EXHIBIT 4.3
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BANK ONE ISSUANCE TRUST
as Issuer
and
XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
as Indenture Trustee and Collateral Agent for Asset Pool One
ONESERIES INDENTURE SUPPLEMENT
dated as of May 1, 2002
to
INDENTURE
dated as of May 1, 2002
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TABLE OF CONTENTS
Page
ARTICLE I
Definitions and Other Provisions of General Application
Section 1.01 Definitions.....................................................................................1
Section 1.02 Governing Law..................................................................................31
Section 1.03 Counterparts...................................................................................31
Section 1.04 Ratification of Indenture......................................................................31
ARTICLE II
The ONEseries Notes
Section 2.01 Creation and Designation.......................................................................32
Section 2.02 New Issuances of ONEseries Notes...............................................................32
Section 2.03 Required Subordinated Amount Conditions to Issuance of a Tranche of a
Senior Class of ONEseries Notes................................................................33
ARTICLE III
Allocations, Deposits and Payments
Section 3.01 Allocations of Asset Pool One Finance Charge Collections and the Asset
Pool One Default Amount to the ONEseries Notes.................................................36
Section 3.02 Allocations of ONEseries Available Finance Charge Collections..................................36
Section 3.03 Targeted Deposits to the Interest Funding Account..............................................37
Section 3.04 Allocations of ONEseries Available Finance Charge Collections to the
Interest Funding Account and to the Interest Funding Sub-Accounts..............................39
Section 3.05 Amounts to be Treated as ONEseries Available Finance Charge
Collections; Payments Received from Derivative Counterparties for
Interest in a Foreign Currency; Other Deposits to the Interest Funding Sub-
Accounts.......................................................................................40
Section 3.06 Allocations of Reductions from Investor Charge-Offs to the Nominal
Liquidation Amount of Subordinated Classes.....................................................41
Section 3.07 Allocations of Reimbursements of Nominal Liquidation Amount Deficits...........................43
Section 3.08 Allocations of Asset Pool One Principal Collections to the ONEseries
Notes..........................................................................................44
Section 3.09 Application of ONEseries Available Principal Collections.......................................44
Section 3.10 Allocation of ONEseries Servicing Fee Shortfalls...............................................47
Section 3.11 Computation of Reductions to the Nominal Liquidation Amount of
Subordinated Classes from Reallocations of ONEseries Available
Principal Collections..........................................................................47
Section 3.12 Targeted Deposits of ONEseries Available Principal Collections to the
Principal Funding Account and the Principal Funding Sub-Account................................50
Section 3.13 Allocations among Principal Funding Sub-Accounts...............................................52
Section 3.14 Amounts to be Treated as ONEseries Available Principal Collections;
Payments Received from Derivative Counterparties for Principal; Other
Deposits to Principal Funding Sub-Accounts.....................................................54
Section 3.15 Withdrawals from Interest Funding Account......................................................55
Section 3.16 Withdrawals from Principal Funding Account.....................................................57
Section 3.17 Limit on Deposits to the Principal Funding Sub-Account of Subordinated
Class of ONEseries Notes; Limit on Repayments of all Tranches..................................59
Section 3.18 Calculation of Nominal Liquidation Amount......................................................60
Section 3.19 Reinvestment in the Collateral of Asset Pool One...............................................62
Section 3.20 Netting of Deposits and Payments...............................................................62
Section 3.21 Pro Rata Payments within a Tranche.............................................................62
Section 3.22 Sale of Collateral for Notes that are Accelerated or Reach Legal Maturity......................62
Section 3.23 Calculation of Prefunding Target Amount........................................................65
Section 3.24 Targeted Deposits to the Class C Reserve Account...............................................67
Section 3.25 Withdrawals from the Class C Reserve Account...................................................68
Section 3.26 Computation of Interest........................................................................69
Section 3.27 Shared Excess Available Finance Charge Collections.............................................69
Section 3.28 Shared Excess Available Principal Collections..................................................70
Section 3.29 Payment of Principal Collections Received with Respect to Remaining
Series Available Principal Collections Shortfall from Asset Pool One
Collateral Certificates........................................................................71
Section 3.30 Allocations of Segregated ONEseries Finance Charge Collections.................................72
Section 3.31 Final Payment..................................................................................72
ARTICLE IV
Early Amortization of Notes
Section 4.01 Early Amortization Events......................................................................73
ARTICLE V
Bank Accounts and Investments
Section 5.01 Bank Accounts..................................................................................75
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 B FORM OF ONESERIES SCHEDULE TO PAYMENT INSTRUCTIONS
EXHIBIT C FORM OF ONESERIES SCHEDULE TO MONTHLY NOTEHOLDERS' STATEMENT
This ONESERIES INDENTURE SUPPLEMENT (this "Indenture
Supplement"), by and between BANK ONE ISSUANCE TRUST, a statutory business
trust organized under the laws of the State of Delaware (the "Issuer"), having
its principal office at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx
00000-0000, and XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a national
banking association, in its capacity as Indenture Trustee (the "Indenture
Trustee") and as Collateral Agent for Asset Pool One (the "Collateral Agent"),
is made and entered into as of May 1, 2002.
Pursuant to this Indenture Supplement, the Issuer shall
create a new Series of Notes (each as defined below), the ONEseries, and shall
specify the principal terms thereof. The ONEseries Notes shall be secured by
the Collateral in Asset Pool One.
ARTICLE I
Definitions and Other Provisions of General Application
Section 1.01 Definitions. For all purposes of this Indenture
Supplement, except as otherwise expressly provided or unless the context
otherwise requires:
(1) the terms defined in this Article have the meanings
assigned to them in this Article, and, along with
any other term defined in any Section of this
Indenture Supplement, include the plural as well as
the singular;
(2) all other terms used herein which are defined in
the Indenture, the Asset Pool One Supplement or the
Transfer and Servicing Agreement, either directly
or by reference therein, have the meanings assigned
to them therein;
(3) all accounting terms not otherwise defined herein
have the meanings assigned to them in accordance
with generally accepted accounting princi ples and,
except as otherwise herein expressly provided, the
term "gener ally accepted accounting principles"
with respect to any computation required or
permitted hereunder means such accounting
principles as are generally accepted in the United
States of America at the date of such computation;
(4) all references in this Indenture Supplement to
designated "Articles," "Sections" and other
subdivisions are to the designated Articles,
Sections and other subdivisions of this Indenture
Supplement as originally exe cuted. The words
"herein," "hereof" and "hereunder" and other words
of similar import refer to this Indenture
Supplement as a whole and not to any
particular Article, Section or other subdivision;
(5) 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 terms and provisions of this Indenture
Supplement shall be controlling;
(6) each capitalized term defined herein shall relate
only to the ONEseries Notes and no other Series of
Notes issued by the Issuer; and
(7) "including" and words of similar import will be
deemed to be followed by "without limitation."
"Accumulation Commencement Date" means, for any Tranche of
ONEseries Notes, the first calendar day of the month that is twelve (12) whole
calendar months prior to the Scheduled Principal Payment Date for such Tranche
of ONEseries Notes; provided, however, that, if the Accumulation Period Length
for such Tranche of ONEseries Notes is less than twelve (12) whole calendar
months, the Accumulation Commencement Date will be the first calendar day of
the month that is the number of whole calendar months prior to such Scheduled
Principal Payment Date at least equal to the Accumulation Period Length and,
as a result, the number of Monthly Periods during the period from the
Accumulation Commencement Date to and including the Monthly Period prior to
such Scheduled Principal Payment Date will at least equal the Accumulation
Period Length.
"Accumulation Period Length" is defined in subsection
3.12(b)(ii).
"Adverse Effect" has the meaning specified in the Indenture.
"Adjusted Outstanding Dollar Principal Amount" has the
meaning specified in the Indenture.
"Administrator" has the meaning specified in the Transfer
and Servicing Agree ment.
"Aggregate Remaining Series Available Principal Collections
Shortfall" means, with respect to any Monthly Period as determined on the
related Determination Date, the sum of the Remaining Series Available
Principal Collections Shortfalls (as such term is defined in each of the
applicable Indenture Supplements) for each Series of Asset Pool One Notes for
such Monthly Period.
"Aggregate Series Available Finance Charge Collections
Shortfall" means, with respect to any Monthly Period as determined on the
related Determination Date, the sum of the Series Available Finance Charge
Collections Shortfalls (as such term is defined in each of the applicable
Indenture Supplements) for each Shared Excess Available Finance Charge
Collections Series in Shared Excess Available Finance Charge Collections Group
A for such Monthly Period.
"Aggregate Series Available Principal Collections Shortfall"
means, with respect to any Monthly Period as determined on the related
Determination Date, the sum of the Series Available Principal Collections
Shortfalls (as such term is defined in each of the applicable Indenture
Supplements) for each Series of Asset Pool One Notes for such Monthly Period.
"Amortization Period" means, with respect to any Tranche of
ONEseries Notes, each Monthly Period with respect to which a deposit is
required to be made into the Principal Funding Sub-Account of such Tranche of
ONEseries Notes pursuant to subsection 3.09(e) and Section 3.12.
"Asset Pool One" means the Asset Pool (as defined in the
Indenture) securing the ONEseries Notes and any other Series of Notes if so
specified in the applicable Indenture Supplement for such Series of Notes.
"Asset Pool One Accounts" has the meaning specified in the
Asset Pool One Supplement.
"Asset Pool One Average Principal Balance" has the meaning
specified in the Asset Pool One Supplement.
"Asset Pool One Collateral Certificate" has the meaning
specified in the Asset Pool One Supplement.
"Asset Pool One Collateral Certificate Principal Shortfall
Payments" has the meaning specified in the Asset Pool One Supplement.
"Asset Pool One Default Amount" has the meaning specified in
the Asset Pool One Supplement.
"Asset Pool One Finance Charge Collections" has the meaning
specified in the Asset Pool One Supplement.
"Asset Pool One Minimum Pool Balance" has the meaning
specified in the Asset Pool One Supplement.
"Asset Pool One Notes" has the meaning specified in the
Asset Pool One Supplement.
"Asset Pool One Pool Balance" has the meaning specified in
the Asset Pool One Supplement.
"Asset Pool One Principal Collections" has the meaning
specified in the Asset Pool One Supplement.
"Asset Pool One Receivables" has the meaning specified in
the Asset Pool One Supplement.
"Asset Pool One Reinvestment Amount" has the meaning
specified in the Asset Pool One Supplement.
"Asset Pool One Restriction Event" means, (a) with respect
to any Asset Pool One Collateral Certificate, the applicable transferor for
the related Master Trust becomes unable for any reason to transfer receivables
to that Master Trust or (b) with respect to any Asset Pool One Account, a
Transfer Restriction Event occurs with respect to any Asset Pool One
Receivables arising in such Asset Pool One Account.
"Asset Pool One Servicing Fee" has the meaning specified in
the Asset Pool One Supplement.
"Asset Pool One Supplement" means the Asset Pool One
Supplement to the Indenture, dated as of May 1, 2002 among the Issuer and
Xxxxx Fargo Bank Minnesota, National Association, as Indenture Trustee and as
Collateral Agent for Asset Pool One, as amended, supplemented, restated or
otherwise modified from time to time.
"Asset Pool One Transferor Amount" has the meaning specified
in the Asset Pool One Supplement.
"Asset Pool One Transferor Percentage" has the meaning
specified in the Asset Pool One Supplement.
"Asset Pool Supplement" has the meaning specified in the
Indenture.
"Available Finance Charge Collections" has the meaning
specified in the Indenture.
"Available Principal Collections" has the meaning specified
in the Indenture.
"Bankruptcy Code" means the United States Bankruptcy Code
located in Title 11 of the United States Code.
"Base Rate" means, with respect to any Monthly Period, the
sum of (1) the ONEseries Servicing Fee Percentage and (2) the weighted average
(based on the Outstanding Dollar Principal Amount of the related ONEseries
Notes) of the following:
(a) in the case of a Tranche of ONEseries Dollar
Interest-bearing Notes with no Derivative Agreement for interest, the
rate of interest applicable to such Tranche for the period from and
including the Monthly Interest Accrual Date for such Tranche of
ONEseries Dollar Interest-bearing Notes in such Monthly Period to but
excluding the Monthly Interest Accrual Date for such Tranche of
ONEseries Dollar Interest-bearing Notes in the following Monthly
Period;
(b) in the case of a Tranche of ONEseries Discount Notes,
the rate of accre tion (converted to an accrual rate) of such Tranche
for the period from and including the Monthly Principal Accrual Date
for such Tranche of ONEseries Discount Notes in such Monthly Period
to but excluding the Monthly Principal Accrual Date for such Tranche
of ONEseries Discount Notes in the following Monthly Period;
(c) in the case of a Tranche of ONEseries Notes with a
Performing Derivative Agreement for interest, the rate at which
payments by the Issuer to the applicable Derivative Counterparty
accrue (prior to the netting of such payments, if applicable) for the
period from and including the Monthly Interest Accrual Date for such
Tranche of ONEseries Notes in such Monthly Period to but excluding
the Monthly Interest Accrual Date for such Tranche of ONEseries Notes
in the following Monthly Period; and
(d) in the case of a Tranche of ONEseries Notes with a
non-Performing Derivative Agreement for interest, the rate specified
in the related Terms Document.
"Beneficiary" has the meaning specified in the Trust
Agreement.
"Business Day" has the meaning specified in the Indenture.
"Class" means the Class A Notes, the Class B Notes or the
Class C Notes, as applicable.
"Class A Note" means a ONEseries Note specified in the
applicable Terms Document as belonging to Class A.
"Class A Required Subordinated Amount" means, with respect
to any Tranche of Class A Notes on any date, the aggregate Nominal Liquidation
Amount of all Tranches of Class B Notes and/or Class C Notes, as the case may
be, as specified in the applicable Terms Docu ment for such Tranche of Class A
Notes, that is required to be Outstanding and available on any date in each
Monthly Period during which such Tranche of Class A Notes is Outstanding.
"Class A Unused Subordinated Amount of Class B Notes" means
for any Tranche of Outstanding Class A Notes on any date, an amount equal to
the Class A Required Subordi nated Amount of Class B Notes minus the Class A
Usage of Class B Required Subordinated Amount as of such date.
"Class A Unused Subordinated Amount of Class C Notes" means
for any Tranche of Outstanding Class A Notes on any date, an amount equal to
the Class A Required Subordi nated Amount of Class C Notes minus the Class A
Usage of Class C Required Subordinated Amount as of such date.
"Class A Usage of Class B Required Subordinated Amount"
means, with respect to any Tranche of Outstanding Class A Notes, (x) on the
date of issuance of such Tranche and on each date to but not including the
initial First Note Transfer Date for such Tranche, zero and (y) on each date
in the period from and including the initial First Note Transfer Date for such
Tranche to but not including the second First Note Transfer Date for such
Tranche, the sum of the amounts set forth below and (z) on each date in the
period from and including the second or any subsequent First Note Transfer
Date for such Tranche to but not including the next succeed ing First Note
Transfer Date, the Class A Usage of Class B Required Subordinated Amount as of
the close of business on the prior First Note Transfer Date plus the sum of
the amounts set forth below (in each case, such amount shall not exceed the
Class A Unused Subordinated Amount of Class B Notes for such Tranche of Class
A Notes after giving effect to the previous clauses, if any):
(a) an amount equal to the product of (A) a fraction, the
numerator of which is the Class A Unused Subordinated Amount of Class B Notes
for such Tranche of Class A Notes (as of the close of business on the last day
of the prior Monthly Period) and the denominator of which is the aggregate
Nominal Liquidation Amount of all Tranches of Class B Notes (as of the close
of business on the last day of the prior Monthly Period), times (B) the amount
of Investor Charge-Offs initially allocated to Class B Notes pursuant to
subsection 3.06(a) which did not result in a Class A Usage of Class C Required
Subordinated Amount for such Tranche of Class A Notes on such First Note
Transfer Date; plus
(b) the amount of Investor Charge-Offs initially allocated
to such Tranche of Class A Notes pursuant to subsection 3.06(a) and then
reallocated to Class B Notes pursuant to subsection 3.06(b) on such First Note
Transfer Date; plus
(c) the amount of ONEseries Available Principal Collections
reallocated on such First Note Transfer Date that will be deposited in the
Interest Funding Sub-Account for such Tranche of Class A Notes pursuant to
subsection 3.09(a) on the applicable Note Transfer Date for such Tranche of
Class A Notes which did not result in a Class A Usage of Class C Required
Subordinated Amount for such Tranche of Class A Notes on such First Note
Transfer Date; plus
(d) the amount of ONEseries Available Principal Collections
reallocated to pay any amount to the Servicer for such Tranche of Class A
Notes pursuant to subsection 3.09(c) on such First Note Transfer Date which
did not result in a Class A Usage of Class C Required Subordinated Amount for
such Tranche of Class A Notes on such First Note Transfer Date; minus
(e) an amount (not to exceed the Class A Usage of Class B
Required Subordinated Amount for such Tranche of Class A Notes after giving
effect to the amounts computed pursuant to clauses (a) through (d) above)
equal to the sum of (x) the product of (A) a fraction, the numerator of which
is the Class A Usage of Class B Required Subordinated Amount for such Tranche
of Class A Notes (prior to giving effect to any reimbursement of a Nominal
Liquidation Amount Deficit of any Tranche of Class B Notes on such First Note
Transfer Date) and the denominator of which is the aggregate Nominal
Liquidation Amount Deficits of all Tranches of Class B Notes (prior to giving
effect to any reimbursement of a Nominal Liquidation Amount Deficit of any
Tranche of Class B Notes on such First Note Transfer Date), times (B) the
aggregate amount of the Nominal Liquidation Amount Deficits of all Tranches of
Class B Notes which are reimbursed pursuant to subsection 3.07(b) on such
First Note Transfer Date, plus (y) if the aggregate Class A Usage of Class B
Required Subordinated Amount for all Tranches of Class A Notes (prior to
giving effect to any reimbursement of a Nominal Liquidation Amount Deficit of
any Tranche of Class B Notes on such First Note Transfer Date) exceeds the
aggregate Nominal Liquidation Amount Deficits of all Tranches of Class B Notes
(prior to giving effect to any reimbursement of a Nominal Liquidation Amount
Deficit of any Tranche of Class B Notes on such First Note Transfer Date), the
product of:
(A) a fraction, the numerator of which is
the amount of such excess and the denominator of
which is the aggregate Nominal Liquidation Amount
Deficits of all Tranches of Class C Notes (prior to
giving effect to any reimbursement of a Nominal
Liquidation Amount Deficit of any Tranche of Class
C Notes on such First Note Transfer Date); times
(B) the aggregate amount of the Nominal
Liquidation Amount Deficits of all Tranches of
Class C Notes which are reimbursed on such First
Note Transfer Date pursuant to subsection 3.07(c);
times
(C) a fraction, the numerator of which is
the Class A Usage of Class B Required Subordinated
Amount for such Tranche of Class A Notes (prior to
giving effect to such reimbursement) and the
denominator of which is the Class A Usage of Class
B Required Subordinated Amount for all Tranches of
Class A Notes (prior to giving effect to such
reimburse ment).
"Class A Usage of Class C Required Subordinated Amount"
means, with respect to any Tranche of Outstanding Class A Notes, (x) on the
date of issuance of such Tranche, and on each date to but not including the
initial First Note Transfer Date for such Tranche, zero and (y) on each date
in the period from and including the initial First Note Transfer Date for such
Tranche to but not including the second First Note Transfer Date for such
Tranche, the sum of the amounts set forth below and (z) on each date in the
period from and including the second or any subsequent First Note Transfer
Date for such Tranche to but not including the next succeed ing First Note
Transfer Date, the Class A Usage of Class C Required Subordinated Amount as of
the close of business on the prior First Note Transfer Date plus the sum of
the amounts set forth below (in each case, such amount shall not exceed the
Class A Unused Subordinated Amount of Class C Notes for such Tranche of Class
A Notes after giving effect to the previous clauses, if any):
(a) an amount equal to the product of (A) a fraction, the
numerator of which is the Class A Unused Subordinated Amount of Class C Notes
for such Tranche of Class A Notes (as of the close of business on the last day
of the prior Monthly Period) and the denominator of which is the aggregate
Nominal Liquidation Amount of all Tranches of Class C Notes (as of the close
of business on the last day of the prior Monthly Period), times (B) the amount
of Investor Charge-Offs initially allocated to Class C Notes pursuant to
subsection 3.06(a) on such First Note Transfer Date; plus
(b) the amount of Investor Charge-Offs initially allocated
to such Tranche of Class A Notes pursuant to subsection 3.06(a) and then
reallocated to Class C Notes pursuant to subsection 3.06(b) on such First Note
Transfer Date; plus
(c) an amount equal to the product of (A) a fraction, the
numerator of which is the Class A Unused Subordinated Amount of Class B Notes
for such Tranche of Class A Notes (as of the close of business on the last day
of the prior Monthly Period) and the denominator of which is the aggregate
Nominal Liquidation Amount of all Tranches of Class B Notes (as of the close
of business on the last day of the prior Monthly Period), times (B) the amount
of Investor Charge-Offs initially allocated to Class B Notes pursuant to
subsection 3.06(a) on such First Note Transfer Date; plus
(d) the amount of ONEseries Available Principal Collections
reallocated on such First Note Transfer Date that will be deposited in the
Interest Funding Sub-Account for such Tranche of Class A Notes pursuant to
subsection 3.09(a) on the applicable Note Transfer Date for such Tranche of
Class A Notes; plus
(e) an amount equal to the product of (A) a fraction, the
numerator of which is the Class A Unused Subordinated Amount of Class B Notes
for such Tranche of Class A Notes (as of the close of business on the last day
of the prior Monthly Period) and the denominator of which is the aggregate
Nominal Liquidation Amount of all Tranches of Class B Notes (as of the close
of business on the last day of the prior Monthly Period), times (B) the amount
of ONEseries Available Principal Collections reallocated on such First Note
Transfer Date that will be deposited in the Interest Funding Sub-Account for
any Tranche of Class B Notes pursuant to subsection 3.09(b) on the applicable
Note Transfer Date for such Tranche of Class B Notes; plus
(f) the amount of ONEseries Available Principal Collections
reallocated to pay any amount to the Servicer for such Tranche of Class A
Notes pursuant to subsection 3.09(c) on such First Note Transfer Date; plus
(g) an amount equal to the product of (A) a fraction, the
numerator of which is the Class A Unused Subordinated Amount of Class B Notes
for such Tranche of Class A Notes (as of the close of business on the last day
of the prior Monthly Period) and the denominator of which is the aggregate
Nominal Liquidation Amount of all Tranches of Class B Notes (as of the close
of business on the last day of the prior Monthly Period), times (B) the amount
of ONEseries Available Principal Collections reallocated to pay any amount to
the Servicer for any Tranche of Class B Notes pursuant to subsection 3.09(d)
on such First Note Transfer Date; minus
(h) an amount for such Tranche of Class A Notes (not to
exceed the Class A Usage of Class C Required Subordinated Amount for such
Tranche of Class A Notes after giving effect to the amounts computed pursuant
to clauses (a) through (g) above) equal to the product of (A) a fraction, the
numerator of which is the Class A Usage of Class C Required Subordinated
Amount for such Tranche of Class A Notes (prior to giving effect to any
reimbursement of a Nominal Liquidation Amount Deficit of any Tranche of Class
C Notes on such First Note Transfer Date) and the denominator of which is the
aggregate Nominal Liquidation Amount Deficits of all Tranches of Class C Notes
(prior to giving effect to any reimbursement of a Nominal Liquidation Amount
Deficit of any Tranche of Class C Notes on such First Note Transfer Date),
times (B) the aggregate Nominal Liquidation Amount Deficits of all Tranches of
Class C Notes which are reimbursed pursuant to subsection 3.07(c) on such
First Note Transfer Date.
"Class B Allocation Percentage" means, with respect to any
Monthly Period, for the Class B Notes, a fraction, the numerator of which is
equal to the sum of (1) for all Tranches of Class B Notes in an Amortization
Period (exclusive of (x) any Tranche of Class B Notes which will be paid in
full during such Monthly Period and (y) any Tranche of Class B Notes which
will have a Nominal Liquidation Amount of zero during such Monthly Period),
the sum of the Nominal Liquidation Amounts of all such Tranches of Class B
Notes as of the close of business on the last day prior to the commencement of
the most recent Amortization Period for such Tranche of Class B Notes plus (2)
for all other Tranches of Class B Notes, the sum of (a) the Nominal
Liquidation Amount of such Tranche of Class B Notes as of the close of
business on the last day of the immediately preceding Monthly Period, or with
respect to the first Monthly Period for any Tranche of Class B Notes, the
Initial Dollar Principal Amount of such Tranche of Class B Notes plus (b) the
aggregate amount of any increase in the Nominal Liquidation Amount of such
Tranche of Class B Notes due to (x) the issuance of additional Class B Notes
of such Tranche during such Monthly Period or (y) the accretion of principal
on such Tranche of Class B ONEseries Discount Notes during such Monthly Period
or (z) the release of Prefunding Excess Amounts (other than Prefunding Excess
Amounts deposited during such Monthly Period) for such Tranche of Class B
Notes from the applicable Principal Funding Sub-Account, during such Monthly
Period and the denominator of which is the numerator of the ONEseries
Principal Allocation Percentage for such Monthly Period.
"Class B Note" means a ONEseries Note specified in the
applicable Terms Document as belonging to Class B.
"Class B Required Subordinated Amount" means, with respect
to any Tranche of Class B Notes on any date, the aggregate Nominal Liquidation
Amount of Class C Notes as specified in the applicable Terms Document for such
Tranche of Class B Notes, that is required to be Outstanding and available on
any date in each Monthly Period during which such Tranche of Class B Notes is
Outstanding.
"Class B Unused Subordinated Amount of Class C Notes" means
for any Tranche of Outstanding Class B Notes on any date, an amount equal to
the Class B Required Subordi nated Amount of Class C Notes minus the Class B
Usage of the Class C Required Subordinated Amount as of such date.
"Class B Usage of Class C Required Subordinated Amount"
means, with respect to any Tranche of Outstanding Class B Notes, (x) on the
date of issuance of such Tranche and on each date to but not including the
initial First Note Transfer Date for such Tranche, zero and (y) on each date
in the period from and including the initial First Note Transfer Date for such
Tranche to but not including the second First Note Transfer Date for such
Tranche, the sum of the amounts set forth below and (z) on each date in the
period from and including the second or any subsequent First Note Transfer
Date for such Tranche to but not including the next succeed ing First Note
Transfer Date, the Class B Usage of Class C Required Subordinated Amount as of
the close of business on the prior First Note Transfer Date plus the sum of
the amounts set forth below (in each case, such amount shall not exceed the
Class B Unused Subordinated Amount of Class C Notes for such Tranche of Class
B Notes after giving effect to the previous clauses, if any):
(a) an amount equal to the product of (A) a fraction, the
numerator of which is the Class B Unused Subordinated Amount of Class C Notes
for such Tranche of Class B Notes (as of the close of business on the last day
of the prior Monthly Period) and the denominator of which is the aggregate
Nominal Liquidation Amount of all Tranches of Class C Notes (as of the close
of business on the last day of the prior Monthly Period), times (B) the amount
of Investor Charge-Offs initially allocated to the Class C Notes pursuant to
subsection 3.06(a) on such First Note Transfer Date; plus
(b) an amount equal to the product of (A) a fraction, the
numerator of which is the Nominal Liquidation Amount of such Tranche of Class
B Notes (as of the close of business on the last day of the prior Monthly
Period) and the denominator of which is the aggregate Nominal Liquidation
Amount of all Tranches of Class B Notes (as of the close of business on the
last day of the prior Monthly Period), times (B) the sum of (i) the amount of
Investor Charge-Offs initially allocated on such First Note Transfer Date to
any Tranche of Class A Notes that has a Class A Unused Subordinated Amount of
Class B Notes that was included in Class A Usage of Class C Required
Subordinated Amount plus (ii) the amount of Investor Charge-Offs initially
allocated on such First Note Transfer Date to any Tranche of Class A Notes
that has a Class A Unused Subordinated Amount of Class B Notes that was
included in Class A Usage of Class B Required Subordinated Amount; plus
(c) the amount of Investor Charge-Offs initially allocated
to such Tranche of Class B Notes pursuant to subsection 3.06(a), and then
reallocated to Class C Notes pursuant to subsection 3.06(b) on such First Note
Transfer Date; plus
(d) an amount equal to the product of (A) a fraction, the
numerator of which is the Nominal Liquidation Amount of such Tranche of Class
B Notes (as of the close of business on the last day of the prior Monthly
Period) and the denominator of which is the aggregate Nominal Liquidation
Amount of all Tranches of Class B Notes (as of the close of business on the
last day of the prior Monthly Period), times (B) the amount of ONEseries
Available Principal Collections reallocated on such First Note Transfer Date
that will be deposited in the Interest Funding Sub-Account for any Tranche of
Class A Notes that has a Class A Unused Subordinated Amount of Class B Notes
pursuant to subsection 3.09(a) on the applicable Note Transfer Date for such
Tranche of Class A Notes; plus
(e) the amount of ONEseries Available Principal Collections
reallocated on such First Note Transfer Date that will be deposited in the
Interest Funding Sub-Account for such Tranche of Class B Notes pursuant to
subsection 3.09(b) on the applicable Note Transfer Date for such Tranche of
Class B Notes; plus
(f) an amount equal to the product of (A) a fraction, the
numerator of which is the Nominal Liquidation Amount of such Tranche of Class
B Notes (as of the close of business on the last day of the prior Monthly
Period) and the denominator of which is the aggregate Nominal Liquidation
Amount of all Tranches of Class B Notes (as of the close of business on the
last day of the prior Monthly Period), times (B) the amount of ONEseries
Available Principal Collections reallocated to pay any amount to the Servicer
for any Tranche of Class A Notes that has a Class A Unused Subordinated Amount
of Class B Notes, pursuant to subsection 3.09(c) on such First Note Transfer
Date; plus
(g) the amount of ONEseries Available Principal Collections
reallocated to pay any amount to the Servicer for such Tranche of Class B
Notes pursuant to subsection 3.09(d) on such First Note Transfer Date; minus
(h) an amount for such Tranche of Class B Notes (not to
exceed the Class B Usage of Class C Required Subordinated Amount for such
Tranche of Class B Notes after giving effect to the amounts computed pursuant
to clauses (a) through (g) above) equal to the product of (A) a fraction, the
numerator of which is the Class B Usage of Class C Required Subordinated
Amount for such Tranche of Class B Notes (prior to giving effect to any
reimbursement of a Nominal Liquidation Amount Deficit of any Tranche of Class
C Notes on such First Note Transfer Date) and the denominator of which is the
aggregate Nominal Liquidation Amount Deficits of all Tranches of Class C Notes
(prior to giving effect to any reimbursement of a Nominal Liquidation Amount
Deficit of any Tranche of Class C Notes on such First Note Transfer Date),
times (B) the aggregate Nominal Liquidation Amount Deficits of all Tranches of
Class C Notes which are reimbursed pursuant to subsection 3.07(c) on such
First Note Transfer Date.
"Class C Allocation Percentage" means, with respect to any
Monthly Period, for the Class C Notes, a fraction, the numerator of which is
equal to the sum of (1) for all Tranches of Class C Notes in an Amortization
Period (exclusive of (x) any Tranche of Class C Notes which will be paid in
full during such Monthly Period and (y) any Tranche of Class C Notes which
will have a Nominal Liquidation Amount of zero during such Monthly Period),
the sum of the Nominal Liquidation Amounts of all such Tranches of Class C
Notes as of the close of business on the last day prior to the commencement of
the most recent Amortization Period for such Tranche of Class C Notes plus (2)
for all other Tranches of Class C Notes, the sum of (a) the Nominal
Liquidation Amount of such Tranche of Class C Notes as of the close of
business on the last day of the immediately preceding Monthly Period, or with
respect to the first Monthly Period for any Tranche of Class C Notes, the
Initial Dollar Principal Amount of such Tranche of Class C Notes plus (b) the
aggregate amount of any increase in the Nominal Liquidation Amount of such
Tranche of Class C Notes due to (x) the issuance of additional Class C Notes
of such Tranche during such Monthly Period or (y) the accretion of principal
on such Tranche of Class C ONEseries Discount Notes during such Monthly Period
and the denominator of which is the numerator of the ONEseries Principal
Allocation Percentage for such Monthly Period.
"Class C Note" means a ONEseries Note specified in the
applicable Terms Document as belonging to Class C.
"Class C Reserve Account" means the trust bank account
designated as such and established pursuant to subsection 5.01(a).
"Closing Date" means May 1, 2002.
"Collateral" has, with respect to Asset Pool One, the
meaning specified in the Granting Clause of the Asset Pool One Supplement.
"Collateral Agent" has the meaning specified in the Asset
Pool One Supplement.
"Collateral Certificate" has the meaning specified in the
Indenture.
"Collection Account" has the meaning specified in the Asset
Pool One Supple ment.
"Controlled Accumulation Amount" means, with respect to any
Monthly Period for any Tranche of ONEseries Notes, the amount defined in the
applicable Terms Document for such Tranche of ONEseries Notes; provided,
however, that if the Accumulation Period Length with respect to such Tranche
is determined to be less than twelve (12) months pursuant to subsection
3.12(b)(ii), the Controlled Accumulation Amount for such Tranche of ONEseries
Notes will be equal to (x) the Initial Dollar Principal Amount of such Tranche
of ONEseries Notes, divided by (y) the Accumulation Period Length.
"Default Amount" has the meaning specified in the Transfer
and Servicing Agreement.
"Derivative Agreement" has the meaning specified in the
Indenture.
"Derivative Counterparty" has the meaning specified in the
Indenture or, with respect to any Class or Tranche of ONEseries Notes, shall
be the entity identified in the applica ble Terms Document for such Class or
Tranche of ONEseries Notes.
"Determination Date" has the meaning specified in the Asset
Pool One Supple ment.
"Discount Notes" has the meaning specified in the Indenture.
"Dollar" has the meaning specified in the Indenture.
"Early Amortization Event" means, with respect to a Series,
Class or Tranche of ONEseries Notes, the events specified in Section 4.01
hereof and Section 11.01 of the Indenture.
"Event of Default" has the meaning specified in the
Indenture.
"Excess Funding Account" has the meaning specified in the
Asset Pool One Supplement.
"Excess Funding Amount" has the meaning specified in the
Asset Pool One Supplement.
"Excess Spread Percentage" means, with respect to the
ONEseries, as determined on each Determination Date, the amount, if any, by
which the Portfolio Yield for the related Monthly Period exceeds the Base Rate
for such Monthly Period.
"Finance Charge Collections" has the meaning specified in
the Transfer and Servicing Agreement.
"First Note Transfer Date" has the meaning specified in the
Asset Pool One Supplement.
"Fitch" has the meaning specified in the Transfer and
Servicing Agreement.
"Floating Allocation Percentage" means, with respect to the
ONEseries Notes, the ONEseries Floating Allocation Percentage and has, with
respect to any other Series of Asset Pool One Notes, the meaning specified in
the applicable Indenture Supplement for such Series of Asset Pool One Notes.
"Foreign Currency" has the meaning specified in the
Indenture.
"Holder" has the meaning specified in the Indenture.
"Indenture" means the Indenture, dated as of May 1, 2002,
between the Issuer and the Indenture Trustee, as the same may be amended,
supplemented, restated or otherwise modified from time to time.
"Initial Dollar Principal Amount" has the meaning specified
in the Indenture.
"Interest-bearing Note" has the meaning specified in the
Indenture.
"Interest Funding Account" means the trust bank account
designated as such and established pursuant to subsection 5.01(a).
"Interest Funding Sub-Account" means each Sub-Account to the
Interest Funding Account established pursuant to subsection 5.01(a).
"Interest Funding Sub-Account Earnings" means, with respect
to any Monthly Period and any Tranche of ONEseries Notes and the related
Interest Funding Sub-Account, as determined on the related Determination Date,
the investment earnings on funds in such Interest Funding Sub-Account (net of
investment expenses and losses) for the period from and including the Business
Day preceding the Monthly Interest Accrual Date for such Tranche of ONEseries
Notes in such Monthly Period to but excluding the Business Day preceding the
Monthly Interest Accrual Date for such Tranche of ONEseries Notes in the
immediately succeeding Monthly Period.
"Interest Payment Date" has, with respect to any Class or
Tranche of ONEseries Notes, the meaning specified in the applicable Terms
Document for such Class or Tranche of ONEseries Notes.
"Invested Amount" has the meaning specified in the Asset
Pool One Supplement.
"Investor Charge-Off" means, with respect to the First Note
Transfer Date in each Monthly Period, the aggregate amount, if any, by which
the ONEseries Default Amount, if any, for the preceding Monthly Period exceeds
the ONEseries Available Finance Charge Collections for such Monthly Period
available after giving effect to clauses (a) and (b) of Section 3.02.
"Issuance Proceeds" means, with respect to any Class or
Tranche of ONEseries Notes, the proceeds of the sale of ONEseries Notes with
respect to such Class or Tranche pursuant to the Indenture.
"Issuer" has the meaning specified in the preamble hereto.
"Legal Maturity Date" has, with respect to any Class or
Tranche of ONEseries Notes, the meaning specified in the applicable Terms
Document for such Class or Tranche of ONEseries Notes.
"Master Owner Trust Servicer Default" means a "Servicer
Default" as defined in the Transfer and Servicing Agreement.
"Master Trust" has the meaning specified in the Indenture.
"Monthly Interest Accrual Date" means, with respect to any
Class or Tranche of ONEseries Notes:
(a) each Interest Payment Date for such Class or Tranche of
ONEseries Notes, and
(b) for any Monthly Period in which no Interest Payment Date
occurs for such Class or Tranche of ONEseries Notes, the date in such Monthly
Period corresponding numeri cally to the next Interest Payment Date for such
Class or Tranche of ONEseries Notes (or, if such Interest Payment Date is
later than it otherwise would be because such Interest Payment Date would have
fallen on a day that is not a Business Day, the date in such Monthly Period
corre sponding numerically to the date on which the Interest Payment Date
would have fallen had it been a Business Day for such Class or Tranche of
ONEseries Notes), or as otherwise specified in the applicable Terms Document
for such Class or Tranche of ONEseries Notes; provided, however, that:
(i) for the Monthly Period in which a Class or
Tranche of ONEseries Notes is issued, the date of issuance of such
Class or Tranche of ONEseries Notes will be the first Monthly
Interest Accrual Date for such Monthly Period for such Class or
Tranche of ONEseries Notes,
(ii) any date on which proceeds from a sale of
Collateral following an Event of Default and acceleration of any
Class or Tranche of ONEseries Notes are deposited into the Interest
Funding Sub-Account for such Class or Tranche of ONEseries Notes will
be a Monthly Interest Accrual Date for such Class or Tranche of
ONEseries Notes,
(iii) if there is no numerically corresponding date
in such Monthly Period, then the Monthly Interest Accrual Date will
be the last Business Day of such Monthly Period, and
(iv) if such numerically corresponding date in such
Monthly Period is not a Business Day, the Monthly Interest Accrual
Date will be the next following Business Day (unless such Business
Day would fall in the following Monthly Period in which case the
Monthly Interest Accrual Date will be the last Business Day of such
earlier Monthly Period).
"Monthly Period" has the meaning specified in the Indenture.
"Monthly Principal Accrual Date" means, with respect to any
Class or Tranche of ONEseries Notes:
(a) for any Monthly Period in which a Scheduled Principal
Payment Date for such Class or Tranche of ONEseries Note occurs, such
Scheduled Principal Payment Date, and
(b) for any Monthly Period in which no Scheduled Principal
Payment Date occurs for such Class or Tranche of ONEseries Notes, the
date in such Monthly Period corre sponding numerically to the
Scheduled Principal Payment Date (or, if the Scheduled Principal
Payment Date is later than it otherwise would be because the
Scheduled Principal Payment Date would have fallen on a day that is
not a Business Day, the date in such Monthly Period corre sponding
numerically to the date on which the Scheduled Principal Payment Date
would have fallen had it been a Business Day for such Class or
Tranche of ONEseries Notes); provided, however, that:
(i) any date on which Prefunding Excess Amounts are released
from any Principal Funding Account or applicable Principal Funding
Sub-Account on or after the Scheduled Principal Payment Date for such
Class or Tranche of ONEseries Notes will be a Monthly Principal
Accrual Date for such Class or Tranche of ONEseries Notes,
(ii) any date on which proceeds from a sale of Collateral
following an Event of Default and acceleration of any Class or
Tranche of ONEseries Notes are deposited into the Principal Funding
Account or applicable Principal Funding Sub-Account for such Class or
Tranche of ONEseries Notes will be a Monthly Principal Accrual Date
for such Class or Tranche of ONEseries Notes,
(iii) if there is no numerically corresponding date in such
Monthly Period, then the Monthly Principal Accrual Date will be the
last Business Day of such Monthly Period, and
(iv) if such numerically corresponding date in such Monthly
Period is not a Business Day, the Monthly Principal Accrual Date will
be the next following Business Day (unless such Business Day would
fall in the following month in which case the Monthly
Principal Accrual Date will be the last Business Day of such
earlier Monthly Period).
"Moody's" has the meaning specified in the Transfer and
Servicing Agreement.
"Note" or "Notes" has the meaning specified in the
Indenture.
"Nominal Liquidation Amount" means, with respect to any
Tranche of ONEseries Notes, the amount calculated pursuant to Section 3.18 of
this Indenture Supplement. The Nominal Liquidation Amount of a Class of
ONEseries Notes will be the sum of the Nominal Liquidation Amounts of all the
Tranches of ONEseries Notes of such Class. The Nominal Liquidation Amount of
the ONEseries will be the sum of the Nominal Liquidation Amounts of all of the
Tranches of ONEseries Notes.
"Nominal Liquidation Amount Deficit" means, with respect to
any Tranche of ONEseries Notes, the excess of the Adjusted Outstanding Dollar
Principal Amount of that Tranche over the Nominal Liquidation Amount of that
Tranche.
"Note Rating Agency" has the meaning specified in the
Indenture.
"Note Transfer Date" has the meaning specified in the Asset
Pool One Supple ment.
"Noteholder" has the meaning specified in the Indenture.
"Noteholder Percentage" means, with respect to the
ONEseries, for any Monthly Period, (a) with respect to Finance Charge
Collections, the Default Amount and the Asset Pool One Servicing Fee, the
ONEseries Floating Allocation Percentage and (b) with respect to Principal
Collections, the ONEseries Principal Allocation Percentage.
"Officer's Certificate" has the meaning specified in the
Indenture.
"ONEseries Available Finance Charge Collections" has the
meaning specified in Section 3.02.
"ONEseries Available Principal Collections" has the meaning
specified in Section 3.09.
"ONEseries Default Amount" means, with respect to any
Monthly Period, an amount equal to the product of (i) the ONEseries Floating
Allocation Percentage and (ii) the Asset Pool One Default Amount for such
Monthly Period.
"ONEseries Discount Note" means a ONEseries Note that
provides for an amount less than the Stated Principal Amount (but not less
than the Initial Dollar Principal Amount) thereof to be due and payable upon
the occurrence of an Early Amortization Event or mandatory redemption or the
occurrence of an Event of Default and the acceleration of such ONEseries Note,
in each case before the Scheduled Principal Payment Date of the applicable
ONEseries Note.
"ONEseries Dollar Note" means a ONEseries Note denominated
in Dollars.
"ONEseries Floating Allocation Percentage" means, with
respect to any Monthly Period, for the ONEseries Notes, a fraction, the
numerator of which is the sum of the Nominal Liquidation Amounts of all
Classes or Tranches of ONEseries Notes as of the last day of the preceding
Monthly Period (exclusive of (x) any Class or Tranche of ONEseries Notes which
will be paid in full during such Monthly Period and (y) any Class or Tranche
of ONEseries Notes which will have a Nominal Liquidation Amount of zero during
such Monthly Period), or with respect to the first Monthly Period for any
Class or Tranche of ONEseries Notes, the Initial Dollar Principal Amount of
such Class or Tranche plus the aggregate amount of any increase in the Nominal
Liquidation Amount of any Class or Tranche of ONEseries Notes due to (x) the
issuance of additional Notes of such Class or Tranche of ONEseries Notes
during such Monthly Period or (y) the accretion of principal on such Class or
Tranche of ONEseries Discount Notes during such Monthly Period or (z) the
release of Prefunding Excess Amounts (other than amounts that were deposited
into the applicable Principal Funding Sub-Account for such Class or Tranche of
ONEseries Notes during such Monthly Period) for such Class or Tranche of
ONEseries Notes from the applicable Principal Funding Sub-Account and the
denominator of which is equal to the greater of (a) the sum of (1) for each
Asset Pool One Collateral Certificate, the numerator used to calculate the
floating allocation percentage for that Collateral Certificate for the related
Monthly Period, plus (2) the Asset Pool One Average Principal Balance for such
Monthly Period plus (3) the Excess Funding Amount for Asset Pool One following
any deposit or withdrawal on the First Note Transfer Date in such Monthly
Period and (b) the sum of the numerators used to calculate the Noteholder
Percentages for the allocation of Asset Pool One Finance Charge Collections,
the Asset Pool One Default Amount or the Asset Pool One Servicing Fee, as
applicable, for all Series of Asset Pool One Notes for such Monthly Period.
"ONEseries Foreign Currency Note" means a ONEseries Note
denominated in a Foreign Currency.
"ONEseries Noteholders" shall mean the Holders of the
ONEseries Notes.
"ONEseries Notes" means the Series of Notes (as defined in
the Indenture) issued pursuant to the Indenture, the principal terms of which
are set forth in this Indenture Supplement.
"ONEseries Principal Allocation Percentage" means, with
respect to any Monthly Period, for the ONEseries Notes, a fraction, the
numerator of which is equal to the sum of (1) for all Classes or Tranches of
ONEseries Notes in an Amortization Period (exclusive of (x) any Class or
Tranche of ONEseries Notes which will be paid in full during such Monthly
Period and (y) any Class or Tranche of ONEseries Notes which will have a
Nominal Liquidation Amount of zero during such Monthly Period), the sum of the
Nominal Liquidation Amounts of all such Classes or Tranches of ONEseries Notes
as of the close of business on the day prior to the commencement of the most
recent Amortization Period for such Class or Tranche of the ONEseries plus (2)
for all other Classes or Tranches of ONEseries Notes Outstanding the sum of
(a) the Nominal Liquidation Amount of such Classes or Tranches of ONEseries
Notes, as of the close of business on the last day of the immediately
preceding Monthly Period, or with respect to the first Monthly Period for any
Class or Tranche of ONEseries Notes, the Initial Dollar Principal Amount of
such Class or Tranche plus (b) the aggregate amount of any increase in the
Nominal Liquidation Amount of such Class or Tranche of ONEseries Notes due to
(x) the issuance of additional Notes of such Class or Tranche of ONEseries
Notes during such Monthly Period or (y) the accretion of principal on such
Class or Tranche of ONEseries Discount Notes during such Monthly Period or (z)
the release of Prefunding Excess Amounts (other than amounts that were
deposited into the applicable Principal Funding Sub-Account for such Class or
Tranche of ONEseries Notes during such Monthly Period) for such Class or
Tranche of ONEseries Notes from the Principal Funding Account or applicable
Principal Funding Sub-Account and the denominator of which is equal to the
greater of (a) the sum of (1) for each Asset Pool One Collateral Certificate,
the numerator used to calculate the principal allocation percentage for that
Collateral Certificate for the related Monthly Period, plus (2) the Asset Pool
One Average Principal Balance for such Monthly Period plus (3) the Excess
Funding Amount for Asset Pool One following any deposit or withdrawal on the
First Note Transfer Date in such Monthly Period and (b) the sum of the
numerators used to calculate the Noteholder Percentages for the allocation of
Asset Pool One Principal Collections for all Series of Asset Pool One Notes
for such Monthly Period.
"ONEseries Servicing Fee" means, with respect to any Monthly
Period, the product of (i) the Asset Pool One Servicing Fee for such Monthly
Period and (ii) the ONEseries Floating Allocation Percentage for such Monthly
Period.
"ONEseries Servicing Fee Percentage" means, with respect to
any Monthly Period, the annualized percentage equivalent of a fraction, the
numerator of which is the ONEseries Servicing Fee for such Monthly Period and
the denominator of which is the Nominal Liquidation Amount used in the
calculation of the ONEseries Floating Allocation Percentage for such Monthly
Period.
"Outstanding" has the meaning specified in the Indenture.
"Outstanding Dollar Principal Amount" has the meaning
specified in the Indenture.
"Paying Agent" has the meaning specified in the Indenture.
"Performing" has the meaning specified in the Indenture.
"Permitted Investments" has the meaning specified in the
Indenture.
"Person" has the meaning specified in the Indenture.
"Pooling and Servicing Agreement" has the meaning specified
in the Indenture.
"Portfolio Yield" means, for any Monthly Period, the
annualized percentage equivalent of a fraction:
(1) the numerator of which is equal to the sum of:
(a) Asset Pool One Finance Charge Collections allocated to
the ONEseries and Dollar payments received under Derivative Agreements in
respect of ONEseries Notes for interest with respect to such Monthly Period;
plus
(b) the investment earnings on amounts on deposit in the
Collection Account and the Excess Funding Account allocated to the ONEseries
for such Monthly Period; plus
(c) the aggregate amount of Interest Funding Sub-Account
Earnings for all Tranches of ONEseries Notes for such Monthly Period; plus
(d) any amounts to be treated as ONEseries Available Finance
Charge Collections remaining in any Interest Funding Sub-Account after a sale
of Collateral during such Monthly Period as described in subsection
3.05(c)(ii), subsection 3.22(c)(ii) and subsection 3.22(d); minus
(e) the aggregate of (i) the excess, if any, of the sum of
the Principal Funding Sub-Account Earnings Shortfalls for all Tranches of
ONEseries Notes for such Monthly Period over (ii) the Segregated ONEseries
Finance Charge Collections for the ONEseries Notes for such Monthly Period
available to cover such shortfalls pursuant to subsection 3.05(a) and Section
3.30; minus
(f) the ONEseries Default Amount for such Monthly Period;
and
(2) the denominator of which is the numerator used in the calculation
of the ONEseries Floating Allocation Percentage for such Monthly Period.
"Prefunding Excess Amount" means, with respect to any
Tranche of a Senior Class of ONEseries Notes for any date, after giving effect
to all issuances, allocations, deposits and payments with respect to that
date, the aggregate amount on deposit in the Principal Funding Sub-Account of
such Tranche of ONEseries Notes that is in excess of the aggregate amount
targeted to be on deposit in such Principal Funding Sub-Account pursuant to
Section 3.12.
"Prefunding Target Amount" means, with respect to the Class
A Notes and the Class B Notes, the amount calculated pursuant to Section 3.23.
"Principal Collections" has the meaning specified in the
Transfer and Servicing Agreement.
"Principal Funding Account" means the trust bank account
designated as such and established pursuant to subsection 5.01(a).
"Principal Funding Sub-Account" means, each Sub-Account to
the Principal Funding Account established pursuant to subsection 5.01(a).
"Principal Funding Sub-Account Earnings" means, with respect
to any Monthly Period and any Tranche of ONEseries Notes and the applicable
Principal Funding Sub-Account, as determined on the related Determination
Date, the investment earnings on funds in such Principal Funding Sub-Account
(net of investment expenses and losses), for the applicable Principal Funding
Sub-Account Earnings Accrual Period.
"Principal Funding Sub-Account Earnings Accrual Period"
means, with respect to any Monthly Period and any Tranche of ONEseries Notes,
beginning with the date the balance in the applicable Principal Funding
Sub-Account for such Tranche of ONEseries Notes exceeds zero and continuing
for so long as there is a positive balance in the applicable Principal Funding
Sub-Account for such Tranche of ONEseries Notes:
(a) in the case of (i) a Tranche of ONEseries Dollar
Interest-bearing Notes with no Derivative Agreement, (ii) a Tranche of
ONEseries Notes with a Performing Derivative Agreement for interest or (iii) a
Tranche of ONEseries Notes with a non-Performing Derivative Agreement for
interest, the period from and including the Business Day preceding the Monthly
Interest Accrual Date for such Tranche of ONEseries Notes in such Monthly
Period to but excluding the Business Day preceding the Monthly Interest
Accrual Date for such Tranche of ONEseries Notes in the immediately succeeding
Monthly Period; and
(b) in the case of a Tranche of ONEseries Discount Notes,
the period from and including the Business Day preceding the Monthly Principal
Accrual Date for such Tranche of ONEseries Notes in such Monthly Period to but
excluding the Business Day preceding the Monthly Principal Accrual Date for
such Tranche of ONEseries Notes in the immediately succeeding Monthly Period.
"Principal Funding Sub-Account Earnings Shortfall" means,
with respect to any Monthly Period and any Tranche of ONEseries Notes and the
applicable Principal Funding Sub- Account, as determined on the related
Determination Date, (a) the Principal Funding Sub- Account Earnings Target for
such Tranche of ONEseries Notes for such Monthly Period, minus (b) the
Principal Funding Sub-Account Earnings for such Monthly Period; provided,
however, in no event shall the Principal Funding Sub-Account Earnings
Shortfall be less than zero; provided, further, that the Principal Funding
Sub-Account Earnings Shortfall for the first Principal Funding Sub-Account
Earnings Accrual Period for any Tranche of ONEseries Notes, with respect to
such Monthly Period, shall be zero.
"Principal Funding Sub-Account Earnings Target" means, with
respect to any Monthly Period and any Tranche of ONEseries Notes and the
applicable Principal Funding Sub- Account as determined on the related
Determination Date, the Dollar amount of interest that would have accrued on
funds in such Principal Funding Sub-Account for the applicable Principal
Funding Sub-Account Earnings Accrual Period for such Tranche of ONEseries
Notes if it had borne interest at the following rates:
(a) in the case of a Tranche of ONEseries Dollar
Interest-bearing Notes with no Derivative Agreement for interest, at the rate
of interest applicable to that Tranche for the applicable Principal Funding
Sub-Account Earnings Accrual Period;
(b) in the case of a Tranche of ONEseries Discount Notes, at
the rate of accretion (converted to an accrual rate) of that Tranche for the
applicable Principal Funding Sub- Account Earnings Accrual Period;
(c) in the case of a Tranche of ONEseries Notes with a
Performing Derivative Agreement for interest, at the rate at which payments by
the Issuer to the applicable Derivative Counterparty accrue (prior to the
netting of such payments, if applicable) for the applicable Principal Funding
Sub-Account Earnings Accrual Period; and
(d) in the case of a Tranche of ONEseries Notes with a
non-Performing Derivative Agreement for interest, at the rate specified in the
related Terms Document for the applicable Principal Funding Sub-Account
Earnings Accrual Period.
More than one of the aforementioned rates of interest may be applicable to
amounts on deposit in a Principal Funding Sub-Account for a Tranche of
ONEseries Notes.
"Principal Payment Date" has the meaning specified in the
Indenture.
"Qualified Bank Account" has the meaning specified in the
Indenture.
"Qualified Institution" has the meaning specified in the
Indenture.
"Ratings Effect" has the meaning specified in the Indenture.
"Receivables" has the meaning specified in the Transfer and
Servicing Agreement.
"Remaining Series Available Principal Collections Shortfall"
means, with respect to any Monthly Period as determined on the related
Determination Date, (1) with respect to the ONEseries, the excess, if any, of
(x) the Series Available Principal Collections Shortfall, for such Monthly
Period, over (y) the Shared Excess Available Principal Collections from other
Series of Asset Pool One Notes allocated to the ONEseries pursuant to Section
3.28 for such Monthly Period and (2) with respect to any other Series of Asset
Pool One Notes , the amount set forth in the applicable Indenture Supplement
for such Monthly Period.
"Required Excess Spread Percentage" means 0%; provided,
however, that the Issuer may, from time to time, change such percentage (which
will never be less than zero) (i) upon written notice to the Indenture
Trustee, (ii) upon prior written confirmation from the Note Rating Agencies
that a Ratings Effect will not occur with respect to such change and (iii)
provided the Issuer reasonably believes, as evidenced by an Officer's
Certificate delivered to the Indenture Trustee, that such change will not have
an Adverse Effect.
"Required Subordinated Amount" means, with respect to any
Tranche of a Senior Class of ONEseries Notes, the aggregate Nominal
Liquidation Amount of a Subordinated Class of ONEseries Notes, as specified in
the applicable Terms Document for such Tranche of the Senior Class, that is
required to be Outstanding and available on any date in each Monthly Period
during which the Senior Class is Outstanding.
"Revolving Period" means, with respect to any Class or
Tranche of ONEseries Notes, each Monthly Period that is not part of the
Amortization Period for that Class or Tranche of ONEseries Notes.
"Sales Proceeds" means, with respect to any Class or Tranche
of ONEseries Notes, the proceeds of the sale of Collateral with respect to
such Class or Tranche of ONEseries Notes pursuant to Section 3.22.
"Scheduled Principal Payment Date" has, with respect to any
Class or Tranche of ONEseries Notes, the meaning specified in the applicable
Terms Document for such Class or Tranche of ONEseries Notes.
"Segregated ONEseries Finance Charge Collections" means,
with respect to any Monthly Period for any Tranche of ONEseries Notes with a
Principal Funding Sub-Account Earnings Shortfall greater than zero for such
Monthly Period, the product of (A) the Transferor Finance Charge Collections
for such Monthly Period and (B) the percentage equivalent of a fraction (i)
the numerator of which is the amount of funds in the Principal Funding
Sub-Account for such Tranche of ONEseries Notes at the close of business on
the last day of such Monthly Period and (ii) the denominator of which is equal
to the greater of (a) the aggregate amount of funds in the Principal Funding
Sub-Account for all Tranches of ONEseries Notes with a Principal Funding
Sub-Account Earnings Shortfall greater than zero for such Monthly Period at
the close of business on the last day of such Monthly Period and (b) the
denominator used in calculating the ONEseries Floating Allocation Percentage
for such Monthly Period minus the sum of the numerators used in calculating
the Noteholder Percentages for the allocation of Asset Pool One Finance Charge
Collections for all Series of Asset Pool One Notes for such Monthly Period.
"Senior Class" means (a) with respect to the Class B Notes,
the Class A Notes, and (b) with respect to the Class C Notes, the Class A
Notes and/or Class B Notes.
"Series" has the meaning specified in the Indenture and,
when used with respect to the Series of Notes issued pursuant to this
Indenture Supplement, means the ONEseries.
"Series Available Finance Charge Collections Shortfall"
means, with respect to any Monthly Period as determined on the related
Determination Date, (1) with respect to the ONEseries, the excess, if any, of
(a) the aggregate amount targeted to be paid or applied pursuant to
subsections 3.02(a) through (f) over (b) the ONEseries Available Finance
Charge Collections (excluding any amounts to be treated as ONEseries Available
Finance Charge Collections pursuant to Section 3.27) with respect to such
Monthly Period and (2) with respect to any other Series, the amount set forth
in the applicable Indenture Supplement for such Monthly Period; provided,
however, that the Issuer, when authorized by an Officer's Certificate, may
amend or otherwise modify this definition of Series Available Finance Charge
Collections Shortfall provided the Note Rating Agencies confirm in writing
that the amendment or modification will not cause a Ratings Effect with
respect to any Outstanding ONEseries Notes.
"Series Available Principal Collections Shortfall" means,
with respect to any Monthly Period as determined on the related Determination
Date, (1) with respect to the ONEseries, the excess, if any, of (a) the
aggregate amount targeted to be paid or applied pursuant to subsection 3.09(e)
over (b) the ONEseries Available Principal Collections (excluding any
amounts to be treated as ONEseries Available Principal Collections pursuant to
Section 3.28 and any amounts to be applied in accordance with Section 3.29)
with respect to such Monthly Period remaining after application pursuant to
subsection 3.09(a) through (d) and (2) with respect to any other Series of
Asset Pool One Notes, the amount set forth in the applicable Indenture Supple
ment for such Monthly Period; provided, however, that the Issuer, when
authorized by an Officer's Certificate, may amend or otherwise modify this
definition of Series Available Principal Collections Shortfall provided the
Note Rating Agencies confirm in writing that the amendment or modification
will not cause a Ratings Effect with respect to any Outstanding ONEseries
Notes.
"Servicer" has the meaning specified in the Transfer and
Servicing Agreement.
"Shared Excess Available Finance Charge Collections" means,
with respect to any Monthly Period as determined on the related Determination
Date, with respect to any Series of Notes in Shared Excess Available Finance
Charge Collections Group A, the sum of (i) the amount of ONEseries Available
Finance Charge Collections with respect to such Monthly Period, available
after application in accordance with subsections 3.02(a) through (f) and (ii)
the Finance Charge Collections remaining after all required payments and
deposits from all other Series identified as belonging to Shared Excess
Available Finance Charge Collections Group A which the applicable Indenture
Supplements for such Series specify are to be treated as "Shared Excess
Available Finance Charge Collections."
"Shared Excess Available Finance Charge Collections Group"
has the meaning specified in the Indenture.
"Shared Excess Available Finance Charge Collections Group A"
means the Shared Excess Available Finance Charge Collections Group to which
the ONEseries has been designated for inclusion under subsection 3.27(a).
"Shared Excess Available Finance Charge Collections Series"
has the meaning specified in the Indenture.
"Shared Excess Available Principal Collections" means, with
respect to any Monthly Period as determined on the related Determination Date,
the sum of (i) with respect to the ONEseries, the amount of ONEseries
Available Principal Collections (excluding any amounts to be treated as
ONEseries Available Principal Collections pursuant to Section 3.28 and any
amounts applied pursuant to Section 3.29) for such Monthly Period available
after applica tion in accordance with subsections 3.09(a) through (e), (ii)
with respect to any other Series of Asset Pool One Notes, the Asset Pool One
Principal Collections allocated to other Series of Notes in Asset Pool One
remaining after all required payments and deposits, which the applica ble
Indenture Supplements for such Series specify are to be treated as "Shared
Excess Available Principal Collections" and (iii) the Excess Funding Amount
for Asset Pool One (following any deposit or withdrawal made during such
Monthly Period).
"Spot Exchange Rate" has the meaning specified in the
related Terms Document.
"Standard & Poor's" has the meaning specified in the
Transfer and Servicing Agreement.
"Stated Principal Amount" has, with respect to any Class or
Tranche of ONEseries Notes, the meaning specified in the related Terms
Document for such Class or Tranche.
"Sub-Account" has the meaning specified in the Indenture or
the Asset Pool One Supplement.
"Subordinated Class" means (a) with respect to the Class A
Notes, the Class B Notes and/or Class C Notes and (b) with respect to the
Class B Notes, the Class C Notes.
"Supplemental Bank Account" has the meaning specified in the
Indenture.
"Targeted Interest Deposit Amount" means, with respect to
the ONEseries Notes for any Note Transfer Date, the aggregate amount targeted
to be deposited in the Interest Funding Account pursuant to Section 3.03 for
such Note Transfer Date.
"Targeted Principal Deposit Amount" means, with respect to
the ONEseries Notes for any Note Transfer Date, the aggregate amount targeted
to be deposited in the Principal Funding Account pursuant to Section 3.12 for
such Note Transfer Date.
"Terms Document" has the meaning specified in the Indenture.
"Tranche" has the meaning specified in the Indenture.
"Transfer and Servicing Agreement" means the Transfer and
Servicing Agree ment, dated as of May 1, 2002, among First USA Bank, National
Association, as transferor, servicer and administrator, the Issuer, and Xxxxx
Fargo Bank Minnesota, National Association, as Indenture Trustee and
Collateral Agent, as amended, supplemented or otherwise modified from time to
time.
"Transfer Restriction Event" has the meaning specified in
the Transfer and Servicing Agreement.
"Transferor" has the meaning specified in the Transfer and
Servicing Agreement.
"Transferor Finance Charge Collections" means, with respect
to any Monthly Period, the product of (x) the Asset Pool One Transferor
Percentage and (y) the sum of (i) the Asset Pool One Finance Charge
Collections for such Monthly Period and (ii) the investment earnings for such
Monthly Period on amounts on deposit in the Collection Account and the Excess
Funding Account established for the benefit of all Asset Pool One Notes.
"Trust Agreement" has the meaning specified in the Transfer
and Servicing Agreement.
Section 1.02 Governing Law. THIS INDENTURE SUPPLEMENT WILL
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
DELAWARE WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PAR TIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.
Section 1.03 Counterparts. This Indenture Supplement may be
executed in any number of counterparts, each of which so executed will be
deemed to be an original, but all such counterparts will together constitute
but one and the same instrument.
Section 1.04 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.
[END OF ARTICLE I]
ARTICLE II
The ONEseries Notes
Section 2.01 Creation and Designation.
(a) There is hereby created a Series of Notes to be issued
pursuant to the Indenture and this Indenture Supplement to be known as "Bank
One Issuance Trust, ONEseries" or the "ONEseries." The ONEseries is a
multi-tranche Series that will be issued in three Classes, the first of which
shall be known as the "ONEseries Class A Notes," which notes shall belong to
Class A; the second of which shall be known as the "ONEseries Class B Notes,"
which notes shall belong to Class B; and the third of which shall be known as
the "ONEseries Class C Notes," which notes shall belong to Class C. Each Class
of ONEseries Notes may consist of one or more Tranches.
(b) The ONEseries Notes shall be secured by the Collateral
in Asset Pool One. The ONEseries shall be a Shared Excess Available Finance
Charge Collections Series and shall be included in Shared Excess Available
Finance Charge Collections Group A. The ONEseries shall not be in any other
Group (as defined in the Indenture). The ONEseries shall not be subordinated
to any other Series of Notes secured by Asset Pool One.
(c) Notwithstanding the allocation provisions of the
Indenture, the Asset Pool One Supplement, each additional Asset Pool
Supplement, this Indenture Supplement and the indenture supplements for each
other Series of Notes, if any, to the extent that the ONEseries Noteholders
are deemed to have any interest in any assets of the Issuer allocated to other
Notes, the ONEseries Noteholders shall agree by acceptance of their ONEseries
Notes that their interest in those assets is subordinate to claims or rights
of such other Noteholders to those other assets. Further, the ONEseries
Noteholders shall agree by acceptance of their ONEseries Notes that such
agreement constitutes a subordination agreement for purposes of Section 510(a)
of the Bankruptcy Code.
Section 2.02 New Issuances of ONEseries Notes. The Issuer
may issue new Tranches of ONEseries Notes (including additional ONEseries
Notes of an Outstanding Tranche), so long as the following conditions
precedent are satisfied:
(i) on or before the date that the new issuance is
to occur, the Issuer will have delivered to the Indenture Trustee and
each Note Rating Agency a Terms Document relating to the applicable
Tranche of ONEseries Notes;
(ii) if the issuance of ONEseries Notes results in
an increase in the targeted deposit amount for any Class C Reserve
Sub-Account for any Tranche of Class C
Notes, on such issuance date the Issuer will have funded such
increase with a cash deposit to the Class C Reserve Sub-Account for
such Tranche of Class C Notes;
(iii) the conditions specified in Section 3.10 of
the Indenture and Section 2.03 of this Indenture Supplement, as
applicable, are satisfied; and
(iv) any other conditions specified in the related
Terms Document.
Section 2.03 Required Subordinated Amount Conditions to
Issuance of a Tranche of a Senior Class of ONEseries Notes.
(a) Class A Required Subordinated Amount of Class B Notes.
On the issuance date of a Tranche of Class A Notes, immediately after giving
effect to such issuance, the available subordinated amount of Class B Notes
for such Tranche of Class A Notes must be at least equal to the Class A
Required Subordinated Amount of Class B Notes for such Tranche of Class A
Notes. For purposes of this Section 2.03, the available subordinated amount of
Class B Notes for such Tranche of Class A Notes as of any date means:
(i) the aggregate Nominal Liquidation Amount of all
Outstanding Tranches of Class B Notes on that date, after giving
effect to any issuances, deposits, allocations, reallocations or
payments to be made on that date; plus
(ii) the aggregate amount of all Class A Usage of
Class B Required Subordinated Amount by any Outstanding Tranche of
Class A Notes on that date, after giving effect to any issuances,
deposits, allocations, reallocations or payments to be made on that
date; minus
(iii) the aggregate amount of the Class A Required
Subordinated Amount of Class B Notes for all other Tranches of
Outstanding Class A Notes on that date, after giving effect to any
issuances, deposits, allocations, reallocations or payments with
respect to Class A Notes to be made on that date.
(b) Class A Required Subordinated Amount of Class C Notes.
On the issuance date of a Tranche of Class A Notes, immediately after giving
effect to such issuance, the available subordinated amount of Class C Notes
for such Tranche of Class A Notes must be at least equal to the Class A
Required Subordinated Amount of Class C Notes for such Tranche of Class A
Notes. For purposes of this Section 2.03, the available subordinated amount of
Class C Notes for such Tranche of Class A Notes as of any date means:
(i) the aggregate Nominal Liquidation Amount of all
Outstanding Tranches of Class C Notes on that date, after giving
effect to any issuances, deposits, allocations, reallocations or
payments to be made on that date; plus
(ii) the aggregate amount of all Class A Usage of
Class C Required Subordinated Amount by any Outstanding Tranche of
Class A Notes on that date, after giving effect to any issuances,
deposits, allocations, reallocations or payments to be made on that
date; minus
(iii) the aggregate amount of Class A Required
Subordinated Amount of Class C Notes for all other Tranches of
Outstanding Class A Notes on that date, after giving effect to any
issuances, deposits, allocations, reallocations or payments to be
made on that date.
(c) Class B Required Subordinated Amount of Class C Notes.
On the issuance date of a Tranche of Class B Notes, immediately after giving
effect to such issuance, the available subordinated amount of Class C Notes
for such Tranche of Class B Notes must be at least equal to the Class B
Required Subordinated Amount of Class C Notes for such Tranche of Class B
Notes. For purposes of this Section 2.03, the available subordinated amount of
Class C Notes for such Tranche of Class B Notes as of any date means:
(i) the aggregate Nominal Liquidation Amount of all
Outstanding Tranches of Class C Notes on that date, after giving
effect to any issuances, deposits, allocations, reallocations or
payments to be made on that date; plus
(ii) the sum of (x) the aggregate amount of all
Class B Usage of Class C Required Subordinated Amount by any
Outstanding Tranche of Class B Notes on that date and (y) the
aggregate amount of Class A Usage of Class C Required Subordinated
Amount by any Outstanding Tranche of Class A Notes with a Class A
Required Subordi nated Amount of Class B Notes equal to zero, after
giving effect to any issuances, deposits, allocations, reallocations
or payments to be made on that date; minus
(iii) the sum of (x) the aggregate amount of Class
B Required Subordi nated Amount of Class C Notes for all other
Tranches of Outstanding Class B Notes on that date and (y) the
aggregate amount of Class A Required Subordinated Amount of Class C
Notes for all Outstanding Tranches of Class A Notes with a Class A
Required Subordinated Amount of Class B Notes equal to zero, after
giving effect to any issuances, deposits, allocations, reallocations
or payments to be made on that date.
(d) Alteration of the Required Subordinated Amount. The
Issuer shall be permitted to change the Required Subordinated Amount for any
Tranche of ONEseries Notes, or the method of computing the Required
Subordinated Amount at any time without the consent of Noteholders provided
the conditions specified in Section 3.11 of the Indenture are satisfied.
[END OF ARTICLE II]
ARTICLE III
Allocations, Deposits and Payments
Section 3.01 Allocations of Asset Pool One Finance Charge
Collections and the Asset Pool One Default Amount to the ONEseries Notes.
(a) With respect to each Monthly Period, the Collateral
Agent, at the written direction of the Servicer, shall allocate to the
ONEseries Notes or any Class or Tranche of ONEseries Notes an amount equal to
the product of (i) the ONEseries Floating Allocation Percentage and (ii) the
sum of the Asset Pool One Finance Charge Collections for such Monthly Period
and the investment earnings for such Monthly Period on amounts on deposit in
the Collection Account and the Excess Funding Account established for the
benefit of all Asset Pool One Notes.
(b) With respect to each Monthly Period, the Collateral
Agent, at the written direction of the Servicer, shall allocate to the
ONEseries Notes an amount equal to the ONEseries Default Amount for such
Monthly Period.
(c) With respect to each Monthly Period, the Collateral
Agent, at the written direction of the Servicer, shall allocate to the
ONEseries Notes an amount equal to the ONEseries Servicing Fee for such
Monthly Period.
Section 3.02 Allocations of ONEseries Available Finance
Charge Collections. With respect to each Monthly Period, the Indenture
Trustee, at the written direction of the Servicer, will apply an amount equal
to the sum of (i) Asset Pool One Finance Charge Collec tions allocated to the
ONEseries pursuant to subsection 3.01(a), (ii) any amounts to be treated as
ONEseries Available Finance Charge Collections pursuant to subsections 3.05(a)
and 3.22(d), (iii) any Shared Excess Available Finance Charge Collections from
other Series in Shared Excess Available Finance Charge Collections Group A
allocated to the ONEseries pursuant to Section 3.27 and (iv) any amounts to be
treated as ONEseries Available Finance Charge Collections pursuant to any
Terms Document (such amounts, the "ONEseries Available Finance Charge
Collections") as follows:
(a) first, on the applicable Note Transfer Date for each
Tranche of ONEseries Notes, to make the targeted deposits to the Interest
Funding Account pursuant to Section 3.03;
(b) second, on the First Note Transfer Date, to pay to the
Servicer the ONEseries Servicing Fee plus any previously due and unpaid
ONEseries Servicing Fee;
(c) third, on the First Note Transfer Date, to be treated as
ONEseries Available Principal Collections for application in accordance with
Section 3.09 in an amount equal to the ONEseries Default Amount for the
related Monthly Period;
(d) fourth, on the First Note Transfer Date, to be treated
as ONEseries Available Principal Collections pursuant to Section 3.07 for
application in accordance with Section 3.09 in an amount equal to the
aggregate Nominal Liquidation Amount Deficit, if any, of the ONEseries Notes;
(e) fifth, on the applicable Note Transfer Date for each
Tranche of Class C Notes, to make the targeted deposit to the Class C Reserve
Account, if any, pursuant to Section 3.24;
(f) sixth, on the applicable Note Transfer Date for each
Tranche of ONEseries Notes, to make any other payments or deposits required by
the Terms Documents of any Class or Tranche of ONEseries Notes;
(g) seventh, on the First Note Transfer Date, to be treated
as Shared Excess Available Finance Charge Collections for application in
accordance with Section 3.27; and
(h) eighth, on the First Note Transfer Date, to the
applicable Transferor.
Section 3.03 Targeted Deposits to the Interest Funding
Account. The deposit targeted pursuant to subsection 3.02(a) with respect to
any Monthly Period to be deposited to the Interest Funding Account on the
applicable Note Transfer Date in the following Monthly Period for each Tranche
of ONEseries Notes shall equal the sum of the following amounts. A single
Tranche of ONEseries Notes may be entitled to more than one of the following
targeted deposits. The targeted deposit with respect to any Monthly Period
shall also include any shortfall in the targeted deposit with respect to any
prior Monthly Period which has not been previously deposited.
(a) Interest Payments. The deposit targeted for any Tranche
of Outstanding Interest-bearing Notes with respect to any Monthly Period to be
deposited on the applicable Note Transfer Date will be equal to the amount of
interest accrued on the Outstanding Dollar Principal Amount of that Tranche of
ONEseries Notes during the period from and including the Monthly Interest
Accrual Date in such Monthly Period (or, in the case of the first Monthly
Interest Accrual Date with respect to that Tranche of ONEseries Notes, from
and including the date of issuance of that Tranche of ONEseries Notes) to but
excluding the Monthly Interest Accrual Date in the following Monthly Period.
(b) Amounts Owed to Derivative Counterparties. If a Tranche
of Outstanding ONEseries Dollar Notes or ONEseries Foreign Currency Notes that
has a Performing or non-Performing Derivative Agreement for interest provides
for a payment to the applicable Derivative Counterparty, the deposit targeted
for that Tranche of ONEseries Notes with respect to such Monthly Period to be
deposited on the applicable Note Transfer Date with respect to any payment to
the Derivative Counterparty will be specified in the applicable Terms Document
for such Tranche of ONEseries Notes.
(c) ONEseries Discount Notes. The deposit targeted for a
Tranche of Outstanding ONEseries Discount Notes for such Monthly Period will
be equal to the amount of accretion of principal of that Tranche of ONEseries
Notes from and including the Monthly Principal Accrual Date in such Monthly
Period (or in the case of the first Monthly Principal Accrual Date with
respect to that Tranche of ONEseries Notes, from and including the date of
issuance of that Tranche of ONEseries Notes) to but excluding the Monthly
Principal Accrual Date in the following Monthly Period.
(d) Specified Deposits. If the Terms Document for a Tranche
of ONEseries Notes specifies a deposit in addition to or different from the
deposits described above to be made to the Interest Funding Sub-Account for
that Tranche of ONEseries Notes, the deposit targeted for that Tranche of
ONEseries Notes with respect to such Monthly Period and the applicable Note
Transfer Date will be such specified amount.
(e) Additional Interest. Unless otherwise specified in the
applicable Terms Document, the deposit targeted for any Tranche of Outstanding
Notes that has accrued and overdue interest will include the interest accrued
on that overdue interest during the period from and including the prior
Monthly Interest Accrual Date to but excluding the current Monthly Interest
Accrual Date at the rate of interest applicable to the principal of such
Tranche during that period.
Section 3.04 Allocations of ONEseries Available Finance
Charge Collections to the Interest Funding Account and to the Interest Funding
Sub-Accounts. The aggregate amount to be deposited to the Interest Funding
Account pursuant to subsection 3.02(a) will, at the written direction of the
Servicer, be allocated, and a portion deposited, into the Interest Funding
Sub-Account for each Tranche of ONEseries Notes on the applicable Note
Transfer Date as follows:
(a) ONEseries Available Finance Charge Collections at Least
Equal to or Greater Than Targeted Amounts. If the amount of funds available
for a Monthly Period pursuant to Section 3.02 is at least equal to or greater
than the aggregate amount of the deposits and payments targeted by Section
3.03 with respect to such Monthly Period, then the full amount of each such
deposit and payment will be made to the applicable Interest Funding
Sub-Accounts.
(b) ONEseries Available Finance Charge Collections are Less
than Targeted Amounts. If the amount of funds available for a Monthly Period
pursuant to Section 3.02 is less than the aggregate amount of the deposits
targeted by Section 3.03 with respect to such Monthly Period, then the amount
available will be allocated to each Tranche of ONEseries Notes as follows:
(i) first, to each Tranche of Class A Notes pro
rata based on the ratio of (A) the aggregate amount of the deposits
targeted by Section 3.03 with respect to that Tranche of Class A
Notes, to (B) the aggregate amount of the deposits targeted by
Section 3.03 with respect to all Tranches of Class A Notes, and
(ii) second, to each Tranche of Class B Notes pro
rata based on the ratio of (A) the aggregate amount of the deposits
targeted by Section 3.03 with respect to that Tranche of Class B
Notes, to (B) the aggregate amount of the deposits targeted by
Section 3.03 with respect to all Tranches of Class B Notes, and
(iii) third, to each Tranche of Class C Notes pro
rata based on the ratio of (A) the aggregate amount of the deposits
targeted by Section 3.03 with respect to that Tranche of Class C
Notes, to (B) the aggregate amount of the deposits targeted by
Section 3.03 with respect to all Tranches of Class C Notes.
Section 3.05 Amounts to be Treated as ONEseries Available
Finance Charge Collections; Payments Received from Derivative Counterparties
for Interest in a Foreign Currency; Other Deposits to the Interest Funding
Sub-Accounts. The following deposits and payments will be made on the
following dates:
(a) Amounts to be Treated as ONEseries Available Finance
Charge Collec tions. In addition to Available Finance Charge Collections
allocated to the ONEseries pursuant to subsection 3.01(a), any Shared Excess
Available Finance Charge Collections from other Series in Shared Excess
Available Finance Charge Collections Group A pursuant to Section 3.27 and any
amounts to be treated as ONEseries Available Finance Charge Collections
pursuant to any Terms Document, the following amounts shall be treated as
ONEseries Available Finance Charge Collections for application in accordance
with this Article III with respect to any Monthly Period:
(i) Segregated ONEseries Finance Charge
Collections. The aggregate amount of Segregated ONEseries Finance
Charge Collections allocable to each Tranche of ONEseries Notes which
is used to cover the aggregate Principal Funding Sub-Account Earnings
Shortfall for each Tranche of ONEseries Notes pursuant to Section
3.30.
(ii) Dollar Payments from Derivative Counterparties
for Interest. Dollar payments received under Derivative Agreements
for interest for any Tranche of ONEseries Notes.
(iii) Sub-Account Earnings. The aggregate amount of
Principal Funding Sub-Account Earnings from all Principal Funding
Sub-Accounts and the aggregate amount of Interest Funding Sub-Account
Earnings from all Interest Funding Sub-Accounts.
(b) Foreign Currency Payments From Derivative Counterparties
for Interest. Payments received under Derivative Agreements for ONEseries
Notes with interest payable in a Foreign Currency will be applied as specified
in the applicable Terms Document.
(c) Other Deposits to the Interest Funding Sub-Accounts.
(i) Class C Reserve Account. Withdrawals made from
the Class C Reserve Account pursuant to subsection 3.25(a) will be
deposited into the applicable Interest Funding Sub-Account for the
applicable Tranche of Class C Notes on the applicable Note Transfer
Date for such Tranche of Class C Notes.
(ii) Sales Proceeds. Sales Proceeds received by the
Issuer pursuant to subsection 3.22(c)(ii) for any Tranche of
ONEseries Notes will be deposited into the applicable Interest
Funding Sub-Account on the date of receipt by the Issuer.
(iii) Other Amounts. The Terms Document for any
Tranche may include additional amounts which are to be deposited into
the applicable Interest Funding Sub-Account on each applicable Note
Transfer Date.
Section 3.06 Allocations of Reductions from Investor
Charge-Offs to the Nominal Liquidation Amount of Subordinated Classes. If
there is an Investor Charge-Off on any First Note Transfer Date, that
reduction will be allocated (and reallocated) on that date to each Tranche of
ONEseries Notes as set forth in this Section 3.06.
(a) Initially, the amount of such Investor Charge-Off will
be allocated to each Tranche of Outstanding ONEseries Notes pro rata based on
the ratio of the Nominal Liquidation Amount used for such Tranche in the
calculation of the ONEseries Floating Allocation Percent age for the
immediately preceding Monthly Period to the aggregate Nominal Liquidation
Amount used in the calculation of the ONEseries Floating Allocation Percentage
for such Monthly Period.
(b) Immediately afterwards, the amount of Investor
Charge-Offs allocated to the Class A Notes pursuant to clause (a) will be
reallocated to the Class C Notes subject to the limitations set forth in
clauses (c) and (e), and the amount of Investor Charge-Offs allocated to the
Class A Notes pursuant to clause (a) and not reallocated to the Class C Notes
due to the limitations set forth in clauses (c) and (e) will be reallocated to
the Class B Notes subject to the limitations set forth in clauses (c) and (e).
Immediately after giving effect to the preceding sentence, the aggregate
amount of Investor Charge-Offs allocated to the Class B Notes pursuant to
clause (a) or reallocated to the Class B Notes pursuant to the preceding
sentence will be reallocated to the Class C Notes subject to the limitations
set forth in clauses (d) and (e). Any amount of Investor Charge-Offs which
cannot be reallocated from a Senior Class to a Subordi nated Class due to the
limitations in clauses (c), (d) and (e) will reduce the Nominal Liquidation
Amount of the related senior Tranche of ONEseries Notes.
(c) (i) The reallocation in clause (b) of Investor
Charge-Offs from any Tranche of Class A Notes to the Class C Notes is subject
to the limitation that after giving effect to clause (a) and to such
reallocation from that Tranche of Class A Notes to the Class C Notes, that
Tranche's Class A Usage of Class C Required Subordinated Amount (computed
before giving effect to any reallocations of Investor Charge-Offs from any
Class B Notes and any reallocation of ONEseries Available Principal
Collections for such First Note Transfer Date) will not exceed that Tranche's
Class A Required Subordinated Amount of Class C Notes.
(ii) The reallocation in clause (b) of Investor
Charge-Offs from any Tranche of Class A Notes to the Class B Notes is
subject to the limitation that after giving effect to clause (a) and
to such reallocation from that Tranche of Class A Notes to the Class
B Notes, that Tranche's Class A Usage of Class B Required
Subordinated Amount (computed before giving effect to any
reallocations of ONEseries Available Principal Collections for such
First Note Transfer Date) will not exceed that Tranche's Class A
Required Subordinated Amount of Class B Notes.
(d) The reallocation in clause (b) of Investor Charge-Offs
from any Tranche of Class B Notes to the Class C Notes is subject to
the limitation that after giving effect to clause (a) and such
reallocation from that Tranche of Class B Notes and reallocations
from any Tranche of Class A Notes to any Tranche of Class C Notes,
that Tranche's Class B Usage of Class C Required Subordinated Amount
(computed before giving effect to any reallocations of ONEseries
Available Principal Collections for such First Note Transfer Date)
will not exceed that Tranche's Class B Required Subordinated Amount
of Class C Notes.
(e) (i) The amount permitted to be reallocated to Tranches
of Class C Notes pursuant to clause (b) will be applied to each
Tranche of Class C Notes pro rata based on the ratio of the Nominal
Liquidation Amount used for that Tranche of Class C Notes in the
calculation of the ONEseries Floating Allocation Percentage for the
immediately preceding Monthly Period to the Nominal Liquidation
Amount for all Class C Notes in the ONEseries used in the calculation
of the ONEseries Floating Allocation Percentage for such
Monthly Period.
(ii) In no event will the Nominal Liquidation
Amount (after giving effect to this clause (e)) of any Tranche of
Class C Notes be reduced below zero.
(iii) The amount permitted to be reallocated to
Tranches of Class B Notes pursuant to clause (b) will be applied to
each Tranche of Class B Notes pro rata based on the ratio of the
Nominal Liquidation Amount used for that Tranche of Class B Notes in
the calculation of the ONEseries Floating Allocation Percentage for
the immedi ately preceding Monthly Period to the Nominal Liquidation
Amount for all Class B Notes in the ONEseries used in the calculation
of the ONEseries Floating Allocation Percentage for such Monthly
Period.
(iv) In no event will the Nominal Liquidation
Amount (after giving effect to this clause (e)) of any Tranche of
Class B Notes be reduced below zero.
(f) In the case of each Tranche of ONEseries Notes, the
Nominal Liquidation Amount of each such Tranche will be reduced by an amount
equal to the Investor Charge-Offs which are allocated or reallocated to that
Tranche of ONEseries Notes, less the amount of Investor Charge-Offs that are
reallocated from that Tranche of ONEseries to a Subordinated Class of
ONEseries Notes.
Section 3.07 Allocations of Reimbursements of Nominal
Liquidation Amount Deficits. If, with respect to any Monthly Period, there are
ONEseries Available Finance Charge Collections available pursuant to
subsection 3.02(d) to reimburse any Nominal Liquidation Amount Deficits, such
funds will be allocated to each Tranche of ONEseries Notes on the First Note
Transfer Date in the immediately succeeding Monthly Period as follows:
(a) first, to each Tranche of Class A Notes pro rata based
on the ratio of the Nominal Liquidation Amount Deficit thereof to the
aggregate Nominal Liquidation Amount Deficits of all Tranches of Class A
Notes, but in no event will the Nominal Liquidation Amount of such a Tranche
of ONEseries Notes be increased above the Adjusted Outstanding Dollar
Principal Amount of such Tranche,
(b) second, to each Tranche of Class B Notes pro rata based
on the ratio of the Nominal Liquidation Amount Deficit thereof to the
aggregate Nominal Liquidation Amount Deficits of all Tranches of Class B
Notes, but in no event will the Nominal Liquidation Amount of such a Tranche
of ONEseries Notes be increased above the Adjusted Outstanding Dollar
Principal Amount of such Tranche, and
(c) third, to each Tranche of Class C Notes pro rata based
on the ratio of the Nominal Liquidation Amount Deficits thereof to the
aggregate Nominal Liquidation Amount Deficit of all Tranches of Class C Notes,
but in no event will the Nominal Liquidation Amount of such a Tranche of
ONEseries Notes be increased above the Adjusted Outstanding Dollar Principal
Amount of such Tranche.
Section 3.08 Allocations of Asset Pool One Principal
Collections to the ONEseries Notes. With respect to each Monthly Period, the
Collateral Agent, at the written direction of the Servicer, shall allocate to
the ONEseries Notes an amount equal to the product of (i) the ONEseries
Principal Allocation Percentage and (ii) the Asset Pool One Principal Collec
tions for such Monthly Period.
Section 3.09 Application of ONEseries Available Principal
Collections. With respect to each Monthly Period, the Indenture Trustee, at
the written direction of the Servicer, shall apply an amount equal to the sum
of (i) Asset Pool One Principal Collections allocated to the ONEseries
pursuant to Section 3.08, (ii) any amounts to be treated as ONEseries
Available Principal Collections pursuant to subsection 3.14(a), (iii) any
Shared Excess Available Principal Collections allocated to the ONEseries
pursuant to Section 3.28, (iv) any Asset Pool One Collateral Certificate
Principal Shortfall Payments allocated to the ONEseries pursuant to Section
3.29 and (v) any amounts to be treated as ONEseries Available Principal
Collections allocated to the ONEseries pursuant to any Terms Document (such
amounts, the "ONEseries Available Principal Collections") as follows:
(a) first, if after giving effect to deposits to be made on
each Note Transfer Date in the immediately succeeding Monthly Period pursuant
to subsection 3.02(a), any Tranche of Class A Notes will not receive the full
amount targeted to be deposited pursuant to Section 3.03 with respect to any
such Note Transfer Date, then ONEseries Available Principal Collec tions (in
an amount not to exceed the product of (x) the ONEseries Available Principal
Collec tions that are described in clauses (i) and (ii) in the preamble to
this Section 3.09 and (y) the sum of the Class B Allocation Percentage and the
Class C Allocation Percentage for such Monthly Period) will be allocated to
the Interest Funding Sub-Account of each such Tranche of Class A Notes pro
rata based on, in the case of each such Tranche of Class A Notes, the lesser
of the following amounts:
(i) the amount of the deficiency in the targeted
amount to be deposited into the Interest Funding Sub-Account of such
Tranche of Class A Notes; and
(ii) an amount equal to the sum of (A) the Class A
Unused Subordi nated Amount of Class C Notes plus (B) the Class A
Unused Subordinated Amount of Class B Notes, in each case, for such
Tranche of Class A Notes (determined after giving effect to the
application of Investor Charge-Offs pursuant to Section 3.06 on
the First Note Transfer Date);
(b) second, if after giving effect to deposits to be made on
each Note Transfer Date in the immediately succeeding Monthly Period pursuant
to subsection 3.02(a) any Tranche of Class B Notes will not receive the full
amount targeted to be deposited pursuant to Section 3.03 with respect to any
such Note Transfer Date, then ONEseries Available Principal Collec tions (in
an amount, not less than zero, not to exceed the excess of (I) the product of
(x) the ONEseries Available Principal Collections that are described in
clauses (i) and (ii) in the preamble to this Section 3.09 and (y) the sum of
the Class B Allocation Percentage and the Class C Allocation Percentage for
such Monthly Period over (II) the aggregate amount of such ONEseries Available
Principal Collections reallocated pursuant to clause (a) above) will be
allocated to the Interest Funding Sub-Account of each such Tranche of Class B
Notes pro rata based on, in the case of each such Tranche of Class B Notes,
the lesser of the following amounts:
(i) the amount of the deficiency in the targeted
amount to be deposited into the Interest Funding Sub-Account of such
Tranche of Class B Notes; and
(ii) an amount equal to the Class B Unused
Subordinated Amount of Class C Notes for such Tranche of Class B
Notes (determined after giving effect to the application of Investor
Charge-Offs pursuant to Section 3.06 on the First Note Transfer Date
and the reallocation of ONEseries Available Principal Collections
pursuant to clause (a) above);
(c) third, if after giving effect to payments to be made on
the First Note Transfer Date in the immediately succeeding Monthly Period
pursuant to subsection 3.02(b), the Servicer will not receive the full amount
of the ONEseries Servicing Fees allocable to the Class A Notes to be paid
pursuant to subsection 3.02(b) on such First Note Transfer Date, then
ONEseries Available Principal Collections (in an amount, not less than zero,
not to exceed the excess of (I) the product of (x) the ONEseries Available
Principal Collections that are described in clauses (i) and (ii) in the
preamble to this Section 3.09 and (y) the sum of the Class B Allocation
Percentage and the Class C Allocation Percentage for such Monthly Period over
(II) the aggregate amount of such ONEseries Available Principal Collections
reallocated pursuant to clauses (a) and (b) above) will be paid to the
Servicer in an amount equal to, and allocated to each such Tranche of Class A
Notes pro rata based on, in the case of each such Tranche of Class A Notes,
the lesser of the following amounts:
(i) the amount of the deficiency allocated to such
Tranche of Class A Notes pro rata pursuant to Section 3.10; and
(ii) an amount equal to the sum of (A) the Class A
Unused Subordi nated Amount of Class C Notes plus (B) the Class A
Unused Subordinated Amount of Class B Notes, in each case, for such
Tranche of Class A Notes (determined after giving effect to the
allocation of Investor Charge-Offs pursuant to Section 3.06 on the
First Note Transfer Date and the reallocation of ONEseries Available
Principal Collections pursuant to clauses (a) and (b) above);
(d) fourth, if after giving effect to payments to be made on
the First Note Transfer Date in the immediately succeeding Monthly Period
pursuant to subsection 3.02(b), the Servicer will not receive the full amount
of the ONEseries Servicing Fees allocable to the Class B Notes to be paid
pursuant to subsection 3.02(b) on such First Note Transfer Date, then
ONEseries Available Principal Collections (in an amount, not less than zero,
not to exceed the excess of (I) the product of (x) the ONEseries Available
Principal Collections that are described in clauses (i) and (ii) in the
preamble to this Section 3.09 and (y) the sum of the Class B Allocation
Percentage and the Class C Allocation Percentage for such Monthly Period over
(II) the aggregate amount of such ONEseries Available Principal Collections
reallocated pursuant to clauses (a) through (c) above) will be paid to the
Servicer in an amount equal to, and allocated to each such Tranche of Class B
Notes pro rata based on, in the case of each such Tranche of Class B Notes,
the lesser of the following amounts:
(i) the amount of the deficiency allocated to such
Tranche of Class B Notes pro rata pursuant to Section 3.10; and
(ii) an amount equal to the Class B Unused
Subordinated Amount of Class C Notes for such Tranche of Class B
Notes (determined after giving effect to the allocation of Investor
Charge-Offs pursuant to Section 3.06 on the First Note Transfer Date
and the reallocation of ONEseries Available Principal Collections
pursuant to clauses (a) through (c) above);
(e) fifth, to make the targeted deposits on the applicable
Note Transfer Dates in the immediately succeeding Monthly Period to the
Principal Funding Sub-Accounts for all Tranches of ONEseries Notes pursuant to
Section 3.12;
(f) sixth, to be treated as Shared Excess Available
Principal Collections on each applicable Note Transfer Date for the benefit of
other Series in Asset Pool One; and
(g) seventh, to be treated as part of the Asset Pool One
Reinvestment Amount.
Section 3.10 Allocation of ONEseries Servicing Fee
Shortfalls.
On each First Note Transfer Date if, after giving effect to
payments to be made with respect to the prior Monthly Period pursuant to
subsection 3.02(a), the Servicer has not received the full amount to be paid
pursuant to subsection 3.02(b) with respect to such Monthly Period, the
aggregate amount of such shortfall will be allocated to each Tranche of
Outstanding ONEseries Notes pro rata based on the ratio of the Nominal
Liquidation Amount used for such Tranche in the calculation of the ONEseries
Floating Allocation Percentage for such Monthly Period to the aggregate
Nominal Liquidation Amount for all Outstanding Tranches of ONEseries Notes
used in the calculation of the ONEseries Floating Allocation Percentage for
such Monthly Period.
Section 3.11 Computation of Reductions to the Nominal
Liquidation Amount of Subordinated Classes from Reallocations of ONEseries
Available Principal Collections.
(a) Each reallocation of ONEseries Available Principal
Collections deposited to the Interest Funding Sub-Account of a Tranche of
Class A Notes pursuant to subsection 3.09(a) will reduce the Nominal
Liquidation Amount of the Class C Notes on the First Note Transfer Date in the
Monthly Period in which such reallocation occurs; provided, however, that the
amount of such reduction for each such Tranche of Class A Notes shall not
exceed the Class A Unused Subordinated Amount of Class C Notes for such
Tranche of Class A Notes (after giving effect to any reductions or
reimbursements pursuant to Section 3.06 on such First Note Transfer Date).
(b) Each reallocation of ONEseries Available Principal
Collections deposited to the Interest Funding Sub-Account of a Tranche of
Class A Notes pursuant to subsection 3.09(a) which does not reduce the Nominal
Liquidation Amount of Class C Notes pursuant to clause (a) above will reduce
the Nominal Liquidation Amount of the Class B Notes on the First Note Transfer
Date in the Monthly Period in which such reallocation occurs; provided,
however, that the amount of such reduction for each such Tranche of Class A
Notes shall not exceed the Class A Unused Subordinated Amount of Class B Notes
for such Tranche of Class A Notes (after giving effect to any reductions or
reimbursements pursuant to Section 3.06 on such First Note Transfer Date).
(c) Each reallocation of ONEseries Available Principal
Collections deposited to the Interest Funding Sub-Account of a Tranche of
Class B Notes pursuant to subsection 3.09(b) will reduce the Nominal
Liquidation Amount (determined after giving effect to clause (a) above) of the
Class C Notes on the First Note Transfer Date in the Monthly Period in which
such reallocation occurs; provided, however, that the amount of such reduction
for each such Tranche of Class B Notes shall not exceed the Class B Unused
Subordinated Amount of Class C Notes for such Tranche of Class B Notes (after
giving effect to any reductions or reimbursements pursuant to Section 3.06 on
such First Note Transfer Date).
(d) Each reallocation of ONEseries Available Principal
Collections paid to the Servicer pursuant to subsection 3.09(c) will reduce
the Nominal Liquidation Amount (deter mined after giving effect to clauses (a)
and (c) above) of the Class C Notes on the First Note Transfer Date in the
Monthly Period in which such reallocation occurs; provided, however, that the
amount of such reduction for each such Tranche of Class A Notes shall not
exceed the Class A Unused Subordinated Amount of Class C Notes for such
Tranche of Class A Notes (after giving effect to clauses (a) and (c) above and
any reductions or reimbursements pursuant to Section 3.06 on such First Note
Transfer Date).
(e) Each reallocation of ONEseries Available Principal
Collections paid to the Servicer pursuant to subsection 3.09(c) which does not
reduce the Nominal Liquidation Amount of Class C Notes pursuant to clause (d)
above will reduce the Nominal Liquidation Amount (determined after giving
effect to clause (b) above) of the Class B Notes on the First Note Transfer
Date in the Monthly Period in which such reallocation occurs; provided,
however, that the amount of such reduction for each such Tranche of Class A
Notes shall not exceed the Class A Unused Subordinated Amount of Class B Notes
for such Tranche of Class A Notes (after giving effect to clause (b) above and
any reductions or reimbursements pursuant to Section 3.06 on such First Note
Transfer Date).
(f) Each reallocation of ONEseries Available Principal
Collections paid to the Servicer pursuant to subsection 3.09(d) will reduce
the Nominal Liquidation Amount (deter mined after giving effect to clauses
(a), (c) and (d) above) of the Class C Notes on the First Note Transfer Date
in the Monthly Period in which such reallocation occurs; provided, however,
that the amount of such reduction for each such Tranche of Class A Notes shall
not exceed the Class A Unused Subordinated Amount of Class C Notes for such
Tranche of Class A Notes (after giving effect to any reductions or
reimbursements pursuant to Section 3.06 on such First Note Transfer Date).
(g) The aggregate amount of the reallocation of ONEseries
Available Principal Collections which reduce the Nominal Liquidation Amount of
Class B Notes pursuant to clauses (b) and (e) above will reduce the Nominal
Liquidation Amount (determined after giving effect to any reductions or
reimbursements pursuant to Section 3.06 on such First Note Transfer Date) of
each Tranche of the Class B Notes pro rata based on the ratio of the Nominal
Liquidation Amount for such Tranche of Class B Notes used in the ONEseries
Floating Alloca tion Percentage for the related Monthly Period to the Nominal
Liquidation Amount for all Class B Notes used in the ONEseries Floating
Allocation Percentage for the related Monthly Period; provided, however, that
the amount of any such reduction of the Nominal Liquidation Amount of a
Tranche of Class B Notes will be limited by the aggregate amount of such
reduction which results in a reduction of the Nominal Liquidation Amount of
the Class C Notes pursuant to clause (h) below.
(h) Each reallocation of ONEseries Available Principal
Collections which reduces the Nominal Liquidation Amount of Class B Notes
pursuant to clause (g) above may be reallocated to the Class C Notes and such
reallocation will reduce the Nominal Liquidation Amount (determined after
giving effect to clauses (a), (c), (d) and (f) above and any reductions or
reimbursements pursuant to Section 3.06 on such First Note Transfer Date) of
the Class C Notes; provided, however, that the amount of such reduction for
each such Tranche of Class B Notes shall not exceed the Class B Unused
Subordinated Amount of Class C Notes for such Tranche of Class B Notes (after
giving effect to clauses (a), (c), (d) and (f) above and any reductions
pursuant to Section 3.06 on such First Note Transfer Date).
(i) The aggregate amount of the reallocation of ONEseries
Available Principal Collections which reduce the Nominal Liquidation Amount of
Class C Notes pursuant to clauses (a), (c), (d), (f) and (h) above will reduce
the Nominal Liquidation Amount (deter mined after giving effect to any
reductions or reimbursements pursuant to Section 3.06 on such First Note
Transfer Date) of each Tranche of the Class C Notes pro rata based on the
ratio of the Nominal Liquidation Amount for such Tranche of Class C Notes used
in the ONEseries Floating Allocation Percentage for the related Monthly Period
to the Nominal Liquidation Amount for all Class C Notes used in the ONEseries
Floating Allocation Percentage for the related Monthly Period.
Section 3.12 Targeted Deposits of ONEseries Available
Principal Collections to the Principal Funding Account and the Principal
Funding Sub-Account. The amount of the deposit targeted for any Tranche of
ONEseries Notes with respect to any Monthly Period to be deposited into the
Principal Funding Sub-Account for that Tranche on the applicable Note Transfer
Date in the immediately succeeding Monthly Period will be the sum of (i) the
amount determined pursuant to clause (a), (b), (c), (d) or (e) of this Section
with respect to such Tranche for such Monthly Period, as applicable and (ii)
any deposit targeted pursuant to clause (i) with respect to such Tranche for
any prior Monthly Period but for which the full targeted deposit was not made,
but in no case more than the Nominal Liquidation Amount of such Tranche of
ONEseries Notes (computed immediately before giving effect to such deposit but
after giving effect to any reductions of the Nominal Liquidation Amount of
such Tranche of ONEseries Notes as a result of Investor Charge-Offs and any
reallocations of ONEseries Available Principal Collections or increases of the
Nominal Liquidation Amount of such Tranche of ONEseries Notes as a result of
reimbursements thereof pursuant to subsection 3.02(d) to be made on the First
Note Transfer Date in the immediately succeeding Monthly Period).
(a) Principal Payment Date. With respect to the Monthly
Period immediately preceding any Principal Payment Date, the deposit targeted
for that Tranche of ONEseries Notes, unless otherwise specified in the
applicable Terms Document, will be equal to the Nominal Liquidation Amount of
that Tranche of ONEseries Notes (computed immediately before giving effect to
such deposit but after giving effect to any reductions of the Nominal
Liquidation Amount of such Tranche of ONEseries Notes as a result of Investor
Charge-Offs and any reallocations of ONEseries Available Principal Collections
or increases of the Nominal Liquida tion Amount of such Tranche of ONEseries
Notes as a result of reimbursements thereof pursuant to subsection 3.02(d) to
be made on the First Note Transfer Date in the immediately following Monthly
Period).
(b) Budgeted Deposits.
(i) Subject to subsection 3.12(d), with respect to
each Monthly Period, beginning with the Accumulation Commencement
Date, the deposit targeted to be made into the Principal Funding
Sub-Account for that Tranche will be the Controlled Accumu lation
Amount for that Tranche specified in the applicable Terms Document,
or if no such amount is specified, beginning with the twelfth Monthly
Period before the Monthly Period related to the Scheduled Principal
Payment Date of that Tranche of ONEseries Notes, an amount equal to
one-twelfth of the expected Outstanding Dollar Principal Amount of
such Tranche of ONEseries Notes as of such Scheduled Principal
Payment Date.
(ii) Notwithstanding anything to the contrary in
clause (i), on or before the Determination Date immediately preceding
the first business day of the month that is twelve (12) whole
calendar months prior to the Scheduled Principal Payment Date of any
Tranche of ONEseries Notes, and each Determination Date thereafter
until the Accumula tion Commencement Date, the Servicer will
determine the "Accumulation Period Length" which shall equal a number
of months not less than the number of whole calendar months
reasonably expected by the Servicer to be necessary to accumulate
from ONEseries Available Principal Collections an amount equal to the
Nominal Liquidation Amount of such Tranche of ONEseries Notes;
provided, however, that the Accumulation Period Length will not be
determined to be less than one whole calendar month; provided
further, however, that if the Servicer determines that the
Accumulation Period Length will be less than twelve (12) whole
calendar months, the Servicer shall on the first Determination Date
on which the Accumulation Period Length is determined send written
notice to the Indenture Trustee, the Collateral Agent and each Note
Rating Agency then rating any Outstanding ONEseries Notes, which
notice shall state the applicable Accumu lation Period Length.
(c) Prefunding of the Principal Funding Account of Senior
Classes. If the Issuer determines with respect to any Monthly Period with
respect to any Class A Notes or Class B Notes that, after giving effect to all
allocations, payments and deposits that will be made on the First Note
Transfer Date and each Note Transfer Date occurring in the immediately
succeeding Monthly Period, the Prefunding Target Amount of such Class is
greater than zero, the targeted deposit to the Principal Funding Sub-Accounts
for such Class will be the Prefunding Target Amount for the ONEseries for such
Monthly Period.
(d) Event of Default, Early Amortization Event, Other
Optional or Mandatory Redemption. If any Tranche of ONEseries Notes has been
accelerated during a Monthly Period after the occurrence of an Event of
Default, or if an Early Amortization Event with respect to any Tranche of
ONEseries Notes occurs during such Monthly Period, or with respect to the
Monthly Period immediately preceding any other date fixed for any other
optional or mandatory redemp tion of any Tranche of ONEseries Notes, the
deposit targeted for that Tranche of ONEseries Notes with respect to that
Monthly Period and each following Monthly Period will be equal to the Nominal
Liquidation Amount of that Tranche of ONEseries Notes (computed immediately
before giving effect to such deposit but after giving effect to any reductions
of the Nominal Liquidation Amount of such Tranche of ONEseries Notes as a
result of Investor Charge-Offs and any reallocations of ONEseries Available
Principal Collections or increases of the Nominal Liquidation Amount of such
Tranche of ONEseries Notes as a result of reimbursements thereof pursuant to
subsection 3.02(d) to be made on the First Note Transfer Date in the
immediately succeeding Monthly Period).
(e) Amounts Owed to Derivative Counterparties. If a Tranche
of Outstanding ONEseries Dollar Notes or ONEseries Foreign Currency Notes has
a Performing or non-Performing Derivative Agreement for principal that
provides for a payment to the applicable Derivative Counterparty, the deposit
targeted for that Tranche of ONEseries Notes on each Note Transfer Date with
respect to any payment to the Derivative Counterparty will be specified in the
related Terms Document.
Section 3.13 Allocations among Principal Funding
Sub-Accounts. Subject to the restrictions of Section 3.17, the aggregate
amount of the deposits to be made to the Principal Funding Sub-Accounts for
each Tranche of ONEseries Notes pursuant to Section 3.12 for each Monthly
Period will be allocated, and a portion deposited in the Principal Funding
Sub-Account for each Tranche of ONEseries Notes, as follows:
(a) ONEseries Available Principal Collections Equal to
Targeted Amount. Subject to clause (c) below, if ONEseries Available Principal
Collections remaining after giving effect to subsections 3.09(a) through (d)
are equal to or greater than the aggregate amount of ONEseries Available
Principal Collections targeted to be deposited into the Principal Funding
Sub-Accounts for all Tranches of ONEseries Notes pursuant to Section 3.12,
then that targeted amount will be deposited in the Principal Funding
Sub-Account established for each Tranche of ONEseries Notes.
(b) ONEseries Available Principal Collections Are Less Than
Targeted Amounts. Subject to clause (c) below, if ONEseries Available
Principal Collections remaining after giving effect to subsections 3.09(a)
through (d) are less than the aggregate amount targeted to be deposited into
the Principal Funding Sub-Accounts for all Tranches of ONEseries Notes
pursuant to Section 3.12, then remaining ONEseries Available Principal
Collections will be deposited in the Principal Funding Sub-Account established
for each Tranche of ONEseries Notes in the following priority:
(i) first, the amount available will be allocated
to the Class A Notes pro rata based on the ratio of (A) the amount
targeted to be deposited into the Principal Funding Sub-Account for
such Tranche of Class A Notes pursuant to Section 3.12, to (B) the
aggregate amount targeted to be deposited into the Principal Funding
Sub-Account for all Tranches of Class A Notes pursuant to Section
3.12;
(ii) second, the amount available after the
application in clause (i) above will be allocated to the Class B
Notes, pro rata based on the ratio of (A) the amount targeted to be
deposited into the Principal Funding Sub-Account for such Tranche of
Class B Notes pursuant to Section 3.12, to (B) the aggregate amount
targeted to be deposited into the Principal Funding Sub-Account for
all Tranches of Class B Notes pursuant to Section 3.12; and
(iii) third, the amount available after the
applications in clauses (i) and (ii) above will be allocated to the
Class C Notes, pro rata based on the ratio of (A) the amount targeted
to be deposited into the Principal Funding Sub-Account for such
Tranche of Class C Notes pursuant to Section 3.12, to (B) the
aggregate amount targeted to be deposited into the Principal Funding
Sub-Account for all Tranches of Class C Notes pursuant to Section
3.12.
(c) Reallocation of Deposits to the Principal Funding
Sub-Account of any Subordinated Tranche of ONEseries Notes. If the
restrictions of subsection 3.17(a) prevent the deposit of ONEseries Available
Principal Collections into the Principal Funding Sub-Account of any
Subordinated Tranche of ONEseries Notes, the aggregate amount of ONEseries
Available Principal Collections available to make the targeted deposit for
such Subordinated Tranche will be allocated first, if applicable, to each
Tranche of Class A Notes pro rata based on the ratio of (A) the Required
Subordinated Amount with respect to such Subordinated Class of ONEseries Notes
for such Tranche of Class A Notes to (B) the Required Subordinated Amount with
respect to such Subordinated Class of ONEseries Notes for all Tranches of
Class A Notes and, second, if applicable, to each Tranche of Class B Notes pro
rata based on the ratio of (A) the Required Subordinated Amount with respect
to such Subordinated Class of ONEseries Notes for such Tranche of Class B
Notes to (B) the Required Subordinated Amount with respect to such
Subordinated Class of ONEseries Notes for all Tranches of Class B Notes.
Section 3.14 Amounts to be Treated as ONEseries Available
Principal Collec tions; Payments Received from Derivative Counterparties for
Principal; Other Deposits to Principal Funding Sub-Accounts. The following
deposits and payments will be made on the following dates:
(a) Amounts to be Treated as ONEseries Available Principal
Collections. In addition to Available Principal Collections allocated to the
ONEseries pursuant to Section 3.3 of the Asset Pool One Supplement and Section
3.08 hereof, any Shared Excess Available Principal Collections allocated to
the ONEseries pursuant to Section 3.28, any Asset Pool One Collateral
Certificate Principal Shortfall Payments allocated to the ONEseries pursuant
to Section 3.29 and any amounts to be treated as ONEseries Available Principal
Collections pursuant to any Terms Document, the following amounts shall be
treated as ONEseries Available Principal Collections for application in
accordance with this Article III with respect to any Monthly Period:
(i) ONEseries Available Finance Charge Collections.
ONEseries Available Principal Collections will include ONEseries
Available Finance Charge Collections to be treated as ONEseries
Available Principal Collections pursuant to subsection 3.02(c) or
3.02(d).
(ii) Dollar Payments from Derivative Counterparties
for Principal. Dollar payments received under Derivative Agreements
for principal for any Tranche of ONEseries Notes will be treated as
ONEseries Available Principal Collections.
(b) Payments Received from Derivative Counterparties.
Payments received under Derivative Agreements for ONEseries Notes with
principal payable in a Foreign Currency will be applied as specified in the
applicable Terms Document.
(c) Class C Reserve Sub-Account. Withdrawals made from the
Class C Reserve Sub-Account for any Tranche of Class C Notes pursuant to
subsection 3.25(b) will be deposited into the applicable Principal Funding
Sub-Account on the applicable Note Transfer Date.
(d) Sale Proceeds. Sales Proceeds received pursuant to
subsection 3.22(c)(i) for any Tranche of ONEseries Notes will be deposited
into the applicable Principal Funding Sub-Account on the date of receipt by
the Issuer.
(e) Issuance Proceeds. If any Tranche of ONEseries Notes
remains Outstand ing after its Scheduled Principal Payment Date, issuance
proceeds received pursuant to the issuance of a new Tranche of ONEseries Notes
will be deposited into the applicable Principal Funding Sub-Account on the
date of receipt by the Issuer and applied to pay the Outstanding Dollar
Principal Amount of such Tranche of ONEseries Notes on the next succeeding
Principal Payment Date for such Tranche of ONEseries Notes; provided, that the
Servicer may, upon five Business Days' prior written notice to the Indenture
Trustee, specify a special Principal Payment Date and Interest Payment Date
which may occur on any Business Day and on which the Outstanding Dollar
Principal Amount and all accrued and unpaid interest through such date shall
be paid on the Notes.
Section 3.15 Withdrawals from Interest Funding Account.
Withdrawals made pursuant to this Section 3.15 with respect to any Tranche of
ONEseries Notes will be made from the Interest Funding Sub-Account established
for that Tranche only after all allocations and reallocations have been made
pursuant to Sections 3.03, 3.04, 3.05 and 3.09. In no event will the aggregate
amount of the withdrawals from an Interest Funding Sub-Account for any month
be more than the amount on deposit in the applicable Interest Funding
Sub-Account. A single Tranche of ONEseries Notes may be entitled to more than
one of the following withdrawals in any month.
(a) Withdrawals for ONEseries Dollar Notes. On each Interest
Payment Date (or as specified in the applicable Terms Document) with respect
to each Tranche of ONEseries Dollar Notes, an amount equal to the interest due
on the applicable Tranche of ONEseries Notes on such Interest Payment Date
(including any overdue interest payments and additional interest on overdue
interest payments with respect to prior Interest Payment Dates) will be
withdrawn from that Interest Funding Sub-Account and remitted to the
applicable Paying Agent(s) or as otherwise provided in the applicable Terms
Document.
(b) Withdrawals for Foreign Currency Notes with a
non-Performing Deriva tive Agreement for Interest. On each Interest Payment
Date (or as specified in the applicable Terms Document) with respect to a
Tranche of ONEseries Foreign Currency Notes that has a non-Performing
Derivative Agreement for interest, the amount specified in the applicable
Terms Document will be withdrawn from that Interest Funding Sub-Account and,
if so specified in the applicable Terms Document, converted to the applicable
Foreign Currency at the Spot Exchange Rate and remitted to the applicable
Paying Agent(s) or as otherwise provided in the applicable Terms Document.
(c) Withdrawals for ONEseries Discount Notes. On each
applicable Monthly Principal Accrual Date, with respect to each Tranche of
ONEseries Discount Notes, an amount equal to the amount of the accretion of
principal of that Tranche of ONEseries Notes from the prior Monthly Principal
Accrual Date (or, in the case of the first Principal Payment Date, the date of
issuance of that Tranche) to but excluding the applicable Monthly Principal
Accrual Date will be withdrawn from that Interest Funding Sub-Account and paid
to the Issuer to be applied as set forth in Section 3.19.
(d) Withdrawals for Payments to Derivative Counterparties.
On each date on which a payment is required to be made to the Derivative
Counterparty under the applicable Derivative Agreement (or as specified in the
applicable Terms Document) with respect to any Tranche of ONEseries Notes
which has a Performing or non-Performing Derivative Agreement for interest, an
amount equal to the amount of the payment to be made to the Derivative
Counterparty under the applicable Derivative Agreement (including, if
applicable, any overdue interest payments and any additional interest on
overdue interest payments) will be withdrawn from that Interest Funding
Sub-Account and paid to the applicable Derivative Counterparty or as otherwise
provided in the applicable Terms Document.
(e) Excess Amounts. After payment in full of any Tranche of
ONEseries Notes, any amount remaining on deposit in the applicable Interest
Funding Sub-Account will be first, to the extent needed, allocated among and
deposited to the Interest Funding Sub-Account of the Tranches of ONEseries
Notes in the manner, order and priority set forth in subsection 3.04(b),
second, to the extent needed, allocated among and deposited to the Principal
Funding Sub-Account of the Tranches of ONEseries Notes in the manner, order
and priority set forth in subsection 3.13(b), and third, paid to the
applicable Transferor.
If the aggregate amount available for withdrawal from an
Interest Funding Sub-Account for any Tranche of ONEseries Notes in a Monthly
Period is less than all withdraw als required to be made from that Interest
Funding Sub-Account for that Tranche in a Monthly Period after giving effect
to all deposits, then the amounts on deposit in that Interest Funding
Sub-Account will be withdrawn and, if payable to more than one Person, applied
pro rata based on the amount of each of the withdrawals required to be made.
Section 3.16 Withdrawals from Principal Funding Account.
Withdrawals made pursuant to this Section 3.16 with respect to any Tranche of
ONEseries Notes will be made from the Principal Funding Sub-Accounts
established for that Tranche only after all allocations have been made
pursuant to Sections 3.12, 3.13 and 3.14. In no event will the amount of the
with drawal for any Tranche of ONEseries be more than the amount on deposit in
the applicable Principal Funding Sub-Account. A single Tranche of ONEseries
Notes may be entitled to more than one of the following withdrawals with
respect to any Monthly Period.
(a) Withdrawals for ONEseries Dollar Notes with no
Derivative Agreement for Principal. On each applicable Principal Payment Date
(or as specified in the applicable Terms Document) with respect to each
Tranche of ONEseries Dollar Notes which has no Derivative Agreement for
principal, an amount equal to the principal due on the applicable Tranche of
ONEseries Notes on the applicable Principal Payment Date will be withdrawn
from such Principal Funding Sub-Account and remitted to the applicable Paying
Agent(s) or as otherwise provided by the applicable Terms Document.
(b) Withdrawals for Dollar or Foreign Currency Notes with
Performing Derivative Agreements for Principal. On each date on which a
payment is required under the applicable Derivative Agreement (or as specified
in the applicable Terms Document) with respect to any Tranche of ONEseries
Notes which has a Performing Derivative Agreement for principal, an amount
equal to the amount of the payment to be made under the applicable Derivative
Agreement will be withdrawn from such Principal Funding Sub-Account and paid
to the applicable Derivative Counterparty or as otherwise provided by the
applicable Terms Document. The Issuer will direct the applicable Derivative
Counterparty to remit its payments under the applicable Derivative Agreement
to the applicable Paying Agent(s) or as otherwise provided by the applicable
Terms Document.
(c) Withdrawals for ONEseries Dollar Notes with a
non-Performing Deriva tive Agreement for Principal. On each applicable
Principal Payment Date (or as specified in the applicable Terms Documents)
with respect to each Tranche of ONEseries Dollar Notes with a non-Performing
Derivative Agreement for principal, the amount specified in the applicable
Terms Document will be withdrawn from such Principal Funding Sub-Account,
converted based on the applicable Spot Exchange Rate and remitted to the
applicable Paying Agent(s) or as otherwise provided by the applicable Terms
Document.
(d) Withdrawals for Foreign Currency Notes with
non-Performing Derivative Agreements for Principal. On each Principal Payment
Date (or as specified in the applicable Terms Document) with respect to a
Tranche of ONEseries Foreign Currency Notes that has a non-Performing
Derivative Agreement for principal, the amount specified in the applicable
Terms Document will be withdrawn from such Sub-Account and, if so specified in
the applicable Terms Document, converted to the applicable Foreign Currency at
the Spot Exchange Rate and remitted to the applicable Paying Agent(s) or as
otherwise provided by the applicable Terms Document. Any excess dollar amount
will be retained on deposit in the applicable Principal Funding Sub-Account to
be applied to make principal payments on following Principal Payment Dates.
(e) Withdrawal of Prefunding Excess Amounts. If the Issuer
on any date determines with respect to any Class of Class A Notes or Class B
Notes that, after giving effect to all issuances, deposits, allocations,
reimbursements, reallocations and payments on such date, the Prefunding Excess
Amount of that Class is greater than zero, that amount will be withdrawn by
the Servicer from the Principal Funding Sub-Account of that Class of ONEseries
Notes and first, allocated among and deposited to the Principal Funding
Sub-Account of the Tranches of ONEseries Notes in the manner, order and
priority set forth in subsection 3.13(b), and then, paid to the Issuer to be
applied as set forth in Section 3.19 in respect of the Monthly Period in which
such withdrawal occurs; provided, however, that subject to the conditions set
forth in Section 3.1 of the Asset Pool One Supplement, the Servicer need not
make such deposit or payment until the First Note Transfer Date following such
Monthly Period.
(f) Legal Maturity Date. On the Legal Maturity Date of any
Tranche of ONEseries Notes, after giving effect to any deposits, allocations,
reimbursements, reallocations, sales of Collateral or other payments to be
made on that date, amounts on deposit in the Principal Funding Sub-Account of
any Tranche of a Subordinated Class of ONEseries Notes may be applied to pay
principal of that Tranche, to make a payment under a Derivative Agreement with
respect to principal of that Tranche or to make other payments as specified in
the related Terms Document.
(g) Excess Amounts. Upon payment in full of any Tranche of
ONEseries Notes, any remaining amount on deposit in the applicable Principal
Funding Sub-Account will be first, allocated among and deposited to the
Interest Funding Sub-Account of the Tranches of ONEseries Notes in the manner,
order and priority set forth in subsection 3.04(b), second, allocated among
and deposited to the Principal Funding Sub-Account of the Tranches of
ONEseries Notes in the manner, order and priority set forth in subsection
3.13(b), and third, paid to the applicable Transferor.
If the aggregate amount available for withdrawal from a
Principal Funding Sub-Account for any Tranche of ONEseries Notes is less than
all withdrawals required to be made from that Principal Funding Sub-Account
for that Tranche with respect to a Monthly Period, after giving effect to all
deposits to be made with respect to such Monthly Period, then the amounts on
deposit will be withdrawn and, if payable to more than one Person, applied pro
rata based on the amounts of the withdrawals required to be made.
Section 3.17 Limit on Deposits to the Principal Funding
Sub-Account of Subordinated Class of ONEseries Notes; Limit on Repayments of
all Tranches.
(a) Limit on Deposits to the Principal Funding Sub-Account
of Subordinated Class of ONEseries Notes.
(i) No ONEseries Available Principal Collections
will be deposited in the Principal Funding Sub-Account of any Tranche
of Class B Notes unless, following such deposit, the available
subordinated amount of Class B Notes is at least equal to the
aggregate Class A Unused Subordinated Amount of Class B Notes for all
Outstanding Class A Notes. For this purpose, the available
subordinated amount of Class B Notes is equal to the aggregate
Nominal Liquidation Amount of all other Class B Notes of the
ONEseries which will be Outstanding after giving effect to any
reductions in the Nominal Liquidation Amount of all such Outstanding
Class B Notes occurring in such Monthly Period.
(ii) No ONEseries Available Principal Collections
will be deposited in the Principal Funding Sub-Account of any Tranche
of Class C Notes unless, following such deposit, (A) the available
subordinated amount of Class C Notes is at least equal to the Class B
Unused Subordinated Amount of Class C Notes for all Outstanding Class
B Notes and (B) the available subordinated amount of Class C Notes is
at least equal to the Class A Unused Subordinated Amount of Class C
Notes for all Outstanding Class A Notes. For this purpose, the
available subordinated amount of Class C Notes is equal to the
aggregate Nominal Liquidation Amount of all other Class C Notes of
the ONEseries which will be Outstanding after giving effect to any
reductions in the Nominal Liquida tion Amount of all such Outstanding
Class C Notes occurring in such Monthly Period.
(iii) Notwithstanding anything in the Indenture or
this Indenture Supplement to the contrary, ONEseries Available
Principal Collections will be deposited in the Principal Funding
Sub-Account of a Subordinated Class of ONEseries Notes, if and only
to the extent that (A) such deposit is not contrary to clause (a)(i)
or (a)(ii) above and (B) the Prefunding Target Amount for each Senior
Class of ONEseries Notes is zero or the Prefunding Target Amount has
been funded to the extent necessary for such Note Transfer Date.
(b) Limit on Repayments of all Tranches. No amounts on
deposit in a Principal Funding Sub-Account of any Tranche of Class A Notes or
Class B Notes will be applied to pay principal of that Tranche or to make a
payment under a Derivative Agreement with respect to principal of that Tranche
in excess of the highest Outstanding Dollar Principal Amount of that Tranche
(or, in the case of ONEseries Foreign Currency Notes, such other amount that
may be specified in the related Terms Document). In the case of any Tranche of
Class C Notes, no amounts on deposit in a Principal Funding Sub-Account or, if
applicable, a Class C Reserve Sub-Account for any such Tranche will be applied
to pay principal of that Tranche or to make a payment under a Derivative
Agreement with respect to principal of that Tranche in excess of the highest
Outstanding Dollar Principal Amount of that Tranche (or, in the case of
ONEseries Foreign Currency Notes, such other amount that may be specified in
the related Terms Document).
Section 3.18 Calculation of Nominal Liquidation Amount. On
the date of issuance of a Tranche of ONEseries Notes and on each Business Day
thereafter, the Nominal Liquidation Amount of each Tranche of Outstanding
Notes in the ONEseries shall be the following amount:
(a) as of the date of issuance of such Tranche of ONEseries
Notes, the Initial Dollar Principal Amount of such Tranche of ONEseries Notes;
and
(b) thereafter, the sum of, without duplication:
(i) the Nominal Liquidation Amount of such Tranche
of ONEseries Notes determined on the immediately prior date of
determination; plus
(ii) with respect to any Tranche of ONEseries
Discount Notes, the aggregate amount of any accretions of principal
on that Tranche since the prior date of determination; plus
(iii) the aggregate amount withdrawn from the
Principal Funding Sub-Account pursuant to subsection 3.16(e) for such
Tranche since the prior date of determination; plus
(iv) such Tranche's allocable share of all
reimbursements of its Nominal Liquidation Amount Deficit pursuant to
subsection 3.02(d) since the prior date of determination determined
as set forth in Section 3.07; plus
(v) the aggregate initial principal amount of any
additional Notes of such Tranche of ONEseries Notes issued after the
initial issuance date for such Tranche of ONEseries Noes; minus
(vi) such Tranche's allocable share of all
reallocations of ONEseries Available Principal Collections pursuant
to Section 3.09 since the prior date of determi nation, determined as
set forth in Section 3.11; minus
(vii) the amount of the reduction of the Nominal
Liquidation Amount of such Tranche resulting from an allocation of
Investor Charge-Offs since the prior date of determination,
determined as set forth in Section 3.06; minus
(viii) the amount deposited in the applicable
Principal Funding Sub-Account for such Tranche (after giving effect
to any deposits, allocations, reallocations or withdrawals to be made
on that day) since the prior date of determination;
provided, however, that (1) the Nominal Liquidation Amount of a Tranche of
ONEseries Notes may never be less than zero, (2) the Nominal Liquidation
Amount of any Tranche of ONEseries Notes may never be greater than the
Adjusted Outstanding Dollar Principal Amount of such Tranche and (3) the
Nominal Liquidation Amount of any Tranche of ONEseries Notes that has caused a
sale of Collateral pursuant to Section 3.22 or which has reached its Legal
Maturity Date will be zero.
The Nominal Liquidation Amount for the ONEseries will be the
sum of the Nominal Liquidation Amounts of all of the Tranches of ONEseries
Notes.
Section 3.19 Reinvestment in the Collateral of Asset Pool
One.
(a) The amount of principal accreted on any Tranche of
ONEseries Discount Notes available pursuant to subsection 3.15(c) will be
applied by the Issuer in accordance with Section 2.2 of the Asset Pool One
Supplement.
(b) The portion of the Prefunding Excess Amount, if any,
withdrawn from the Principal Funding Account to be paid to the Issuer pursuant
to subsection 3.16(e) will be applied by the Issuer in accordance with Section
2.2 of the Asset Pool One Supplement.
Section 3.20 Netting of Deposits and Payments. The Servicer,
on behalf of the Issuer, may, in its sole discretion, make all deposits to
Interest Funding Sub-Accounts and Principal Funding Sub-Accounts pursuant to
Sections 3.03 and 3.12 with respect to any Monthly Period net of, and after
giving effect to, (a) all reallocations to be made pursuant to Section 3.09,
(b) all payments to be made to Derivative Counterparties pursuant to Sections
3.15 and 3.16 and (c) all reinvestments in Asset Pool One to be made pursuant
to Section 3.19 in accordance with Section 2.2 of the Asset Pool One
Supplement.
Section 3.21 Pro Rata Payments within a Tranche. All
payments of principal, interest or other amounts to Holders of the ONEseries
Notes of a single Tranche will be made pro rata based on the Nominal
Liquidation Amount of their Notes.
Section 3.22 Sale of Collateral for Notes that are
Accelerated or Reach Legal Maturity.
(a) (i) If a Tranche of ONEseries Notes has been accelerated
pursuant to Section 6.02 of the Indenture following an Event of Default, the
Indenture Trustee may, and at the direction of the Holders of more than 662/3%
of the Outstanding Dollar Principal Amount of that Tranche of ONEseries Notes
will, cause the Collateral Agent for Asset Pool One to sell Collateral (or
interests therein) pledged to Asset Pool One in a principal amount up to 105%
of the Nominal Liquidation Amount of the affected Tranche (but not more than
an amount of Collateral equal to the sum of (1) the product of (A) the Asset
Pool One Transferor Percentage, (B) the aggregate outstanding Asset Pool One
Pool Balance and (C) a fraction, the numerator of which is the ONEseries
Floating Allocation Percentage and the denominator of which is the sum of the
Noteholder Percentages for the allocation of Asset Pool One Finance Charge
Collections for all Series of Asset Pool One Notes, and (2) the Nominal
Liquidation Amount of the affected Tranche).
(ii) Such a sale will be permitted only if at least
one of the following conditions is met:
(A) the Holders of more than 90% of the
aggregate Outstanding Dollar Principal Amount of the
accelerated Tranche of ONEseries Notes consent; or
(B) the net proceeds of such sale (plus
amounts on deposit in the applicable Sub-Accounts and
payments to be received from any applicable Derivative
Agreement) would be sufficient to pay all amounts due on the
acceler ated Tranche of ONEseries Notes; or
(C) if the Indenture Trustee determines
that the funds to be allocated to the accelerated Notes,
including (1) ONEseries Available Finance Charge Collections
and ONEseries Available Principal Collections allocable to
the accelerated Tranche of ONEseries Notes, (2) payments to
be received from any applicable Derivative Agreement and (3)
amounts on deposit in the applicable Sub-Accounts, may not
be sufficient on an ongoing basis to make all payments on
the accelerated Tranche of ONEseries Notes as such payments
would have become due if such obligations had not been
declared due and payable, and the Holders of more than
662/3% of the aggregate Outstanding Dollar Principal Amount
of Notes of the accelerated Tranche of ONEseries Notes
consent to the sale.
(iii) In the case of an acceleration of a Tranche
of ONEseries Notes of a Subordinated Class, if the provisions of
Section 3.17 would prevent the payment of the accelerated Tranche of
subordinated Notes, such sale will be delayed until a level of
prefunding of the Principal Funding Sub-Accounts for the Senior
Classes of ONEseries Notes has been reached such that the amount of
such accelerated Tranche is no longer required to provide
subordination for the Senior Classes of ONEseries Notes.
(b) If the Nominal Liquidation Amount with respect to any
Tranche of ONEseries Notes is greater than zero on its Legal Maturity Date
(after giving effect to any adjustments, deposits and distributions otherwise
to be made on that Legal Maturity Date), the Collateral Agent for Asset Pool
One shall sell or cause to be sold Collateral (or interests therein) pledged
to Asset Pool One on that Legal Maturity Date in an amount up to 105% of the
Nominal Liquidation Amount of such Tranche of the ONEseries Notes at the close
of business on such date (but not more than an amount of Collateral equal to
the sum of (1) the product of (A) the Asset Pool One Transferor Percentage,
(B) the aggregate outstanding Asset Pool One Pool Balance and (C) a fraction,
the numerator of which is the ONEseries Floating Allocation Percentage and the
denominator of which is the sum of the Noteholder Percentages for the
allocation of Asset Pool One Finance Charge Collections for all Series of
Asset Pool One Notes, and (2) the Nominal Liquidation Amount of the affected
Tranche).
Upon the occurrence of such sale, the Nominal Liquidation Amount of
such Tranche of ONEseries Notes shall be automatically reduced to zero and
Available Principal Collections and Available Finance Charge Collections shall
no longer be allocated to such Tranche of ONEseries Notes. Noteholders of such
Tranche of ONEseries Notes shall receive the proceeds of such sale in an
amount not to exceed the Outstanding Dollar Principal Amount of, plus any
accrued, past due and additional interest on, such Tranche of ONEseries Notes.
(c) Sales proceeds received with respect to a Tranche of
ONEseries Notes pursuant to clause (a) or (b) will be allocated in the
following priority:
(i) first, to be deposited in the Principal Funding
Sub-Account for that Tranche of ONEseries Notes, an amount up to the
amount that would be necessary to increase the aggregate amount on
deposit in such Sub-Account to the Outstanding Dollar Principal
Amount for such Tranche of ONEseries Notes (notwithstanding any
limitation in Section 3.12 to the contrary); and
(ii) second, to be deposited in the Interest
Funding Sub-Account of that Tranche of ONEseries Notes, the balance
of such sales proceeds.
(d) Any amount remaining on deposit in the Interest Funding
Sub-Account for a Tranche of ONEseries Notes that has caused a sale of
Collateral pursuant to this Section 3.22 after final payment thereof pursuant
to Section 6.03 of the Indenture, will be treated as ONEseries Available
Finance Charge Collections.
Section 3.23 Calculation of Prefunding Target Amount.
(a) With respect to all Tranches of Class A Notes, the
Prefunding Target Amount means the greater of the amount computed under clause
(i) or (ii) for the applicable Monthly Period:
(i) The Prefunding Target Amount for Tranches of
Class A Notes with respect to Class B Notes for any Monthly Period is
equal to an amount, not less than zero, equal to the product of (x)
the aggregate Adjusted Outstanding Dollar Principal Amount of Class A
Notes as of the close of business on the last day of such Monthly
Period (taking into consideration any deposits or withdrawals to be
made on any Note Transfer Date in the immediately succeeding Monthly
Period) times (y) one minus a fraction (which shall not exceed one)
the numerator of which is the aggregate Adjusted Outstand ing Dollar
Principal Amount of all Tranches of Outstanding Class B Notes (taking
into consideration any deposits or withdrawals to be made on any Note
Transfer Date in the immediately succeeding Monthly Period) (other
than Tranches which have (A) had Early Amortization Events or other
mandatory or optional redemption events in which such
Tranches are to be redeemed in full in or with respect to any
preceding Monthly Period, (B) had Events of Default in or with
respect to any preceding Monthly Period, or (C) reached or are
expected to reach their final or only Scheduled Principal Payment
Date in or with respect to the current Monthly Period or any earlier
Monthly Period) and the denominator of which is the aggregate amount
of the Class A Required Subordinated Amount of Class B Notes for all
Tranches of Class A Notes which are Outstanding as of the close of
business on the last day of such Monthly Period (taking into
consideration any deposits or withdrawals to be made on any Note
Transfer Date in the immediately succeeding Monthly Period).
(ii) The Prefunding Target Amount for Tranches of
Class A Notes with respect to Class C Notes for any Monthly Period is
equal to an amount, not less than zero, equal to the product of (x)
the aggregate Adjusted Outstanding Dollar Principal Amount of Class A
Notes as of the close of business on the last day of such Monthly
Period (taking into consideration any deposits or withdrawals to be
made on any Note Transfer Date in the immediately succeeding Monthly
Period) times (y) one minus a fraction (which shall not exceed one)
the numerator of which is the aggregate Adjusted Outstand ing Dollar
Principal Amount of all Tranches of Outstanding Class C Notes (taking
into consideration any deposits or withdrawals to be made on any Note
Transfer Date in the immediately succeeding Monthly Period) (other
than Tranches which have (A) had Early Amortization Events or other
mandatory or optional redemption events in which such Tranches are to
be redeemed in full in or with respect to any preceding Monthly
Period, (B) had Events of Default in or with respect to any preceding
Monthly Period, or (C) reached or are expected to reach their final
or only Scheduled Principal Payment Date in or with respect to the
current Monthly Period or any earlier Monthly Period) and the
denominator of which is the aggregate amount of the Class A Required
Subordinated Amount of Class C Notes for all Tranches of Class A
Notes which are Outstanding as of the close of business on the last
day of such Monthly Period (taking into consideration any deposits or
withdrawals to be made on any Note Transfer Date in the immediately
succeeding Monthly Period).
(b) With respect to all Tranches of Class B Notes, the
Prefunding Target Amount means with respect to Class C Notes for any Monthly
Period an amount, not less than zero, equal to the product of (x) the
aggregate Adjusted Outstanding Dollar Principal Amount of Class B Notes as of
the close of business on the last day of such Monthly Period (taking into
consideration any deposits or withdrawals to be made on any Note Transfer Date
in the immedi ately succeeding Monthly Period) times (y) one minus a fraction
(which shall not exceed one) the numerator of which is the aggregate Adjusted
Outstanding Dollar Principal Amount of all Tranches of Outstanding Class C
Notes (taking into consideration any deposits or withdrawals to be made on any
Note Transfer Date in the immediately succeeding Monthly Period) (other than
Tranches which have (A) had Early Amortization Events or other mandatory or
optional redemption events in which such Tranches are to be redeemed in full
in or with respect to any preceding Monthly Period, (B) had Events of Default
in or with respect to any preceding Monthly Period, or (C) reached or are
expected to reach their final or only Scheduled Principal Payment Date in or
with respect to the current Monthly Period or any earlier Monthly Period) and
the denominator of which is the aggregate amount of the Class B Required
Subordinated Amount of Class C Notes for all Tranches of Class B Notes which
are Outstanding as of the close of business on the last day of such Monthly
Period (taking into consideration any deposits or withdrawals to be made on
any Note Transfer Date in the immediately succeeding Monthly Period).
(c) On any day during any Monthly Period on which the
Prefunding Target Amount for any Tranche of senior notes first exceeds zero,
the Issuer will apply Segregated ONEseries Finance Charge Collections, as set
forth in subsection 3.05(a)(i).
Section 3.24 Targeted Deposits to the Class C Reserve
Account.
(a) The aggregate deposit targeted to be made to the Class C
Reserve Account with respect to each Monthly Period is an amount equal to the
sum of Class C Reserve Sub-Account deposits, if any, targeted to be made for
each specified Tranche of Class C Notes on the applicable Note Transfer Date
in the immediately succeeding Monthly Period. The amount of any such deposit,
the aggregate amount targeted to be on deposit after giving effect to any such
deposit and the circumstances that require that a deposit be made will be set
forth in the Terms Document for such Tranche of Class C Notes. Unless another
time is specified for making such deposits in the Terms Document for each such
Tranche of Class C Notes, these deposits will be made on each applicable Note
Transfer Date for that Tranche of Class C Notes.
(b) If, as determined on each Determination Date, the amount
of funds which will be available on the applicable Note Transfer Date for a
Tranche of Class C Notes pursuant to subsection 3.02(e) is at least equal to
the aggregate amount of the deposits targeted by clause (a) above, then the
full amount of each such deposit will be made.
(c) If, as determined on each Determination Date, the amount
of funds which will be available on the applicable Note Transfer Date for a
Tranche of Class C Notes pursuant to subsection 3.02(e) is less than the
aggregate amount of deposits targeted by clause (a) above, then the amount
available will be allocated to each Tranche of Class C Notes to the extent of
its targeted deposit to the applicable Class C Reserve Sub-Account pro rata
based on the ratio of the Nominal Liquidation Amount of that Tranche used in
the ONEseries Floating Allocation Percentage for the immediately preceding
Monthly Period to the Nominal Liquidation Amount of all Tranches of Class C
Notes used in the ONEseries Floating Allocation Percentage for the immediately
preceding Monthly Period that have a targeted deposit to its respective Class
C Reserve Sub-Account; provided, however, that any excess identified in this
clause (c), including in the application of this proviso, will be further
allocated to each Tranche of Class C Notes which has a remaining targeted
deposit to its Class C Reserve Sub-Account up to the amount of such remaining
targeted deposit pro rata based on the ratio of the Nominal Liquidation Amount
of such Tranche of Class C Notes used in the ONEseries Floating Allocation
Percentage for the immediately preceding Monthly Period to the Nominal
Liquidation Amount of all Tranches of Class C Notes used in the ONEseries
Floating Allocation Percentage for the immediately preceding Monthly Period.
Section 3.25 Withdrawals from the Class C Reserve Account.
Withdrawals for any Tranche of Class C Notes will be made from the applicable
Class C Reserve Sub-Account as specified below.
(a) Payments of Interest; Payments with Respect to
Derivative Agreements for Interest, Accretion on ONEseries Discount Notes. If
the amount on deposit in the Interest Funding Sub-Account for any Tranche of
Class C Notes is insufficient to pay in full the amounts for which withdrawals
are required under Section 3.15, on the Note Transfer Date for a Tranche of
Class C Notes, an amount equal to that deficiency will be withdrawn from the
Class C Reserve Sub-Account for such Tranche and deposited into that Interest
Funding Sub-Account.
(b) Payments of Principal; Payments with Respect to
Derivative Agreements for Principal. If, on and after the earliest to occur of
(i) the date on which any Tranche of Class C Notes is accelerated pursuant to
Section 6.02 of the Indenture following an Event of Default and acceleration
of maturity with respect to such Tranche, (ii) any date on or after the Note
Transfer Date related to the Scheduled Principal Payment Date for such Tranche
of Class C Notes on which the amount on deposit in the Principal Funding
Sub-Account for any Tranche of Class C Notes plus the aggregate amount on
deposit in the Class C Reserve Sub-Account for such Tranche of Class C Notes
equals or exceeds the Outstanding Dollar Principal Amount of such Class C
Notes and (iii) the Legal Maturity Date for any Tranche of Class C Notes, the
amount on deposit in the Principal Funding Sub-Account for any Tranche of
Class C Notes is insufficient to pay in full the amounts for which withdrawals
are required under Section 3.16, an amount equal to that deficiency will be
withdrawn from that Class C Reserve Sub-Account for such Tranche of Class C
Notes and deposited into that Principal Funding Sub-Account on the Note
Transfer Date for such Tranche of Class C Notes relating to the date of the
applicable withdrawal required pursuant to Section 3.16.
(c) Withdrawal of Excess Amounts. If on any Note Transfer
Date for a Tranche of Class C Notes with respect to which no Class C Notes
have been accelerated, and the aggregate amount on deposit in any Class C
Reserve Sub-Account exceeds the amount required to be on deposit in such Class
C Reserve Sub-Account, the amount of such excess will be withdrawn from the
Class C Reserve Sub-Account and first, allocated among and deposited to the
other Class C Reserve Sub-Accounts of the Tranches of Class C Notes in the
manner, order and priority set forth in subsection 3.24(c), and then, paid to
the Issuer. Upon payment in full of any Tranche of Class C Notes, any amount
on deposit in the applicable Class C Reserve Sub-Account will be applied in
accordance with the preceding sentence.
Section 3.26 Computation of Interest.
Unless otherwise provided as contemplated in Section 3.01 of
the Indenture, (i) interest on the ONEseries Notes computed at a fixed rate
will be calculated on the basis of a 360-day year of twelve 30-day months, as
set forth more completely in the applicable Terms Document, and (ii) interest
on the ONEseries Notes computed on the basis of a floating or periodic rate
will be calculated on the basis of the actual number of days elapsed from and
including the preceding Interest Payment Date to but excluding the current
Interest Payment Date and a 360-day year.
Section 3.27 Shared Excess Available Finance Charge
Collections.
(a) The ONEseries shall be included in Shared Excess
Available Finance Charge Collections Group A for the purpose of sharing Shared
Excess Available Finance Charge Collections. Shared Excess Available Finance
Charge Collections Group A may include Series secured by the collateral in
Asset Pools other than Asset Pool One. Shared Excess Available Finance Charge
Collections allocable to the ONEseries with respect to any Monthly Period
shall be treated as ONEseries Available Finance Charge Collections with
respect to such Monthly Period and applied on the First Note Transfer Date in
the immediately succeeding Monthly Period.
(b) Unless otherwise provided pursuant to the terms of
Section 3.12 of the Indenture, Shared Excess Available Finance Charge
Collections with respect to any Monthly Period shall be shared within Shared
Excess Available Finance Charge Collections Group A to cover the applicable
Series Available Finance Charge Collections Shortfalls for such Monthly
Period, if any, and applied on the applicable Note Transfer Date in the
immediately succeeding Monthly Period for each Series included in Shared
Excess Available Finance Charge Collections Group A for such Monthly Period.
Shared Excess Available Finance Charge Collections allocable to the ONEseries
with respect to each Monthly Period shall mean an amount equal to the Series
Available Finance Charge Collections Shortfall, if any, with respect to the
ONEseries for each Monthly Period; provided, however, that if the aggregate
amount of Shared Excess Available Finance Charge Collections for all Shared
Excess Available Finance Charge Collec tions Series in Shared Excess Available
Finance Charge Collections Group A for each Monthly Period is less than the
Aggregate Series Available Finance Charge Collections Shortfall for such
Monthly Period, then Shared Excess Available Finance Charge Collections
allocable to the ONEseries with respect to such Monthly Period shall equal the
product of (i) Shared Excess Available Finance Charge Collections for all
Shared Excess Available Finance Charge Collec tions Series in Shared Excess
Available Finance Charge Collections Group A for such Monthly Period and (ii)
a fraction, the numerator of which is the Series Available Finance Charge
Collections Shortfall with respect to the ONEseries for such Monthly Period
and the denominator of which is the Aggregate Series Available Finance Charge
Collections Shortfall for all Series in Shared Excess Available Finance Charge
Collections Group A for such Monthly Period.
(c) To the extent that Shared Excess Available Finance
Charge Collections exceed the Aggregate Series Available Finance Charge
Collections Shortfall, such excess shall be paid to the Issuer.
Section 3.28 Shared Excess Available Principal Collections.
(a) Shared Excess Available Principal Collections from each
Series of Asset Pool One Notes and the Excess Funding Amount for Asset Pool
One shall be shared among each Series of Asset Pool One Notes, including the
ONEseries. Shared Excess Available Principal Collections allocable to the
ONEseries with respect to any Monthly Period shall be treated as ONEseries
Available Principal Collections for such Monthly Period and applied on the
applica ble Note Transfer Date in the immediately succeeding Monthly Period.
(b) Shared Excess Available Principal Collections with
respect to any Monthly Period shall be shared by each Series of Asset Pool One
Notes to cover the applicable Series Available Principal Collections
Shortfalls, if any, for each Series of Asset Pool One Notes for such Monthly
Period and applied on the applicable Note Transfer Date in the immediately
succeeding Monthly Period. Shared Excess Available Principal Collections
allocable to the ONEseries with respect to any Monthly Period shall mean an
amount equal to the Series Available Principal Collections Shortfall, if any,
with respect to the ONEseries for such Monthly Period; provided, however, that
if the aggregate amount of Shared Excess Available Principal Collections for
all Series of Asset Pool One Notes for such Monthly Period is less than the
Aggregate Series Available Principal Collections Shortfall for such Monthly
Period, then Shared Excess Available Principal Collections allocable to the
ONEseries with respect to such Monthly Period shall equal the product of (i)
Shared Excess Available Principal Collections for all Series of Asset Pool One
Notes for such Monthly Period and (ii) a fraction, the numerator of which is
the Series Available Principal Collections Shortfall with respect to the
ONEseries for such Monthly Period and the denominator of which is the
Aggregate Series Available Principal Collections Shortfall for such Monthly
Period.
(c) Unless otherwise specified in the Indenture Supplement
for any other Series of Asset Pool One Notes, any Shared Excess Available
Principal Collections for each Series of Asset Pool One Notes for any Monthly
Period which will remain after application pursuant to clause (b) above shall
be treated as part of the Asset Pool One Reinvestment Amount for the First
Note Transfer Date in the next succeeding Monthly Period. The Shared Excess
Available Principal Collections from Series of Asset Pool One Notes will not
be available for application by Series of Notes that are not Asset Pool One
Notes.
Section 3.29 Payment of Principal Collections Received with
Respect to Remaining Series Available Principal Collections Shortfall from
Asset Pool One Collateral Certificates.
(a) Following application of Shared Excess Available
Principal Collections pursuant to Section 3.28, Asset Pool One Collateral
Certificate Principal Shortfall Payments shall be shared among each Series of
Asset Pool One Notes, including the ONEseries. Asset Pool One Collateral
Certificate Principal Shortfall Payments allocable to the ONEseries with
respect to any Monthly Period shall be treated as ONEseries Available
Principal Collections with respect to such Monthly Period and applied on the
applicable Note Transfer Date in the next succeeding Monthly Period.
(b) Asset Pool One Collateral Certificate Principal
Shortfall Payments shall be shared by each Series of Asset Pool One Notes to
cover the Remaining Series Available Principal Collections Shortfall, if any,
for each Series of Asset Pool One Notes for such Monthly Period; provided,
however, that if the aggregate amount of Asset Pool One Collateral Certificate
Principal Shortfall Payments is less than the Aggregate Remaining Series
Available Principal Collections Shortfall for such Monthly Period, then Asset
Pool One Collateral Certificate Principal Shortfall Payments allocable to the
ONEseries for such Monthly Period shall equal the product of (i) the Asset
Pool One Collateral Certificate Principal Shortfall Payments for such Monthly
Period and (ii) a fraction, the numerator of which is the Remaining Series
Available Principal Collections Shortfall with respect to the ONEseries for
such Monthly Period and the denominator of which is the Aggregate Remaining
Series Available Principal Collections Shortfall for such Monthly Period.
Section 3.30 Allocations of Segregated ONEseries Finance
Charge Collections.
Segregated ONEseries Finance Charge Collections shall be
allocable to cover the Principal Funding Sub-Account Earnings Shortfall, if
any, with respect to each Tranche of ONEseries Notes for such Monthly Period.
Segregated ONEseries Finance Charge Collections to be applied for the benefit
of ONEseries Notes with respect to any Note Transfer Date shall mean an amount
equal to the lesser of (i) the sum of the Principal Funding Sub-Account
Earnings Shortfall for all Tranches of ONEseries Notes with respect to such
Monthly Period and (ii) the Segregated ONEseries Finance Charge Collections
for the related Monthly Period.
Section 3.31 Final Payment. Each Class or Tranche of
ONEseries Notes, as applicable, will be considered to be paid in full, the
Holders of such Class or Tranche of ONEseries Notes, as applicable, will have
no further right or claim, and the Issuer will have no
further obligation or liability with respect to such Class or Tranche of
ONEseries Notes, as applicable, on the earliest to occur of:
(a) the date of the payment in full of the Outstanding
Dollar Principal Amount of and all accrued, past due and additional interest
on that Class or Tranche of ONEseries Notes, as applicable;
(b) the date on which the Outstanding Dollar Principal
Amount of such ONEseries Notes, after giving effect to all deposits,
allocations, reimbursements, reallocations, sales of Collateral and payments
to be made on such date, is reduced to zero, and all accrued, past due and
additional interest on such ONEseries Notes is paid in full;
(c) on the Legal Maturity Date of such Class or Tranche of
ONEseries Notes, after giving effect to all deposits, allocations,
reimbursements, reallocations, sales of Collateral and payments to be made on
such date; or
(d) the date on which a sale of assets has taken place with
respect to such Tranche of ONEseries Notes as set forth in Section 3.22.
[END OF ARTICLE III]
ARTICLE IV
Early Amortization of Notes
Section 4.01 Early Amortization Events.
(a) In addition to the events identified as Early
Amortization Events in Section 11.01 of the Indenture, the occurrence of any
of the following events (each, an "Early Amortization Event") will result in
an early amortization event for the ONEseries Notes:
(i) if the average Excess Spread Percentage for any
three consecutive Monthly Periods is less than the Required Excess
Spread Percentage;
(ii) if (x) the Issuer fails to add additional
Collateral to Asset Pool One or (y) the Invested Amount of an
existing Asset Pool One Collateral Certificate is not increased when
either action is required pursuant to the Asset Pool One Supplement;
(iii) if any Master Owner Trust Servicer Default
occurs which would have a material adverse effect on the ONEseries
Noteholders; or
(iv) if (x) any Asset Pool One Restriction Event
shall have occurred and (y) (1) the Asset Pool One Pool Balance for
the Monthly Period in which such Asset Pool One Restriction Event
shall have occurred or any Monthly Period thereafter as determined
with respect to each Monthly Period on the following Determination
Date, calculated without giving effect to (I) the Invested Amount of
any Asset Pool One Collateral Certificate with respect to which an
Asset Pool One Restriction Event has occurred and (II) any Asset Pool
One Principal Receivables arising in any Asset Pool One Account with
respect to which an Asset Pool One Restriction Event has occurred,
does not equal or exceed the Asset Pool One Minimum Pool Balance for
such Monthly Period or (2) the Asset Pool One Transferor Amount for
the Monthly Period in which such Asset Pool One Restriction Event
shall have occurred or any Monthly Period thereafter as determined
with respect to each Monthly Period on the following Determination
Date, calculated without giving effect to (I) the Invested Amount of
any Asset Pool One Collateral Certificate with respect to which an
Asset Pool One Restriction Event has occurred and (II) any Asset Pool
One Principal Receivables arising in any Asset Pool One Account with
respect to which an Asset Pool One Restriction Event has occurred,
does not equal or exceed the Asset Pool One Required Transferor
Amount for such Monthly Period, and in each case within 10 days of
the applicable Determination Date the Issuer shall fail to add
additional Collateral to Asset Pool One or increase the Invested
Amount of an Asset Pool One Collateral Certificate in a sufficient
amount such that the Asset Pool One Pool Balance equals or exceeds
the Asset Pool One Minimum Pool Balance for the Monthly
Period in which the Asset Pool One Restriction Event occurred
and the Asset Pool One Transferor Amount equals or exceeds the Asset
Pool One Required Transferor Amount for the Monthly Period in which
the Asset Pool One Restriction Event occurred, each as calculated
after giving effect to the reductions specified in clauses (y)(1)(I)
and (y)(1)(II), or (y)(2)(I) and (y)(2)(II) above and after giving
effect to such additions or increases as if made prior to the close
of business on the last day of the applicable Monthly Period.
(b) In addition, the Terms Document for any Tranche of
ONEseries Notes may list additional events which are "Early Amortization
Events" with respect to such Tranche of ONEseries Notes.
[END OF ARTICLE IV]
ARTICLE V
Bank Accounts and Investments
Section 5.01 Bank Accounts.
(a) On or before the Closing Date, the Issuer will cause to
be established and maintained three Qualified Bank Accounts denominated as
follows: the "Interest Funding Account," the "Principal Funding Account," and
the "Class C Reserve Account" in the name of the Collateral Agent, bearing a
designation clearly indicating that the funds deposited therein are held for
the benefit of the ONEseries Noteholders (or, in the case of the Class C
Reserve Account, for the benefit of the Class C Noteholders). The Interest
Funding Account, the Principal Funding Account and the Class C Reserve Account
constitute Supplemental Bank Accounts and shall be under the sole dominion and
control of the Collateral Agent for the benefit of the ONEseries Noteholders
(or, in the case of the Class C Reserve Account, for the benefit of the Class
C Noteholders). If, at any time, the institution holding any of the Interest
Funding Account, the Principal Funding Account or the Class C Reserve Account
ceases to be a Qualified Institution, the Issuer will within 10 Business Days
(or such longer period, not to exceed 30 calendar days, as to which each Note
Rating Agency may consent) establish a new Interest Funding Account, Principal
Funding Account or Class C Reserve Account, as the case may be, that is a
Qualified Bank Account and shall transfer any cash and/or investments to such
new Interest Funding Account, Principal Funding Account or Class C Reserve
Account, as the case may be. From the date such new Interest Funding Account,
Principal Funding Account or Class C Reserve Account is established, it will
be the "Interest Funding Account," "Principal Funding Account" or "Class C
Reserve Account," as the case may be. Each Tranche of ONEseries Notes will
have its own Sub-Account within the Interest Funding Account, the Principal
Funding Account and, in the case of the Class C Notes, the Class C Reserve
Account. The Interest Funding Account, the Principal Funding Account, and the
Class C Reserve Account will receive deposits pursuant to Article III.
(b) Notwithstanding any provision of subsection 4.03(a) of
the Indenture to the contrary, any prefunded amounts on deposit in the
Principal Funding Account will be invested in Permitted Investments that will
mature no later than the following applicable Note Transfer Date.
(c) All payments to be made from time to time by the
Indenture Trustee to Noteholders out of funds in the Interest Funding Account,
the Principal Funding Account or the Class C Reserve Account pursuant to this
Indenture Supplement will be made by the Indenture Trustee to the Paying Agent
not later than 1:00 p.m. New York City time on the applicable Interest Payment
Date or Principal Payment Date but only to the extent of available funds in
the applicable Sub-Account or as otherwise provided in Article III.
(d) On each applicable Note Transfer Date for a Tranche of
Class C Notes, all interest and earnings (net of losses and investment
expenses) accrued since the preceding Note Transfer Date for such Tranche of
Class C Notes on funds on deposit in the Class C Reserve Account will be
retained in the Class C Reserve Account (to the extent that the sum of the
amount on deposit in the Class C Reserve Account with respect to the related
Monthly Period is less than the required balance for the Class C Reserve
Account for that Monthly Period) and the excess, if any, will be paid to the
Issuer.
(e) Notwithstanding the definition of "Permitted
Investments" in the Inden ture, Permitted Investments in the Class C Reserve
Account shall be required to have a rating from Moody's and Standard & Poor's
of at least "P-2" and "A-2," respectively, and, if rated by Fitch, at least
"F2" from Fitch.
[END OF ARTICLE V]
IN WITNESS WHEREOF, the parties hereto have caused this
Indenture Supple ment to be duly executed, and their respective corporate
seals to be hereunto affixed and attested, all as of the day and year first
above written.
BANK ONE ISSUANCE TRUST, as Issuer
By: FIRST USA BANK, NATIONAL
ASSOCIATION, as Beneficiary and not
in its individual capacity
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: First Vice President
XXXXX FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION, as Indenture Trustee and
Collateral Agent for Asset Pool One and
not in its individual capacity
By: /s/ Xxxxxxxx X. Xxxxx
---------------------------
Name: Xxxxxxxx X. Xxxxx
Title: First Vice President
Exhibit A-1
-----------
FORM OF CLASS A NOTE
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT
WILL NOT AT ANY TIME INSTITUTE AGAINST THE BANK ONE ISSUANCE TRUST, FIRST USA
BANK, NATIONAL ASSOCIATION OR THE FIRST USA CREDIT CARD MASTER TRUST, OR JOIN
IN ANY INSTITUTION AGAINST THE BANK ONE ISSUANCE TRUST, FIRST USA BANK,
NATIONAL ASSOCIATION OR THE FIRST USA CREDIT CARD MASTER TRUST, IN, ANY
BANKRUPTCY PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANK RUPTCY OR
SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES OR THE
INDENTURE.
THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A
BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST
THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS OF FIRST USA BANK, NATIONAL
ASSOCIATION FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX
LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME.
REGISTERED up to $_________*
No. __ CUSIP NO. __________
BANK ONE ISSUANCE TRUST
[Floating Rate]
ONEseries CLASS A(200[o ]-[o ]) NOTE
Bank One Issuance Trust, a statutory business trust created
under the laws of the State of Delaware (herein referred to as the "Issuer"),
for value received, hereby promises to pay to CEDE & CO., or registered
assigns, subject to the following provisions, a principal sum of
_______________________ payable on the __________ ____ Payment Date (the
"Scheduled Principal Payment Date"), except as otherwise provided below or in
the Indenture; provided, however, that the entire unpaid principal amount of
this Note shall be due and payable on the _________ ____ Payment Date (the
"Legal Maturity Date"). Interest will accrue on this Note at the rate of LIBOR
plus _____% per annum, as more specifically set forth in the Class A(200[o
]-[o ]) Terms Document, dated as of ________, 2002 (the "Terms Document"),
between the Issuer, the Indenture Trustee and the Collateral Agent, and shall
be due and payable on each Interest Payment Date from the Monthly Interest
Accrual Date in the related Monthly Period (or, in the case of the first
Interest Payment Date, from and including the date of issuance of this Note)
to but excluding the first Monthly Interest Accrual Date after the end of that
Monthly Period. Interest will be computed on the basis of a 360-day year [and
the actual number of days elapsed] [consisting of twelve 30-day months]. Such
principal of and interest on this Note shall be paid in the manner specified
on the reverse hereof.
The principal of and interest on this Note are payable in
such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. All payments
made by the Issuer with respect to this Note shall be applied first to
interest due and payable on this Note as provided above and then to the unpaid
principal of this Note.
Reference is made to the further provisions of this Note set
forth on the reverse hereof, which shall have the same effect as though fully
set forth on the face of this Note.
Unless the certificate of authentication hereon has been
executed by the Indenture Trustee whose name appears below by manual
signature, this Note shall not be entitled to any benefit under the Indenture
referred to on the reverse hereof, or be valid or obligatory for any purpose.
_______________
* Denominations of $100,000 and in integral multiples of $1,000 in
excess thereof.
IN WITNESS WHEREOF, the Issuer has caused this instrument to
be signed, manually or in facsimile, by its Authorized Officer.
BANK ONE ISSUANCE TRUST, as Issuer
By: FIRST USA BANK, NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Beneficiary
under the Trust Agreement
By: ____________________________________
Name:
Title:
Date: _______ __, ____
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and referred to in
the within-mentioned Indenture.
XXXXX FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION, not in its individual
capacity but solely as
Indenture Trustee
By: ___________________________________
Name:
Title:
Date: _______ __, ____
[REVERSE OF NOTE]
This Class A Note is one of the Notes of a duly authorized
issue of Notes of the Issuer, designated as its "ONEseries Class A Notes"
(herein called the "Notes"), all issued under an Indenture dated as of May 1,
2002 (such indenture, as supplemented or amended, is herein called the
"Indenture") between the Issuer and Xxxxx Fargo Bank Minnesota, National
Association, as indenture trustee (the "Indenture Trustee," which term
includes and successor Indenture Trustee under the Indenture), as supplemented
by an Asset Pool One Supplement dated as of May 1, 2002 (the "Asset Pool One
Supplement"), a ONEseries Indenture Supplement dated as of May 1, 2002 (the
"Indenture Supplement") and the Terms Document, each between the Issuer and
Xxxxx Fargo Bank Minnesota, National Associa tion, as Indenture Trustee and
collateral agent (the "Collateral Agent"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of
the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee, the Collateral Agent and the Holders of the Notes. The Notes are
subject to all terms of the Indenture. All terms used in this Note that are
defined in the Indenture, as supplemented or amended, shall have the meanings
assigned to them in or pursuant to the Indenture, as so supplemented or
amended.
Although a summary of certain provisions of the Indenture is
set forth below, this Note is qualified in its entirety by the terms and
provisions of the Indenture and reference is made to that Indenture for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and obligations of
the Indenture Trustee.
The Class B Notes and the Class C Notes will also be issued
under the Indenture.
The Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture and the
Asset Pool One Supplement.
Principal of this Note will be payable on the Scheduled
Principal Payment Date in an amount described on the face hereof, subject to
the provisions of the Indenture.
As described above, the entire unpaid principal amount of
this Note shall be due and payable on the Legal Maturity Date. Notwithstanding
the foregoing, the entire unpaid principal amount of the Notes shall be due
and payable on the date on which an Event of Default relating solely to the
non- payment of interest on the Notes shall have occurred and be continuing
and the Indenture Trustee or the Holders of more than 662/3% of the
Outstanding Dollar Principal Amount of the Notes have declared the Notes to be
immediately due and payable in the manner provided in Section 6.02 of the
Indenture; provided, however, that such acceleration of the entire unpaid
principal amount of the Notes may be rescinded by the holders of more than
662/3% of the Outstanding Dollar Principal Amount of the Notes. All principal
payments on the Notes shall be made pro rata to the Noteholders entitled
thereto.
On any Payment Date on or after the Payment Date on which
the aggregate Nominal Liquidation Amount (after giving effect to all payments
on such Payment Date) of any tranche of Notes is reduced to less than 10% of
its highest Outstanding Dollar Principal Amount at any time, the Servicer has
the right, but not the obligation, to redeem such class of Notes in whole but
not in part, pursuant to Section 11.02 of the Indenture. The redemption price
of class of Notes will equal 100% of the Outstand ing Dollar Principal Amount
of such Tranche plus accrued, unpaid and additional interest or principal
accreted and unpaid on such Tranche to but excluding the date of redemption.
Subject to the terms and conditions of the Indenture, the
Issuer may, from time to time, issue one or more series of Notes secured by
one or more asset pools. Subject to the terms of the Asset Pool One
Supplement, the Issuer may, from time to time, issue one or more series of
Notes secured by Asset Pool One. Subject to the terms and conditions of the
Indenture Supplement, the Issuer may, from time to time, issuer one or more
Tranches of ONEseries Notes.
On each Payment Date, the Paying Agent shall distribute to
each Noteholder of record on the related Record Date (except for the final
distribution with respect to this Note) such 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 and principal on the Notes. Final payments of
this Note will be made only upon presentation and surrender of this Note at
the office or offices therein specified.
Payments of interest on this Note due and payable on each
Interest Payment Date, together with the installment of principal, if any, due
and payable on each Principal Payment Date, to the extent not in full payment
of this Note, shall be made by check mailed to the Person whose name appears
as the Registered Holder of this Note (or one or more Predecessor Notes) on
the Note Register as of the close of business on each Record Date, except that
with respect to Notes registered on the Record Date in the name of the nominee
of the clearing agency (initially, such nominee to be Cede & Co.), payments
will be made by wire transfer in immediately available funds to the account
designated by such nominee. Such checks shall be mailed to the Person entitled
thereto at the address of such Person as it appears on the Note Register as of
the applicable Record Date without requiring that this Note be submitted for
notation of payment. Any reduction in the principal amount of this Note (or
any one or more Predecessor Notes) effected by any payments made on any
Payment Date shall be binding upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or
in lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Payment Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Holder hereof as of the Record Date preceding
such Payment Date by notice mailed within five days of such Payment Date and
the amount then due and payable shall be payable only upon presentation and
surrender of this Note at the Indenture Trustee's principal Corporate Trust
Office or at the office of the Indenture Trustee's agent appointed for such
purposes located in the City of New York. On any payment of interest or
principal being made, details of such payment shall be entered by the
Indenture Trustee on behalf of the Issuer in Schedule A hereto.
As provided in the Indenture and subject to certain
limitations set forth therein, the transfer of this Note may be registered on
the Note Register upon surrender of this Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
his attorney duly authorized in writing, with such signature guaranteed by a
commercial bank or trust company located, or having a correspondent located,
in the City of New York or the city in which the Corporate Trust Office is
located, or a member firm of a national securities exchange, and such other
documents as the Indenture Trustee may require, and thereupon one or more
new Notes of authorized denominations and in the same aggregate principal
amount will be issued to the designated transferee or transferees. No service
charge will be charged for any registration of transfer or exchange of this
Note, but the transferor may be required to pay a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
such registration of transfer or exchange.
Each Noteholder or Note Owner, by acceptance of a Note or,
in the case of a Note Owner, a beneficial interest in a Note covenants and
agrees that no recourse may be taken, directly or indirectly, with respect to
the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on
the Notes or under the Indenture or any certificate or other writing delivered
in connection therewith, against (i) the Indenture Trustee, the Collateral
Agent or the Owner Trustee in its individual capacity, (ii) any owner of a
beneficial interest in the Issuer or (iii) any partner, owner, beneficiary,
agent, officer, director or employee of the Indenture Trustee, the Collateral
Agent or the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Owner Trustee, the Collateral Agent or
the Indenture Trustee or of any successor or assign of the Indenture Trustee,
the Collateral Agent or the Owner Trustee in its individual capacity, except
as any such Person may have expressly agreed and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by
applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.
Each Noteholder or Note Owner, by acceptance of a Note or,
in the case of a Note Owner, a beneficial interest in a Note, covenants and
agrees that by accepting the benefits of the Indenture that such Noteholder
will not at any time institute against First USA Bank, National Associa tion,
First USA Credit Card Master Trust or the Issuer, or join with any institution
against First USA Bank, National Association, First USA Credit Card Master
Trust or the Issuer, any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceedings, or other proceedings under any United States
Federal or state bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture, the Asset Pool One Supplement, the
ONEseries Indenture Supplement, the Terms Document or any Derivative
Agreement.
Prior to the due presentment for registration of transfer of
this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or
the Indenture Trustee may treat the Person in whose name this Note (as of the
day of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not
this Note be overdue, and neither the Issuer, the Indenture Trustee nor any
such agent shall be affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Notes under the
Indenture at any time by the Issuer with the consent of the Holders of Notes
representing more than 662/3% of the Outstanding Dollar Principal Amount of
the Notes. The Indenture also contains provisions permitting the Holders of
Notes representing specified percentages of the Outstanding Dollar Principal
Amount of the Notes, on behalf of the Holders of all the Notes, to waive
compliance by the Issuer with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Note (or any one of more Predecessor Notes) shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent or
waiver is made upon this Note. The Indenture also permits the Indenture
Trustee to amend or waive certain terms and conditions set forth in the
Indenture without the consent of Holders of the Notes issued thereunder.
The term "Issuer" as used in this Note includes any
successor to the Issuer under the Indenture.
The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Holders of Notes under the Indenture.
The Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations
therein set forth.
THIS NOTE AND THE INDENTURE WILL BE CONSTRUED IN ACCOR DANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITH OUT 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.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the obligation of the
Issuer, which is absolute and unconditional, to pay the principal of and
interest on this Note at the times, place, and rate, and in the coin or
currency herein prescribed.
No recourse may be taken, directly or indirectly, with
respect to the obligations of the Issuer on the Notes or under the Indenture
or any certificate or other writing delivered in connection herewith or
therewith, against (i) the Owner Trustee in its individual capacity, (ii) any
owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director, employee or agent of the Owner Trustee
in its individual capacity, any holder of a beneficial interest in the Issuer
or the Owner Trustee or of any successor or assign of the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Owner Trustee has no such obligations in its
individual capacity). The Holder of this Note by the acceptance hereof agrees
that, except as expressly provided in the Indenture, the Asset Pool One
Supplement, the ONEseries Indenture Supplement and the Terms Document, in the
case of an Event of Default under the Indenture, the Holder shall have no
claim against any of the foregoing for any deficiency, loss or claim
therefrom; provided, however, that nothing contained herein shall be taken to
prevent recourse to, and enforcement against, the assets of the Issuer for any
and all liabilities, obligations and undertakings contained in the Indenture
or in this Note.
Notwithstanding the allocation provisions of the Indenture, the Asset
Pool One Supplement, each additional Asset Pool Supplement, the ONEseries
Indenture Supplement and the indenture supplements for each other Series of
Notes, if any, to the extent that the ONEseries Noteholders are deemed to have
any interest in any assets of the Issuer allocated to other Notes, each
Noteholder or Note Owner, by acceptance of a Note, or in the case of a Note
Owner, a beneficial interest in a Note, shall agree that their interest in
those assets is subordinate to claims or rights of such other Noteholders to
those other assets.
Further, each Noteholder or Note Owner, by acceptance of a Note, or in the
case of a Note Owner, a beneficial interest in a Note, shall agree that such
agreement constitutes a subordination agreement for purposes of Section 510(a)
of the Bankruptcy Code.
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee
___________________________________________________________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
___________________________________________________________________________
(name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints attorney, to transfer said Note on the books kept for
registration thereof, with full power of substitution in the premises.
Dated:__________________________
____________________________________*
Signature Guaranteed:
____________________
* NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
SCHEDULE A
PART I
INTEREST PAYMENTS
Confirmation
Total Amount of of payment by
Interest Date of Interest Amount of or on behalf
Payment Date Payment Payable Interest Paid of the Trust
------------------- ------------------- -------------------- ------------------- --------------------
First................. Second................
[continue numbering
until the
appropriate number
of interest payment
dates for the Notes
is reached]
PART II
PRINCIPAL PAYMENTS
Confirmation of
Date of payment by or on
Payment Total Amount Payable Total Amount Paid behalf of the Trust
------------------------ ---------------------- ---------------------- --------------------------
Confirmation of
payment by or on
Date of Payment Total Amount Payable Total Amount Paid behalf of the Trust
------------------------ ---------------------- ---------------------- --------------------------
[continue numbering
until the appropriate
number of installment
dates for the Notes is
reached]
Exhibit A-2
-----------
FORM OF CLASS B NOTE
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT
WILL NOT AT ANY TIME INSTITUTE AGAINST THE BANK ONE ISSUANCE TRUST, FIRST USA
BANK, NATIONAL ASSOCIATION OR THE FIRST USA CREDIT CARD MASTER TRUST, OR JOIN
IN ANY INSTITUTION AGAINST THE BANK ONE ISSUANCE TRUST, FIRST USA BANK,
NATIONAL ASSOCIATION OR THE FIRST USA CREDIT CARD MASTER TRUST, IN, ANY
BANKRUPTCY PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANK RUPTCY OR
SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES OR THE
INDENTURE.
THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A
BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST
THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS OF FIRST USA BANK, NATIONAL
ASSOCIATION FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX
LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME.
REGISTERED up to $_________*
No. __ CUSIP NO. __________
BANK ONE ISSUANCE TRUST
[Floating Rate]
ONEseries CLASS B(200[o ]-[o ]) NOTE
Bank One Issuance Trust, a statutory business trust created
under the laws of the State of Delaware (herein referred to as the "Issuer"),
for value received, hereby promises to pay to CEDE & CO., or registered
assigns, subject to the following provisions, a principal sum of
_______________________ payable on the __________ ____ Payment Date (the
"Scheduled Principal Payment Date"), except as otherwise provided below or in
the Indenture; provided, however, that the entire unpaid principal amount of
this Note shall be due and payable on the _________ ____ Payment Date (the
"Legal Maturity Date"). Interest will accrue on this Note at the rate of LIBOR
plus _____% per annum, as more specifically set forth in the Class B(200[o
]-[o ]) Terms Document, dated as of ________, 2002 (the "Terms Document"),
between the Issuer, the Indenture Trustee and the Collateral Agent, and shall
be due and payable on each Interest Payment Date from the Monthly Interest
Accrual Date in the related Monthly Period (or, in the case of the first
Interest Payment Date, from and including the date of issuance of this Note)
to but excluding the first Monthly Interest Accrual Date after the end of that
Monthly Period. Interest will be computed on the basis of a 360-day year [and
the actual number of days elapsed] [consisting of twelve 30-day months]. Such
principal of and interest on this Note shall be paid in the manner specified
on the reverse hereof.
The principal of and interest on this Note are payable in
such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. All payments
made by the Issuer with respect to this Note shall be applied first to
interest due and payable on this Note as provided above and then to the unpaid
principal of this Note.
Reference is made to the further provisions of this Note set
forth on the reverse hereof, which shall have the same effect as though fully
set forth on the face of this Note.
Unless the certificate of authentication hereon has been
executed by the Indenture Trustee whose name appears below by manual
signature, this Note shall not be entitled to any benefit under the Indenture
referred to on the reverse hereof, or be valid or obligatory for any purpose.
________________
* Denominations of $100,000 and in integral multiples of $1,000 in
excess thereof.
IN WITNESS WHEREOF, the Issuer has caused this instrument to
be signed, manually or in facsimile, by its Authorized Officer.
BANK ONE ISSUANCE TRUST, as Issuer
By: FIRST USA BANK, NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Beneficiary
under the Trust Agreement
By: ____________________________________
Name:
Title:
Date: _______ __, ____
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and referred to in
the within-mentioned Indenture.
XXXXX FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION, not in its individual
capacity but solely as
Indenture Trustee
By: ____________________________________
Name:
Title:
Date: _______ __, ____
[REVERSE OF NOTE]
This Class B Note is one of the Notes of a duly authorized
issue of Notes of the Issuer, designated as its "ONEseries Class B Notes"
(herein called the "Notes"), all issued under an Indenture dated as of May 1,
2002 (such indenture, as supplemented or amended, is herein called the
"Indenture") between the Issuer and Xxxxx Fargo Bank Minnesota, National
Association, as indenture trustee (the "Indenture Trustee,"which term includes
any successor Indenture Trustee under the Indenture), as supplemented by an
Asset Pool One Supplement dated as of May 1, 2002, a ONEseries Indenture
Supplement dated as of May 1, 2002 (the "Indenture Supplement") and the Class
B Terms Document, each between the Issuer and Xxxxx Fargo Bank Minnesota,
National Association, as Indenture Trustee and collateral agent (the
"Collateral Agent"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee, the Collateral
Agent and the Holders of the Notes. The Notes are subject to all terms of the
Indenture. All terms used in this Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or
pursuant to the Indenture, as so supplemented or amended.
Although a summary of certain provisions of the Indenture is
set forth below, this Note is qualified in its entirety by the terms and
provisions of the Indenture and reference is made to that Indenture for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and obligations of
the Indenture Trustee.
The Class A Notes and the Class C Notes will also be issued
under the Indenture.
The Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture and the
Asset Pool One Supplement.
Principal of this Note will be payable on the Scheduled
Principal Payment Date in an amount described on the face hereof, subject to
the provisions of the Indenture.
As described above, the entire unpaid principal amount of
this Note shall be due and payable on the Legal Maturity Date. Notwithstanding
the foregoing, the entire unpaid principal amount of the Notes shall be due
and payable on the date on which an Event of Default relating solely to the
non- payment of interest on the Notes shall have occurred and be continuing
and the Indenture Trustee or the Holders of more than 662/3% of the
Outstanding Dollar Principal Amount of the Notes have declared the Notes to be
immediately due and payable in the manner provided in Section 6.02 of the
Indenture; provided, however, that such acceleration of the entire unpaid
principal amount of the Notes may be rescinded by the holders of more than
662/3% of the Outstanding Dollar Principal Amount of the Notes. All principal
payments on the Notes shall be made pro rata to the Noteholders entitled
thereto.
On any Payment Date on or after the Payment Date on which
the aggregate Nominal Liquidation Amount (after giving effect to all payments
on such Payment Date) of any class of Notes is reduced to less than 10% of its
highest Outstanding Dollar Principal Amount at any time, the Servicer has the
right, but not the obligation, to redeem such class of Notes in whole but not
in part, pursuant to Section 11.02 of the Indenture. The redemption price of
such Notes will equal 100% of the Outstanding Dollar Principal Amount of such
Tranche plus accrued, unpaid and additional interest or principal accreted and
unpaid on such Tranche to but excluding the date of redemption.
Subject to the terms and conditions of the Indenture, the
Issuer may, from time to time, issue one or more series of Notes secured by
one or more asset pools. Subject to the terms of the Asset Pool One
Supplement, the Issuer may, from time to time, issue one or more series of
Notes secured by Asset Pool One. Subject to the terms and conditions of the
Indenture Supplement, the Issuer may, from time to time, issuer one or more
Tranches of ONEseries Notes.
On each Payment Date, the Paying Agent shall distribute to
each Noteholder of record on the related Record Date (except for the final
distribution with respect to this Note) such 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 and principal on the Notes. Final payments of
this Note will be made only upon presentation and surrender of this Note at
the office or offices therein specified.
Payments of interest on this Note due and payable on each
Interest Payment Date, together with the installment of principal, if any, due
and payable on each Principal Payment Date, to the extent not in full payment
of this Note, shall be made by check mailed to the Person whose name appears
as the Registered Holder of this Note (or one or more Predecessor Notes) on
the Note Register as of the close of business on each Record Date, except that
with respect to Notes registered on the Record Date in the name of the nominee
of the clearing agency (initially, such nominee to be Cede & Co.), payments
will be made by wire transfer in immediately available funds to the account
designated by such nominee. Such checks shall be mailed to the Person entitled
thereto at the address of such Person as it appears on the Note Register as of
the applicable Record Date without requiring that this Note be submitted for
notation of payment. Any reduction in the principal amount of this Note (or
any one or more Predecessor Notes) effected by any payments made on any
Payment Date shall be binding upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or
in lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Payment Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Holder hereof as of the Record Date preceding
such Payment Date by notice mailed within five days of such Payment Date and
the amount then due and payable shall be payable only upon presentation and
surrender of this Note at the Indenture Trustee's principal Corporate Trust
Office or at the office of the Indenture Trustee's agent appointed for such
purposes located in the City of New York. On any payment of interest or
principal being made, details of such payment shall be entered by the
Indenture Trustee on behalf of the Issuer in Schedule A hereto.
As provided in the Indenture and subject to certain
limitations set forth therein, the transfer of this Note may be registered on
the Note Register upon surrender of this Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
his attorney duly authorized in writing, with such signature guaranteed by a
commercial bank or trust company located, or having a correspondent located,
in the City of New York or the city in which the Corporate Trust Office is
located, or a member firm of a national securities exchange, and such other
documents as the Indenture Trustee may require, and thereupon one or more new
Notes of authorized denominations and in the same aggregate principal amount
will be issued to the designated transferee or transferees. No service charge
will be charged for any registration of transfer or exchange of this Note, but
the transferor may be required to pay a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any such
registration of transfer or exchange.
Each Noteholder or Note Owner, by acceptance of a Note or,
in the case of a Note Owner, a beneficial interest in a Note covenants and
agrees that no recourse may be taken, directly or indirectly, with respect to
the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on
the Notes or under the Indenture or any certificate or other writing delivered
in connection therewith, against (i) the Indenture Trustee, the Collateral
Agent or the Owner Trustee in its individual capacity, (ii) any owner of a
beneficial interest in the Issuer or (iii) any partner, owner, beneficiary,
agent, officer, director or employee of the Indenture Trustee, the Collateral
Agent or the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Owner Trustee, the Collateral Agent or
the Indenture Trustee or of any successor or assign of the Indenture Trustee,
the Collateral Agent or the Owner Trustee in its individual capacity, except
as any such Person may have expressly agreed and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by
applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.
Each Noteholder or Note Owner, by acceptance of a Note or,
in the case of a Note Owner, a beneficial interest in a Note, covenants and
agrees that by accepting the benefits of the Indenture that such Noteholder
will not at any time institute against First USA Bank, National Associa tion,
First USA Credit Card Master Trust or the Issuer, or join with any institution
against First USA Bank, National Association, First USA Credit Card Master
Trust or the Issuer, any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceedings, or other proceedings under any United States
Federal or state bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture, the Asset Pool One Supplement, the
ONEseries Indenture Supplement, the Terms Agreement or any Derivative
Agreement.
Prior to the due presentment for registration of transfer of
this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or
the Indenture Trustee may treat the Person in whose name this Note (as of the
day of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not
this Note be overdue, and neither the Issuer, the Indenture Trustee nor any
such agent shall be affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Notes under the
Indenture at any time by the Issuer with the consent of the Holders of Notes
representing more than 662/3% of the Outstanding Dollar Principal Amount of
the Notes. The Indenture also contains provisions permitting the Holders of
Notes representing specified percentages of the Outstanding Dollar Principal
Amount of the Notes, on behalf of the Holders of all the Notes, to waive
compliance by the Issuer with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Note (or any one of more Predecessor Notes) shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent or
waiver is made upon this Note. The Indenture also permits the Indenture
Trustee to amend or waive certain terms and conditions set forth in the
Indenture without the consent of Holders of the Notes issued thereunder.
The term "Issuer" as used in this Note includes any
successor to the Issuer under the Indenture.
The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Holders of Notes under the Indenture.
The Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations
therein set forth.
THIS NOTE AND THE INDENTURE WILL BE CONSTRUED IN ACCOR DANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITH OUT 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.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the obligation of the
Issuer, which is absolute and unconditional, to pay the principal of and
interest on this Note at the times, place, and rate, and in the coin or
currency herein prescribed.
No recourse may be taken, directly or indirectly, with
respect to the obligations of the Issuer on the Notes or under the Indenture
or any certificate or other writing delivered in connection herewith or
therewith, against (i) the Owner Trustee in its individual capacity, (ii) any
owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director, employee or agent of the Owner Trustee
in its individual capacity, any holder of a beneficial interest in the Issuer
or the Owner Trustee or of any successor or assign of the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Owner Trustee has no such obligations in its
individual capacity). The Holder of this Note by the acceptance hereof agrees
that, except as expressly provided in the Indenture, the Asset Pool One
Supplement, the ONEseries Indenture Supplement and the Terms Document, in the
case of an Event of Default under the Indenture, the Holder shall have no
claim against any of the foregoing for any deficiency, loss or claim
therefrom; provided, however, that nothing contained herein shall be taken to
prevent recourse to, and enforcement against, the assets of the Issuer for any
and all liabilities, obligations and undertakings contained in the Indenture
or in this Note.
Notwithstanding the allocation provisions of the Indenture, the Asset
Pool One Supplement, each additional Asset Pool Supplement, the ONEseries
Indenture Supplement and the indenture supplements for each other Series of
Notes, if any, to the extent that the ONEseries Noteholders are deemed to have
any interest in any assets of the Issuer allocated to other Notes, each
Noteholder or Note Owner, by acceptance of a Note, or in the case of a Note
Owner, a beneficial interest in a Note, shall agree that their interest in
those assets is subordinate to claims or rights of such other Noteholders to
those other assets.
Further, each Noteholder or Note Owner, by acceptance of a Note, or in the
case of a Note Owner, a beneficial interest in a Note, shall agree that such
agreement constitutes a subordination agreement for purposes of Section 510(a)
of the Bankruptcy Code.
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee
___________________________________________________________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
___________________________________________________________________________
(name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints attorney, to transfer said Note on the books kept for
registration thereof, with full power of substitution in the premises.
Dated:__________________________
____________________________________*
Signature Guaranteed:
____________________
* NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
SCHEDULE A
----------
PART I
INTEREST PAYMENTS
Confirmation
Total Amount of of payment by
Interest Date of Interest Amount of or on behalf
Payment Date Payment Payable Interest Paid of the Trust
------------------- ------------------- -------------------- ------------------- --------------------
First.................
Second................
[continue numbering
until the
appropriate number
of interest payment
dates for the Notes
is reached]
PART II
PRINCIPAL PAYMENTS
Confirmation of
Date of payment by or on
Payment Total Amount Payable Total Amount Paid behalf of the Trust
------------------------ ---------------------- ---------------------- --------------------------
Confirmation of
payment by or on
Date of Payment Total Amount Payable Total Amount Paid behalf of the Trust
------------------------ ---------------------- ---------------------- --------------------------
[continue numbering
until the appropriate
number of installment
dates for the Notes is
reached]
Exhibit A-3
-----------
FORM OF CLASS C NOTE
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT
WILL NOT AT ANY TIME INSTITUTE AGAINST THE BANK ONE ISSUANCE TRUST, FIRST USA
BANK, NATIONAL ASSOCIATION OR THE FIRST USA CREDIT CARD MASTER TRUST, OR JOIN
ANY INSTITUTION AGAINST THE BANK ONE ISSUANCE TRUST, FIRST USA BANK, NATIONAL
ASSOCIATION OR THE FIRST USA CREDIT CARD MASTER TRUST, IN, ANY BANKRUPTCY
PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANK RUPTCY OR SIMILAR
LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES OR THE INDENTURE.
THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A
BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST
THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS OF FIRST USA BANK, NATIONAL
ASSOCIATION FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX
LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME.
REGISTERED up to $_________*
No. __ CUSIP NO. _________
BANK ONE ISSUANCE TRUST
[Floating Rate]
ONEseries CLASS C(200[o ]-[o ]) NOTE
Bank One Issuance Trust, a statutory business trust created
under the laws of the State of Delaware (herein referred to as the "Issuer"),
for value received, hereby promises to pay to CEDE & CO., or registered
assigns, subject to the following provisions, a principal sum of
_______________________ payable on the __________ ____ Payment Date (the
"Scheduled Principal Payment Date"), except as otherwise provided below or in
the Indenture; provided, however, that the entire unpaid principal amount of
this Note shall be due and payable on the _________ ____ Payment Date (the
"Legal Maturity Date"). Interest will accrue on this Note at the rate of LIBOR
plus _____% per annum, as more specifically set forth in the Class C(200[o
]-[o ]) Terms Docuement, dated as of ________, 2002 (the "Terms Document"),
between the Issuer, the Indenture Trustee and the Collateral Agent, and shall
be due and payable on each Interest Payment Date from the Monthly Interest
Accrual Date in the related Monthly Period (or, in the case of the first
Interest Payment Date, from and including the date of issuance of this Note)
to but excluding the first Monthly Interest Accrual Date after the end of that
Monthly Period. Interest will be computed on the basis of a 360-day year [and
the actual number of days elapsed] [consisting of twelve 30-day months]. Such
principal of and interest on this Note shall be paid in the manner specified
on the reverse hereof.
The principal of and interest on this Note are payable in
such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. All payments
made by the Issuer with respect to this Note shall be applied first to
interest due and payable on this Note as provided above and then to the unpaid
principal of this Note.
Reference is made to the further provisions of this Note set
forth on the reverse hereof, which shall have the same effect as though fully
set forth on the face of this Note.
Unless the certificate of authentication hereon has been
executed by the Indenture Trustee whose name appears below by manual
signature, this Note shall not be entitled to any benefit under the Indenture
referred to on the reverse hereof, or be valid or obligatory for any purpose.
__________________
* Denominations of $100,000 and in integral multiples of $1,000 in
excess thereof.
IN WITNESS WHEREOF, the Issuer has caused this instrument to
be signed, manually or in facsimile, by its Authorized Officer.
BANK ONE ISSUANCE TRUST,
as Issuer
By: FIRST USA BANK, NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Beneficiary
under the Trust Agreement
By: ________________________________
Name:
Title:
Date: _____ __, ____
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and referred to in
the within-mentioned Indenture.
XXXXX FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION, not in its individual
capacity but solely as Indenture Trustee
By: ________________________________
Name:
Title:
Date: _____ __, ____
[REVERSE OF NOTE]
This Class C Note is one of the Notes of a duly authorized
issue of Notes of the Issuer, designated as its "ONEseries Class C Notes"
(herein called the "Notes"), all issued under an Indenture dated as of May 1,
2002 (such indenture, as supplemented or amended, is herein called the
"Indenture") between the Issuer and Xxxxx Fargo Bank Minnesota, National
Association, as indenture trustee (the "Indenture Trustee," which term
includes any successor Indenture Trustee under the Indenture), as supplemented
by an Asset Pool One Supplement, dated as of May 1, 2002, a ONEseries
Indenture Supplement dated as of May 1, 2002 (the "Indenture Supplement") and
the Terms Document, between the Issuer and Xxxxx Fargo Bank Minnesota,
National Association, as Indenture Trustee and collateral agent (the
"Collateral Agent"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee, the Collateral
Agent and the Holders of the Notes. The Notes are subject to all terms of the
Indenture. All terms used in this Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or
pursuant to the Indenture, as so supplemented or amended.
Although a summary of certain provisions of the Indenture is
set forth below, this Note is qualified in its entirety by the terms and
provisions of the Indenture and reference is made to that Indenture for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and obligations of
the Indenture Trustee.
The Class A Notes and the Class B Notes will also be issued
under the Indenture.
The Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture and the
Asset Pool One Supplement.
Principal of this Note will be payable on the Scheduled
Principal Payment Date in an amount described on the face hereof, subject to
the provisions of the Indenture.
As described above, the entire unpaid principal amount of
this Note shall be due and payable on the Legal Maturity Date. Notwithstanding
the foregoing, the entire unpaid principal amount of the Notes shall be due
and payable on the date on which an Event of Default relating solely to the
non- payment of interest on the Notes shall have occurred and be continuing
and the Indenture Trustee or the Holders of more than 662/3% of the
Outstanding Dollar Principal Amount of the Notes have declared the Notes to be
immediately due and payable in the manner provided in Section 6.02 of the
Indenture; provided, however, that such acceleration of the entire unpaid
principal amount of the Notes may be rescinded by the holders of more than
662/3% of the Outstanding Dollar Principal Amount of the Notes. All principal
payments on the Notes shall be made pro rata to the Noteholders entitled
thereto.
On any Payment Date on or after the Payment Date on which
the aggregate Nominal Liquidation Amount (after giving effect to all payments
on such Payment Date) of any class of Notes is reduced to less than 10% of its
highest Outstanding Dollar Principal Amount at any time, the Servicer has the
right, but not the obligation, to redeem such class of Notes in whole but not
in part, pursuant to Section 11.02 of the Indenture. The redemption price of
such Notes will equal 100% of the Outstanding Dollar Principal Amount of such
Tranche plus accrued, unpaid and additional interest or principal accreted and
unpaid on such Tranche to but excluding the date of redemption.
Subject to the terms and conditions of the Indenture, the
Issuer may, from time to time, issue one or more series of Notes secured by
one or more asset pools. Subject to the terms of the Asset Pool One
Supplement, the Issuer may, from time to time, issue one or more series of
Notes secured by Asset Pool One. Subject to the terms and conditions of the
Indenture Supplement, the Issuer may, from time to time, issuer one or more
Tranches of ONEseries Notes.
On each Payment Date, the Paying Agent shall distribute to
each Noteholder of record on the related Record Date (except for the final
distribution with respect to this Note) such 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 and principal on the Notes. Final payments of
this Note will be made only upon presentation and surrender of this Note at
the office or offices therein specified.
Payments of interest on this Note due and payable on each
Interest Payment Date, together with the installment of principal, if any, due
and payable on each Principal Payment Date, to the extent not in full payment
of this Note, shall be made by check mailed to the Person whose name appears
as the Registered Holder of this Note (or one or more Predecessor Notes) on
the Note Register as of the close of business on each Record Date, except that
with respect to Notes registered on the Record Date in the name of the nominee
of the clearing agency (initially, such nominee to be Cede & Co.), payments
will be made by wire transfer in immediately available funds to the account
designated by such nominee. Such checks shall be mailed to the Person entitled
thereto at the address of such Person as it appears on the Note Register as of
the applicable Record Date without requiring that this Note be submitted for
notation of payment. Any reduction in the principal amount of this Note (or
any one or more Predecessor Notes) effected by any payments made on any
Payment Date shall be binding upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or
in lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Payment Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Holder hereof as of the Record Date preceding
such Payment Date by notice mailed within five days of such Payment Date and
the amount then due and payable shall be payable only upon presentation and
surrender of this Note at the Indenture Trustee's principal Corporate Trust
Office or at the office of the Indenture Trustee's agent appointed for such
purposes located in the City of New York. On any payment of interest or
principal being made, details of such payment shall be entered by the
Indenture Trustee on behalf of the Issuer in Schedule A hereto.
As provided in the Indenture and subject to certain
limitations set forth therein, the transfer of this Note may be registered on
the Note Register upon surrender of this Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
his attorney duly authorized in writing, with such signature guaranteed by a
commercial bank or trust company located, or having a correspondent located,
in the City of New York or the city in which the Corporate Trust Office is
located, or a member firm of a national securities exchange, and such other
documents as the Indenture Trustee may require, and thereupon one or more new
Notes of authorized denominations and in the same aggregate principal amount
will be issued to the designated transferee or transferees. No service charge
will be charged for any registration of transfer or exchange of this Note, but
the transferor may be required to pay a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any such
registration of transfer or exchange.
Each Noteholder or Note Owner, by acceptance of a Note or,
in the case of a Note Owner, a beneficial interest in a Note covenants and
agrees that no recourse may be taken, directly or indirectly, with respect to
the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on
the Notes or under the Indenture or any certificate or other writing delivered
in connection therewith, against (i) the Indenture Trustee, the Collateral
Agent or the Owner Trustee in its individual capacity, (ii) any owner of a
beneficial interest in the Issuer or (iii) any partner, owner, beneficiary,
agent, officer, director or employee of the Indenture Trustee, the Collateral
Agent or the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Owner Trustee, the Collateral Agent or
the Indenture Trustee or of any successor or assign of the Indenture Trustee,
the Collateral Agent or the Owner Trustee in its individual capacity, except
as any such Person may have expressly agreed and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by
applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.
Each Noteholder or Note Owner, by acceptance of a Note or,
in the case of a Note Owner, a beneficial interest in a Note, covenants and
agrees that by accepting the benefits of the Indenture that such Noteholder
will not at any time institute against First USA Bank, National Associa tion,
First USA Credit Card Master Trust or the Issuer, or join with any institution
against First USA Bank, National Association, First USA Credit Card Master
Trust or the Issuer, any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceedings, or other proceedings under any United States
Federal or state bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture, the Asset Pool One Supplement, the
ONEseries Indenture Supplement, the Terms Document or any Derivative
Agreement.
Prior to the due presentment for registration of transfer of
this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or
the Indenture Trustee may treat the Person in whose name this Note (as of the
day of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not
this Note be overdue, and neither the Issuer, the Indenture Trustee nor any
such agent shall be affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Notes under the
Indenture at any time by the Issuer with the consent of the Holders of Notes
representing more than 662/3% of the Outstanding Dollar Principal Amount of
the Notes. The Indenture also contains provisions permitting the Holders of
Notes representing specified percentages of the Outstanding Dollar Principal
Amount of the Notes, on behalf of the Holders of all the Notes, to waive
compliance by the Issuer with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Note (or any one of more Predecessor Notes) shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent or
waiver is made upon this Note. The Indenture also permits the Indenture
Trustee to amend or waive certain terms and conditions set forth in the
Indenture without the consent of Holders of the Notes issued thereunder.
The term "Issuer" as used in this Note includes any
successor to the Issuer under the Indenture.
The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Holders of Notes under the Indenture.
The Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations
therein set forth.
THIS NOTE AND THE INDENTURE WILL BE CONSTRUED IN ACCOR DANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITH OUT 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.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the obligation of the
Issuer, which is absolute and unconditional, to pay the principal of and
interest on this Note at the times, place, and rate, and in the coin or
currency herein prescribed.
No recourse may be taken, directly or indirectly, with
respect to the obligations of the Issuer on the Notes or under the Indenture
or any certificate or other writing delivered in connection herewith or
therewith, against (i) the Owner Trustee in its individual capacity, (ii) any
owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director, employee or agent of the Owner Trustee
in its individual capacity, any holder of a beneficial interest in the Issuer
or the Owner Trustee or of any successor or assign of the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Owner Trustee has no such obligations in its
individual capacity). The Holder of this Note by the acceptance hereof agrees
that, except as expressly provided in the Indenture, the Asset Pool One
Supplement, the ONEseries Indenture Supplement and the Terms Document, in the
case of an Event of Default under the Indenture, the Holder shall have no
claim against any of the foregoing for any deficiency, loss or claim
therefrom; provided, however, that nothing contained herein shall be taken to
prevent recourse to, and enforcement against, the assets of the Issuer for any
and all liabilities, obligations and undertakings contained in the Indenture
or in this Note.
Notwithstanding the allocation provisions of the Indenture, the Asset
Pool One Supplement, each additional Asset Pool Supplement, the ONEseries
Indenture Supplement and the indenture supplements for each other Series of
Notes, if any, to the extent that the ONEseries Noteholders are deemed to have
any interest in any assets of the Issuer allocated to other Notes, each
Noteholder or Note Owner, by acceptance of a Note, or in the case of a Note
Owner, a beneficial interest in a Note, shall agree that their interest in
those assets is subordinate to claims or rights of such other Noteholders to
those other assets.
Further, each Noteholder or Note Owner, by acceptance of a Note, or in the
case of a Note Owner, a beneficial interest in a Note, shall agree that such
agreement constitutes a subordination agreement for purposes of Section 510(a)
of the Bankruptcy Code.
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee
______________________________________________________________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
______________________________________________________________________________
(name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints attorney, to transfer said Note on the books kept for
registration thereof, with full power of substitution in the premises.
Dated:__________________________
____________________________________*
Signature Guaranteed:
____________________
* NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
SCHEDULE A
PART I
INTEREST PAYMENTS
Confirmation
Total Amount of of payment by
Interest Date of Interest Amount of or on behalf
Payment Date Payment Payable Interest Paid of the Trust
------------------- ------------------- -------------------- ------------------- --------------------
First...............
Second..............
[continue numbering
until the
appropriate number
of interest payment
dates for the Notes
is reached]
PART II
PRINCIPAL PAYMENTS
Confirmation of
Date of payment by or on
Payment Total Amount Payable Total Amount Paid behalf of the Trust
------------------------ ---------------------- ---------------------- --------------------------
Confirmation of
payment by or on
Date of Payment Total Amount Payable Total Amount Paid behalf of the Trust
------------------------ ---------------------- ---------------------- --------------------------
[continue numbering
until the appropriate
number of installment
dates for the Notes is
reached]
EXHIBIT C
BANK ONE ISSUANCE TRUST
Form of ONEseries Monthly Noteholders' Statement
Monthly Period: [ ] 2002
The undersigned, a duly authorized representative of First USA Bank,
National Association (the "Bank"), as Servicer pursuant to the Transfer and
Servicing Agreement, dated as of May 1, 2002 (the "Transfer and Servicing
Agreement"), among the Bank, as Transferor, Servicer and Administrator, Bank
One Issuance Trust, as Issuer, and Xxxxx Fargo Bank Minnesota, National
Association, as Indenture Trustee and Collateral Agent, does hereby certify as
follows:
A. Information Regarding the Current Distribution to Noteholders
1. The total amount of the distribution to Noteholders on the Payment Date
per $1,000 Initial Outstanding Dollar Principal Amount
Tranche Amount
--------------- -----------------
A1 $
A2 $
A3 $
A4 $
A5 $
B1 $
B2 $
B3 $
C1 $
C2 $
C3 $
2. The amount of the distribution set forth in item 1 in respect of interest
on the Notes per $1,000 Initial Outstanding Dollar Principal Amount
Tranche Amount
--------------- -----------------
A1 $
A2 $
A3 $
A4 $
A5 $
B1 $
B2 $
B3 $
C1 $
C2 $
C3 $
3. The amount of the distribution set forth in item 1 in respect of
principal on the Notes per $1,000 Initial Outstand ing Dollar Principal
Amount
Tranche Amount
--------------- -----------------
A1 $
A2 $
A3 $
A4 $
A5 $
B1 $
B2 $
B3 $
C1 $
C2 $
C3 $
B. Information regarding the Tranches of Notes of the ONEseries
1. Outstanding Dollar Principal Amount and Nominal Liquidation Amount of
Tranches of Notes of the ONEseries for the related Monthly Period
Initial Outstanding Adjusted Outstanding
Dollar Principal Outstanding Dollar Dollar Principal Nominal Liquidation
Tranche Amount Principal Amount Amount Amount
------------------- -------------------- -------------------- -------------------- ----------------------
A1 $ $ $ $
A2 $ $ $ $
A3 $ $ $ $
A4 $ $ $ $
A5 $ $ $ $
Total Class A $ $ $ $
B1 $ $ $ $
B2 $ $ $ $
B3 $ $ $ $
Total Class B $ $ $ $
C1 $ $ $ $
C2 $ $ $ $
C3 $ $ $ $
Total Class C $ $ $ $
Total $ $ $ $
2. Nominal Liquidation Amount of Notes of the ONEseries
Reimbursements
Increases of prior Reductions
from amounts Nominal due to
withdrawn Liquidation reallocations Reductions
Increases from the Amount of due to
from Principal Deficits Available amounts
accretion Funding from Principal deposited
Beginning Principal Sub-Accounts Available Collections to the Ending
Nominal for in respect of Finance and Principal Nominal
Liquidation Discount Prefunding Charge Investor Funding Liquidation
Tranche Amount Notes Excess Amounts Collections Charge-Offs Sub-Accounts Amount
----------------- ------------ ----------- -------------- -------------- ------------ ------------- ------------
A1 $ $ $ $ $ $ $
A2 $ $ $ $ $ $ $
A3 $ $ $ $ $ $ $
A4 $ $ $ $ $ $ $
A5 $ $ $ $ $ $ $
Total Class A $ $ $ $ $ $ $
B1 $ $ $ $ $ $ $
B2 $ $ $ $ $ $ $
B3 $ $ $ $ $ $ $
Total Class B $ $ $ $ $ $ $
C1 $ $ $ $ $ $ $
C2 $ $ $ $ $ $ $
C3 $ $ $ $ $ $ $
Total Class C $ $ $ $ $ $ $
Total $ $ $ $ $ $ $
3. ONEseries Interest Funding Account Sub-Account
Targeted
deposit
to the Amount
Interest Previous withdrawn
Funding shortfalls from the
Sub-Account of targeted Interest
Beginning with deposits to Actual Funding Ending
Interest respect the deposit to Sub-Account Interest
Funding to the Interest the Interest for payment Funding
Sub-Account current Funding Funding to Other Sub-Account
Tranche Balance period Sub-Account Sub-Account Noteholders Withdrawals Balance
------------------ ------------- ----------- ------------ ------------ ------------ ------------ -----------
A1 $ $ $ $ $ $ $
A2 $ $ $ $ $ $ $
A3 $ $ $ $ $ $ $
A4 $ $ $ $ $ $ $
A5 $ $ $ $ $ $ $
Total Class A $ $ $ $ $ $ $
B1 $ $ $ $ $ $ $
B2 $ $ $ $ $ $ $
B3 $ $ $ $ $ $ $
Total Class B $ $ $ $ $ $ $
C1 $ $ $ $ $ $ $
C2 $ $ $ $ $ $ $
C3 $ $ $ $ $ $ $
Total Class C $ $ $ $ $ $ $
Total $ $ $ $ $ $ $
4. ONEseries Principal Funding Account Sub-Accounts
Targeted
deposit
to the Amount
Principal Previous withdrawn
Funding shortfalls from the
Sub-Account of targeted Principal
Beginning with deposits to Actual Funding Ending
Interest respect the deposit to Sub-Account Principal
Funding to the Principal the Principal for payment Funding
Sub-Account current Funding Funding to Other Sub-Account
Tranche Balance period Sub-Account Sub-Account Noteholders Withdrawals Balance
------------------ ----------- ----------- ------------ ------------ ------------ ----------- -----------
A1 $ $ $ $ $ $ $
A2 $ $ $ $ $ $ $
A3 $ $ $ $ $ $ $
A4 $ $ $ $ $ $ $
A5 $ $ $ $ $ $ $
Total Class A $ $ $ $ $ $ $
B1 $ $ $ $ $ $ $
B2 $ $ $ $ $ $ $
B3 $ $ $ $ $ $ $
Total Class B $ $ $ $ $ $ $
C1 $ $ $ $ $ $ $
C2 $ $ $ $ $ $ $
C3 $ $ $ $ $ $ $
Total Class C $ $ $ $ $ $ $
Total $ $ $ $ $ $ $
5. ONEseries Class C Reserve Sub-Accounts
Amount Withdrawals
Actual withdrawn of Excess
Class C deposit to in respect Amounts
Reserve Targeted the Class C of payment pursuant to
Beginning Sub-Account deposit to Reserve of interest subsection Ending
Class C earnings the Sub-Account, and/or 3.25(c) of Class C
Reserve for the Class C including principal the Reserve
Sub-Account current Reserve Excess to Indenture Sub-Account
Tranche Balance period Sub-Account Amounts Noteholders Supplement Balance
------------------ ----------- ----------- ------------ ------------ ------------ -------------- -----------
C1 $ $ $ $ $ $ $
C2 $ $ $ $ $ $ $
C3 $ $ $ $ $ $ $
Total $ $ $ $ $ $ $
6. Class A Required Subordinated Amount of Class B and Class C Notes and
Class A Usage of Class B and Class C Required Subordinated Amounts
Required Required
Subordinated Subordinated
Amount of Amount of
Class B Class C
Notes as of Notes Class A Class A
the close as of the Usage Usage of
of close of Class B Class C Cumulative Cumulative
business on of business Required Required Class A Class A Usage
the related on Subordinated Subordinated Usage of Class B of Class C
Note the related Amount for Amount for Required Required
Transfer Note current current Subordinated Subordinated
Tranche Date Transfer Date period period Amount Amount
------------------ ------------ ------------- ------------ ------------ ---------------- ---------------
A1 $ $ $ $ $ $
A2 $ $ $ $ $ $
A3 $ $ $ $ $ $
A4 $ $ $ $ $ $
A5 $ $ $ $ $ $
Total $ $ $ $ $ $
7. Class B Required Subordinated Amount of Class C Notes and Class B Usage
of Class C Required Subordinated Amounts
Required Subordi- Class B Usage of Cumulative Class B
nated Amount of Class C Required Ussage of Class C
Class C Notes as of Cubordinated Required Subordi-
the close of business Amount for the nated Amount
on the related Note Current Period
Tranche Transfer Date
-------------- --------------------- -------------------- ------------------
B1 $ $ $
B2 $ $ $
B3 $ $ $
Total $ $ $
C. Information regarding the performance of the ONEseries
[November] [October] [September]
Monthly Period Monthly Period Monthly Period
---------------- --------------- --------------
Portfolio Yield % % %
Less: Base Rate % % %
Excess Spread % % %
Three Month Average
Excess Spread % % %
Principal Payment Rate % % %
FIRST USA BANK, NATIONAL ASSOCIATION,
as Servicer
By:______________________________
Name:
Title:
