maintained during the period an Account is
delinquent in accordance with the transaction
agreements. Such records are maintained on at
least a monthly basis, or such other period
specified in the transaction agreements, and
describe the entity's activities in monitoring
delinquent Accounts including, for example, phone
calls, letters and payment rescheduling plans in
cases where delinquency is deemed temporary
(e.g., illness or unemployment).
1122(d)(4)(ix) Adjustments to interest rates or rates of return [X]
for Accounts with variable rates are computed
based on the related Account documents.
1122(d)(4)(x) Regarding any funds held in trust for an obligor
(such as escrow accounts): (A) such funds are
analyzed, in accordance with the obligor's
Account documents, on at least an annual basis,
or such other period specified in the transaction
agreements; (B) interest on such funds is paid,
or credited, to obligors in accordance with
applicable Account documents and state laws; and
(C) such funds are returned to the obligor within
30 calendar days of full repayment of the related
Accounts, or such other number of days specified
in the transaction agreements.
1122(d)(4)(xi) Payments made on behalf of an obligor (such as
tax or insurance payments) are made on or before
the related penalty or expiration dates, as
indicated on the appropriate bills or notices for
such payments, provided that such support has
been received by the servicer at least 30
calendar days prior to these dates, or such other
number of days specified in the transaction
agreements.
Servicing Criteria
Applicable Applicable
Servicing Servicing
Criteria for Criteria for a
REFERENCE CRITERIA Servicer Subservicer
--------- -------- ------------ --------------
1122(d)(4)(xii) Any late payment penalties in connection with any
payment to be made on behalf of an obligor are
paid from the servicer's funds and not charged to
the obligor, unless the late payment was due to
the obligor's error or omission.
1122(d)(4)(xiii) Disbursements made on behalf of an obligor are
posted within two business days to the obligor's
records maintained by the servicer, or such other
number of days specified in the transaction
agreements.
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible [X]
accounts are recognized and recorded in
accordance with the transaction agreements.
1122(d)(4)(xv) Any external enhancement or other support, [X]
identified in Item 1114(a)(1) through (3) or Item
1115 of Regulation AB, is maintained as set forth
in the transaction agreements.
[NAME OF [SERVICER] [SUBSERVICER]]
Date:
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By:
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Name:
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Title:
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