<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Advanta National Bank USA
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
United States 51-0009000
- ---------------------------------------- -------------------
(State of incorporation or organization) (IRS Employer
Identification No.)
Brandywine Corporate Center
650 Naamans Road
Claymont, Delaware 19703
- ---------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Advanta National Bank
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
United States 23-2804492
- ---------------------------------------- -------------------
(State of incorporation or organization) (IRS Employer
Identification No.)
501 Carr Road
Wilmington, Delaware 19809
- ---------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
ADVANTA Credit Card Mater Trust II
Class A Floating Rate Asset Backed Certificates, Series 1996-D
Class B Floating Rate Asset Backed Certificates, Series 1996-D
- --------------------------------------------------------------------------------
(Title of Class)
2
<PAGE> 2
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants' Securities to be Registered.
The description of the Floating Rate Asset Backed Certificates
appearing under the captions entitled: "Summary of Terms"; "Risk
Factors"; "The Receivables"; "Maturity Assumptions"; "Receivable Yield
Considerations"; and "Description of the Certificates"; in the
Prospectus Supplement dated June 10, 1996 and "Summary of Terms";
"Risk Factors"; "Certain Legal Aspects of the Receivables";
"Description of the Certificates"; "Certain Federal Income Tax
Consequences"; and "ERISA Considerations" in the Prospectus, dated
June 10, 1996 (the Prospectus and the Prospectus Supplement are
incorporated herein by reference as Exhibit 6).
Item 2. Exhibits.
Exhibit 1- Form of specimens of certificates representing Class A Floating
Rate Asset Backed Certificates, Series 1996-D and Class B
Floating Rate Asset Backed Certificates, Series 1996-D.
Exhibit 2- Amended and Restated Pooling and Servicing Agreement (included in
Exhibit 4.1 to the Registrant's Form 8-K, as filed with the
Securities and Exchange Commission on August 9, 1995, which is
incorporated herein by reference).
Exhibit 3- Amendment Number 1 to Amended and Restated Pooling and Servicing
Agreement (included in Exhibit 4.2 to the Registrant's Form 8-K,
as filed with the Securities and Exchange Commission on August 9,
1995, which is incorporated herein by reference).
Exhibit 4- Amendment Number 2 to Amended and Restated Pooling and Servicing
Agreement (included in the Registrants' Form 8-K, as filed with
the Securities and Exchange Commission on November 13, 1995,
which is incorporated herein by reference).
Exhibit 5- Series 1996-D Supplement.
Exhibit 6- Prospectus Supplement dated June 10, 1996 together with the
Prospectus dated June 10, 1996, as filed with the Securities and
Exchange Commission on June 12, 1996, pursuant to Rule 424(b)(5).
2
<PAGE> 3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the Registrants has duly caused this Form 8-A
to be signed on its behalf by the undersigned, thereto duly authorized.
ADVANTA NATIONAL BANK
By: /s/ Michael Coco
-----------------
Michael Coco
Vice President
ADVANTA NATIONAL BANK USA
By: /s/ Michael Coco
-----------------
Michael Coco
Vice President
Date: June 18, 1996
3
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Number Exhibit Numbered Page
- -------------- ------- -------------
<S> <C> <C>
1 Form of specimens of certificates
representing Class A Floating Rate Asset
Backed Certificates, Series 1996-D and
Class B Floating Rate Asset Backed
Certificates, Series 1996-D.
2 Amended and Restated Pooling and N/A
Servicing Agreement (included in Exhibit
4.1 to the Registrant's Form 8-K, as
filed with the Securities and Exchange
Commission on August 9, 1995, which is
incorporated herein by reference).
3 Amendment Number 1 to Amended and N/A
Restated Pooling and Servicing Agreement
(included in Exhibit 4.2 to the
Registrant's Form 8-K, as filed with the
Securities and Exchange Commission on August 9,
1995, which is incorporated herein by
reference).
4 Amendment Number 2 to Amended and N/A
Restated Pooling and Servicing Agreement
(included in the Registrants' Form 8-K, as
filed with the Securities and Exchange
Commission on November 13, 1995, which is
incorporated herein by reference).
5 Series 1996-D Supplement.
6 Prospectus Supplement dated June 10, N/A
1996 together with the Prospectus dated
June 10, 1996, as filed with the
Securities and Exchange Commission on
June 12, 1996, pursuant to Rule
424(b)(5).
</TABLE>
4
<PAGE> 1
EXHIBIT 1
<PAGE> 2
REGISTERED
ADVANTA CREDIT CARD MASTER TRUST II
CLASS A FLOATING RATE ASSET-BACKED CERTIFICATE,
SERIES 1996-D
Unless this Class A Certificate 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 certificate issued is registered in the name of Cede & Co. or in 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.
Evidencing an undivided interest in a trust, the corpus of
which consists of receivables generated from time to time in the
ordinary course of business in a portfolio of revolving consumer credit
card accounts owned by Advanta National Bank USA, Advanta National Bank
(the "Sellers") or any Additional Seller.
No. 1 CUSIP NO. 007960AY3
$200,000,000
(Not an interest in or obligation of Advanta National Bank
USA, Advanta National Bank, or any affiliate thereof, except to the
limited extent described herein.)
This certifies that CEDE & CO. (the "Investor
Certificateholder") is the registered owner of an undivided interest in certain
assets of a trust (the "Trust"), created pursuant to the Amended and Restated
Pooling and Servicing Agreement, dated as of December 1, 1993, and as amended
and restated on May 23, 1994, and as amended by Amendment Number 1 dated as of
July 1, 1994 by and between Advanta National Bank USA, a national banking
association organized under the laws of the United States ("AUS"), as Seller and
Servicer, and Bankers Trust Company, as Trustee (the "Trustee"), and as further
amended by Amendment Number 2 dated as of October 6, 1995 by and among AUS, as
Seller and Servicer, Advanta National Bank, a national banking association
organized under the laws of the United States ("ANB" and, together with AUS, the
"Banks") as seller (in such capacity, a "Seller" and together with AUS as a
Seller, the "Sellers") and the Trustee (as amended from time to time,
<PAGE> 3
the Amended and Restated Pooling and Servicing Agreement") as supplemented by
the Series 1996-D Supplement, dated as of June 18, 1996, by and among AUS, as
Seller and Servicer, ANB, as Seller, and the Trustee. The Amended and Restated
Pooling and Servicing Agreement, the Series 1996-D Supplement and any
amendments, exhibits and schedules thereto are collectively referred to herein
as the "Agreement." The corpus of the Trust consists of (i) a portfolio of
receivables (the "Receivables") arising under selected VISA and MasterCard*
consumer credit card accounts or other revolving consumer credit accounts (the
"Accounts") in portfolios of revolving consumer credit accounts owned by any of
AUS, ANB or any Additional Seller, (ii) all monies due or to become due in
payment of the Receivables, all proceeds of the Receivables (other than
investment earnings related to such proceeds), (iii) the right to receive
certain Interchange attributed to cardholder charges for merchandise and
services in the Accounts, (iv) certain amounts recovered from Accounts in which
the Receivables have been written off as uncollectible, (v) proceeds of credit
insurance policies relating to the Receivables and (vi) all monies on deposit in
certain bank accounts of the Trust and the benefits of any type of enhancement
("Series Enhancement") issued with respect to any Series (the drawing on or
payment of such Series Enhancement being available only to Certificateholders of
a specified Series or Class unless otherwise indicated in the related
Supplement). The Trust assets may also include participations (including 100%
participations) representing undivided interests in a pool of assets primarily
consisting of revolving credit card receivables or consumer loan receivables
(secured and unsecured), and any interests in both such types of receivables,
including securities representing or backed by both such types of receivables,
and other self-liquidating financial assets owned by a Seller or any affiliate
of any Seller and collections thereon. AUS as Seller conveyed to the Trust all
Receivables existing under certain designated Accounts at the time of the
formation of the Trust and all Receivables arising under such Accounts from time
to time thereafter. In addition, the Sellers have conveyed and the Sellers may
convey in the future all Receivables existing under certain designated
Additional Accounts (including Automatic Additional Accounts) and all
Receivables thereafter arising in such Additional Accounts.
Although a summary of certain provisions of the Agreement is
set forth below, this Class A Certificate does not purport to summarize the
Agreement, is qualified in its entirety by the terms and provisions of the
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. A copy of the
Agreement may be obtained from the
- --------
* VISA and MasterCard are registered trademarks of VISA USA, Inc., and
MasterCard International Incorporated, respectively.
2
<PAGE> 4
Trustee by writing to the Trustee at Four Albany Street, New York, New York
10006, Attention: Corporate Trust and Agency Group/Structured Finance Group. To
the extent not defined herein, the capitalized terms used herein have the
meanings ascribed to them in the Agreement.
This Class A Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement to which the Holder of this
Class A Certificate by virtue of the acceptance hereof assents and is bound.
It is the intent of the Sellers and the Class A
Certificateholders that, for federal income taxes, state and local income and
franchise taxes and any other taxes imposed on or measured by income, the Class
A Certificates will be treated as indebtedness secured by the Receivables. The
Servicer by entering into the Agreement and the Sellers, the Holder of the Bank
Certificate, each Holder of a Class A Certificate and each Holder of a Class B
Certificate, by acceptance of its Certificate, agrees to treat the Series 1996-D
Certificates for purposes of federal income taxes, state and local income and
franchise taxes, and any other taxes imposed on or measured by income, as
indebtedness of the Sellers.
Subject to the terms of the Agreement, payments of principal
of the Class A Certificates are limited to the unpaid Class A Investor Amount,
which may be less than the unpaid principal balance of the Class A Certificates,
pursuant to the terms of the Agreement. All principal of and interest on the
Class A Certificates is scheduled to be paid by the December 2002 Distribution
Date but may be paid earlier. Subject to prior termination as provided in the
Agreement, the interest of the Series 1996-D Certificateholders in the Trust
will terminate following the earliest of (i) the date on which the Investor
Amount is paid in full, (ii) the June 2005 Distribution Date and (iii) the
termination of the Trust pursuant to Section 12.01 of the Agreement.
The Receivables consist of Principal Receivables which arise
generally from the purchase of goods and services and cash advances and in
respect of Periodic Finance Charges, Overlimit Fees, Late Fees, annual
membership fees and annual service charges, if any, Cash Advance Fees,
transaction charges and all other fees and charges with respect to the Accounts
designated by the Sellers to be included in Finance Charge Receivables. This
Certificate is one of a series of Certificates entitled "ADVANTA Credit Card
Master Trust II, Class A Floating Rate Asset Backed Certificates, Series 1996-D"
(the "Class A Certificates"), each of which represents a fractional undivided
interest in certain assets of the Trust. The Trust's assets are allocated in
part to the Holders of the Class A Certificates, in part to the Holders of the
Class B Certificates, in part to the Collateral Interest Holder, in part to the
Holders of Investor Certificates of all other Series and in part to the Sellers
as Holders of the Bank Certificate and the Holders of any Supplemental
Certificates
3
<PAGE> 5
outstanding from time to time. The Bank Certificate and the Holders of any
outstanding Supplemental Certificates represent the Sellers' Interest in the
Trust. The Bank Certificate and any outstanding Supplemental Certificates
represent the interest in the Principal Receivables not represented by the
Investor Certificates.
The aggregate interest represented by the Series 1996-D
Certificates at any time in the Principal Receivables in the Trust shall not
exceed an amount equal to the Principal Allocation Percentage thereof (as set
forth in the Agreement) at such time. The Initial Investor Amount is
$700,000,000. The Invested Amount for any date will equal the sum of the Class A
Invested Amount, the Class B Invested Amount and the Collateral Invested Amount.
The Class A Initial Invested Amount is $497,375,000. The Class A Initial
Investor Amount is $605,500,000. The Class A Invested Amount for any date of
determination will be an amount equal to (a) the Class A Initial Invested
Amount, plus (b) the amount of any increases in the Class A Invested Amount
during the Funding Period, minus (c) the aggregate amount of principal payments
(other than principal payments made from amounts on deposit in the Pre-Funding
Account on the first Distribution Date following the end of the Funding Period)
made to the Class A Certificateholders on or prior to such date, minus (d) the
excess, if any, of the aggregate amount of Class A Investor Charge-offs for all
prior Distribution Dates over the aggregate amount of Class A Investor
Charge-Offs reimbursed prior to such date, minus (e) the Principal Funding
Account Balance.
Interest will be distributed monthly on the 15th day of each
calendar month or, if such 15th day is not a Business Day, payment will be made
on the next succeeding Business Day (each, a "Distribution Date"), commencing
August 15, 1996, in an amount equal to the product of (i) (a) a fraction, the
numerator of which is the actual number of days in the related Interest Period
and the denominator of which is 360, times (b) the Class A Certificate Rate, and
(ii) the outstanding principal amount of the Class A Certificates as of the
preceding Record Date (or, in the case of the first Distribution Date, as of the
Closing Date).
The Class A Certificates will bear interest for the period
from the Closing Date through July 14, 1996, and for the period from July 15,
1996 through August 14, 1996, and with respect to each Interest Period
thereafter, at the rate of .15% per annum above LIBOR determined as set forth
below (the "Class A Certificate Rate").
The Trustee will determine LIBOR on June 14, 1996 for the
period from the Closing Date through July 14, 1996 and on July 11, 1996 for the
period from July 15, 1996 through August 14, 1996, and for each Interest Period
thereafter, on the second London Business Day prior to the Distribution Date on
which such Interest Period commences (each, a "LIBOR Determination Date"). A
"London Business Day" is any day on which dealings in deposits
4
<PAGE> 6
in United States dollars are transacted in the London interbank market. The
Class A Certificate Rate applicable to the then current and the immediately
preceding Interest Periods may be obtained by telephoning the Trustee at its
Corporate Trust Office at (800) 735-7777.
The determination of LIBOR will be made in accordance with the
following provisions:
(i) On each LIBOR Determination Date, the Trustee will
determine LIBOR based on the rate for deposits in United States dollars
for a one-month period which appears on Telerate Page 3750 as of 11:00
A.M. (London time) on such date.
(ii) If such rate does not appear on Telerate Page 3750, the
Trustee will determine LIBOR on the basis of quotations of the offered
rates for deposits in United States dollars provided by the Reference
Banks at approximately 11:00 A.M. (London time) on such LIBOR
Determination Date to prime banks in the London interbank market for a
one-month period. If at least two such quotations are provided, LIBOR
will be the arithmetic mean of such quotations.
(iii) If, on the LIBOR Determination Date, such rate does not
appear on Telerate Page 3750 and only one or none of the Reference
Banks provides such offered quotations, LIBOR will be the rate per
annum that the Trustee determines to be the arithmetic mean of the
offered quotations that three major banks in The City of New York
selected by the Servicer are quoting at approximately 11:00 A.M. (New
York City time) on that day for loans in United States dollars to
leading European banks for a one-month period.
On each Distribution Date with respect to the Class A
Accumulation Period, an amount equal to the least of (a) Available Investor
Principal Collections on deposit in the Collection Account with respect to such
Distribution Date, (b) the Controlled Deposit Amount for such Distribution Date
and (c) the Class A Invested Amount, will be deposited in the Principal Funding
Account for payment to the Class A Certificateholders on the Class A Expected
Final Distribution Date or on the first Distribution Date with respect to the
Rapid Amortization Period.
On each Distribution Date during the Rapid Amortization Period
until the Class A Investor Amount has been paid in full or the Series
Termination Date occurs, the Class A Certificateholders will be entitled to
receive Available Investor Principal Collections in an amount up to the Class A
Investor Amount.
On any Distribution Date occurring on or after the Investor
Amount is reduced to 5% or less of the Initial Investor
5
<PAGE> 7
Amount, the Sellers will have the option (to be exercised in their sole
discretion) to repurchase the Certificates.
This Class A Certificate does not represent an obligation of,
or an interest in, Advanta Corp., AUS, ANB, any Additional Seller, the Servicer
or any Affiliate of any of them. None of the Class A Certificates, the Accounts
nor the Receivables are deposits or insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agency. This Class A Certificate
is limited in right of payment to certain Collections with respect to the
Receivables (and certain other amounts), all as more specifically set forth
herein and in the Agreement.
The Agreement may be amended under certain circumstances by
the Servicer, the Sellers and the Trustee, without Certificateholder consent,
provided that (i) each Seller shall have delivered to the Trustee an Officer's
Certificate to the effect that such Seller reasonably believes that such
amendment will not result in the occurrence of a Pay Out Event or materially
adversely affect the amount or timing of distributions to be made to the
Investor Certificateholders of any Series or Class and (ii) written confirmation
from each Rating Agency that such amendment will not result in a reduction or
withdrawal of the rating of the Series 1996-D Certificates or the rating of any
other outstanding Series or Class with respect to which it is a Rating Agency.
The Agreement may be amended by the Servicer, the Sellers and
the Trustee, with the consent of the Holders of Investor Certificates evidencing
not less than 66-2/3% of the aggregate Investor Amount of the Investor
Certificates of all adversely affected Series, for the purpose of adding any
provisions to, changing in any manner or eliminating any of the provisions of
the Agreement or of modifying in any manner the rights of Investor
Certificateholders of any Series then issued and outstanding; provided, however,
that no such amendment shall (a) reduce in any manner the amount of, or delay
the timing of, distributions to Investor Certificateholders or deposits of
amounts to be so distributed or the amount available under any Series
Enhancement without the consent to any such amendment of each affected
Certificateholder, (b) change the definition of or the manner of calculating the
interest of any Investor Certificateholder without the consent of each affected
Investor Certificateholder, (c) reduce the aforesaid percentage required to
consent to any such amendment without the consent of each Investor
Certificateholder or (d) adversely affect the rating of any Series or Class by
each Rating Agency without the consent of the Holders of Investor Certificates
of such Series or Class evidencing not less than 66-2/3% of the aggregate
Investor Amount of the Investor Certificates of such Series or Class.
The Class A Certificates are issuable only in denominations of
$1,000 and integral multiples of $1,000 in excess thereof. The transfer of this
Class A Certificate shall
6
<PAGE> 8
be registered in the Certificate Register upon surrender of this Class A
Certificate for registration of transfer at any office or agency maintained by
the Transfer Agent and Registrar accompanied by a written instrument of
transfer, in a form satisfactory to the Trustee and the Transfer Agent and
Registrar, duly executed by the Holder or his attorney and duly authorized in
writing, and thereupon one or more new Class A Certificates of authorized
denominations and for the same aggregate fractional undivided interest will be
issued to the designated transferee or transferees.
As provided in the Agreement and subject to certain
limitations therein set forth, this Class A Certificate is exchangeable for a
new Class A Certificate evidencing a like aggregate fractional undivided
interest, as requested by the Holder surrendering this Class A Certificate. No
service charge may be imposed for any such exchange, but the Transfer Agent and
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.
Prior to due presentation of this Class A Certificate for
registration of transfer, the Transfer Agent and Registrar, the Paying Agent and
the Trustee and any agent of any of them may treat the person in whose name this
Class A Certificate is registered as the owner hereof for all purposes, and
neither the Trustee, the Paying Agent or the Transfer Agent and Registrar nor
any agent of any of them shall be affected by notice to the contrary except in
certain circumstances described in the Agreement.
This Class A Certificate shall be construed in accordance with
and governed by the laws of the State of New York, without reference to its
conflict of law provisions.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, or by an
authenticating agent appointed by the Trustee, this Class A Certificate shall
not be entitled to any benefit under the Agreement, or be valid for any purpose.
7
<PAGE> 9
IN WITNESS WHEREOF, the Sellers have caused this Class A
Certificate to be duly executed.
ADVANTA NATIONAL BANK USA
By: /s/ Michael Coco
---------------------
Vice President
ADVANTA NATIONAL BANK
By: /s/ Michael Coco
---------------------
Vice President
This is one of the Class A Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Trustee,
By: /s/ Kevin J. Healey
---------------------
Authorized Officer
Dated: June 18, 1996
8
<PAGE> 10
__________
ASSIGNMENT
__________
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE(S)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
__________________________
: :
: :
: :
__________________________ _____________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)
____________________ the within certificate and all rights thereunder, and
hereby irrevocably constitutes and appoints ____________________ Attorney, with
full power of substitution in the premises, to transfer said certificate on the
books kept for registration thereof.
Dated: ________________________
______________________________
Note: The signature(s) to this
Assignment must correspond with the
name(s) as written on the face of
the within certificate in every
particular, without alteration or
enlargement or any change whatever.
(1) An assignee which is not a
United States Person as
defined in the Internal
Revenue Code of 1986, as
amended (the "Code") must
certify to the Transfer
Agent and Registrar in
writing as to such status
and such further
information as may be
required under the Code or
reasonably requested by the
Transfer Agent and
Registrar.
9
<PAGE> 11
REGISTERED
ADVANTA CREDIT CARD MASTER TRUST II
CLASS A FLOATING RATE ASSET-BACKED CERTIFICATE,
SERIES 1996-D
Unless this Class A Certificate 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 certificate issued is registered in the name of Cede & Co. or in 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.
Evidencing an undivided interest in a trust, the corpus of
which consists of receivables generated from time to time in the
ordinary course of business in a portfolio of revolving consumer credit
card accounts owned by Advanta National Bank USA, Advanta National Bank
(the "Sellers") or any Additional Seller.
No. 2 CUSIP NO. 007960AY3
$200,000,000
(Not an interest in or obligation of Advanta National Bank
USA, Advanta National Bank, or any affiliate thereof, except to the
limited extent described herein.)
This certifies that CEDE & CO. (the "Investor
Certificateholder") is the registered owner of an undivided interest in certain
assets of a trust (the "Trust"), created pursuant to the Amended and Restated
Pooling and Servicing Agreement, dated as of December 1, 1993, and as amended
and restated on May 23, 1994, and as amended by Amendment Number 1 dated as of
July 1, 1994 by and between Advanta National Bank USA, a national banking
association organized under the laws of the United States ("AUS"), as Seller and
Servicer, and Bankers Trust Company, as Trustee (the "Trustee"), and as further
amended by Amendment Number 2 dated as of October 6, 1995 by and among AUS, as
Seller and Servicer, Advanta National Bank, a national banking association
organized under the laws of the United States ("ANB" and, together with AUS, the
"Banks") as seller (in such capacity, a "Seller" and together with AUS as a
Seller, the "Sellers") and the Trustee (as amended from time to time,
<PAGE> 12
the Amended and Restated Pooling and Servicing Agreement") as supplemented by
the Series 1996-D Supplement, dated as of June 18, 1996, by and among AUS, as
Seller and Servicer, ANB, as Seller, and the Trustee. The Amended and Restated
Pooling and Servicing Agreement, the Series 1996-D Supplement and any
amendments, exhibits and schedules thereto are collectively referred to herein
as the "Agreement." The corpus of the Trust consists of (i) a portfolio of
receivables (the "Receivables") arising under selected VISA and MasterCard*
consumer credit card accounts or other revolving consumer credit accounts (the
"Accounts") in portfolios of revolving consumer credit accounts owned by any of
AUS, ANB or any Additional Seller, (ii) all monies due or to become due in
payment of the Receivables, all proceeds of the Receivables (other than
investment earnings related to such proceeds), (iii) the right to receive
certain Interchange attributed to cardholder charges for merchandise and
services in the Accounts, (iv) certain amounts recovered from Accounts in which
the Receivables have been written off as uncollectible, (v) proceeds of credit
insurance policies relating to the Receivables and (vi) all monies on deposit in
certain bank accounts of the Trust and the benefits of any type of enhancement
("Series Enhancement") issued with respect to any Series (the drawing on or
payment of such Series Enhancement being available only to Certificateholders of
a specified Series or Class unless otherwise indicated in the related
Supplement). The Trust assets may also include participations (including 100%
participations) representing undivided interests in a pool of assets primarily
consisting of revolving credit card receivables or consumer loan receivables
(secured and unsecured), and any interests in both such types of receivables,
including securities representing or backed by both such types of receivables,
and other self-liquidating financial assets owned by a Seller or any affiliate
of any Seller and collections thereon. AUS as Seller conveyed to the Trust all
Receivables existing under certain designated Accounts at the time of the
formation of the Trust and all Receivables arising under such Accounts from time
to time thereafter. In addition, the Sellers have conveyed and the Sellers may
convey in the future all Receivables existing under certain designated
Additional Accounts (including Automatic Additional Accounts) and all
Receivables thereafter arising in such Additional Accounts.
Although a summary of certain provisions of the Agreement is
set forth below, this Class A Certificate does not purport to summarize the
Agreement, is qualified in its entirety by the terms and provisions of the
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. A copy of the
Agreement may be obtained from the
- --------
* VISA and MasterCard are registered trademarks of VISA USA, Inc., and
MasterCard International Incorporated, respectively.
2
<PAGE> 13
Trustee by writing to the Trustee at Four Albany Street, New York, New York
10006, Attention: Corporate Trust and Agency Group/Structured Finance Group. To
the extent not defined herein, the capitalized terms used herein have the
meanings ascribed to them in the Agreement.
This Class A Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement to which the Holder of this
Class A Certificate by virtue of the acceptance hereof assents and is bound.
It is the intent of the Sellers and the Class A
Certificateholders that, for federal income taxes, state and local income and
franchise taxes and any other taxes imposed on or measured by income, the Class
A Certificates will be treated as indebtedness secured by the Receivables. The
Servicer by entering into the Agreement and the Sellers, the Holder of the Bank
Certificate, each Holder of a Class A Certificate and each Holder of a Class B
Certificate, by acceptance of its Certificate, agrees to treat the Series 1996-D
Certificates for purposes of federal income taxes, state and local income and
franchise taxes, and any other taxes imposed on or measured by income, as
indebtedness of the Sellers.
Subject to the terms of the Agreement, payments of principal
of the Class A Certificates are limited to the unpaid Class A Investor Amount,
which may be less than the unpaid principal balance of the Class A Certificates,
pursuant to the terms of the Agreement. All principal of and interest on the
Class A Certificates is scheduled to be paid by the December 2002 Distribution
Date but may be paid earlier. Subject to prior termination as provided in the
Agreement, the interest of the Series 1996-D Certificateholders in the Trust
will terminate following the earliest of (i) the date on which the Investor
Amount is paid in full, (ii) the June 2005 Distribution Date and (iii) the
termination of the Trust pursuant to Section 12.01 of the Agreement.
The Receivables consist of Principal Receivables which arise
generally from the purchase of goods and services and cash advances and in
respect of Periodic Finance Charges, Overlimit Fees, Late Fees, annual
membership fees and annual service charges, if any, Cash Advance Fees,
transaction charges and all other fees and charges with respect to the Accounts
designated by the Sellers to be included in Finance Charge Receivables. This
Certificate is one of a series of Certificates entitled "ADVANTA Credit Card
Master Trust II, Class A Floating Rate Asset Backed Certificates, Series 1996-D"
(the "Class A Certificates"), each of which represents a fractional undivided
interest in certain assets of the Trust. The Trust's assets are allocated in
part to the Holders of the Class A Certificates, in part to the Holders of the
Class B Certificates, in part to the Collateral Interest Holder, in part to the
Holders of Investor Certificates of all other Series and in part to the Sellers
as Holders of the Bank Certificate and the Holders of any Supplemental
Certificates
3
<PAGE> 14
outstanding from time to time. The Bank Certificate and the Holders of any
outstanding Supplemental Certificates represent the Sellers' Interest in the
Trust. The Bank Certificate and any outstanding Supplemental Certificates
represent the interest in the Principal Receivables not represented by the
Investor Certificates.
The aggregate interest represented by the Series 1996-D
Certificates at any time in the Principal Receivables in the Trust shall not
exceed an amount equal to the Principal Allocation Percentage thereof (as set
forth in the Agreement) at such time. The Initial Investor Amount is
$700,000,000. The Invested Amount for any date will equal the sum of the Class A
Invested Amount, the Class B Invested Amount and the Collateral Invested Amount.
The Class A Initial Invested Amount is $497,375,000. The Class A Initial
Investor Amount is $605,500,000. The Class A Invested Amount for any date of
determination will be an amount equal to (a) the Class A Initial Invested
Amount, plus (b) the amount of any increases in the Class A Invested Amount
during the Funding Period, minus (c) the aggregate amount of principal payments
(other than principal payments made from amounts on deposit in the Pre-Funding
Account on the first Distribution Date following the end of the Funding Period)
made to the Class A Certificateholders on or prior to such date, minus (d) the
excess, if any, of the aggregate amount of Class A Investor Charge-offs for all
prior Distribution Dates over the aggregate amount of Class A Investor
Charge-Offs reimbursed prior to such date, minus (e) the Principal Funding
Account Balance.
Interest will be distributed monthly on the 15th day of each
calendar month or, if such 15th day is not a Business Day, payment will be made
on the next succeeding Business Day (each, a "Distribution Date"), commencing
August 15, 1996, in an amount equal to the product of (i) (a) a fraction, the
numerator of which is the actual number of days in the related Interest Period
and the denominator of which is 360, times (b) the Class A Certificate Rate, and
(ii) the outstanding principal amount of the Class A Certificates as of the
preceding Record Date (or, in the case of the first Distribution Date, as of the
Closing Date).
The Class A Certificates will bear interest for the period
from the Closing Date through July 14, 1996, and for the period from July 15,
1996 through August 14, 1996, and with respect to each Interest Period
thereafter, at the rate of .15% per annum above LIBOR determined as set forth
below (the "Class A Certificate Rate").
The Trustee will determine LIBOR on June 14, 1996 for the
period from the Closing Date through July 14, 1996 and on July 11, 1996 for the
period from July 15, 1996 through August 14, 1996, and for each Interest Period
thereafter, on the second London Business Day prior to the Distribution Date on
which such Interest Period commences (each, a "LIBOR Determination Date"). A
"London Business Day" is any day on which dealings in deposits
4
<PAGE> 15
in United States dollars are transacted in the London interbank market. The
Class A Certificate Rate applicable to the then current and the immediately
preceding Interest Periods may be obtained by telephoning the Trustee at its
Corporate Trust Office at (800) 735-7777.
The determination of LIBOR will be made in accordance with the
following provisions:
(i) On each LIBOR Determination Date, the Trustee will
determine LIBOR based on the rate for deposits in United States dollars
for a one-month period which appears on Telerate Page 3750 as of 11:00
A.M. (London time) on such date.
(ii) If such rate does not appear on Telerate Page 3750, the
Trustee will determine LIBOR on the basis of quotations of the offered
rates for deposits in United States dollars provided by the Reference
Banks at approximately 11:00 A.M. (London time) on such LIBOR
Determination Date to prime banks in the London interbank market for a
one-month period. If at least two such quotations are provided, LIBOR
will be the arithmetic mean of such quotations.
(iii) If, on the LIBOR Determination Date, such rate does not
appear on Telerate Page 3750 and only one or none of the Reference
Banks provides such offered quotations, LIBOR will be the rate per
annum that the Trustee determines to be the arithmetic mean of the
offered quotations that three major banks in The City of New York
selected by the Servicer are quoting at approximately 11:00 A.M. (New
York City time) on that day for loans in United States dollars to
leading European banks for a one-month period.
On each Distribution Date with respect to the Class A
Accumulation Period, an amount equal to the least of (a) Available Investor
Principal Collections on deposit in the Collection Account with respect to such
Distribution Date, (b) the Controlled Deposit Amount for such Distribution Date
and (c) the Class A Invested Amount, will be deposited in the Principal Funding
Account for payment to the Class A Certificateholders on the Class A Expected
Final Distribution Date or on the first Distribution Date with respect to the
Rapid Amortization Period.
On each Distribution Date during the Rapid Amortization Period
until the Class A Investor Amount has been paid in full or the Series
Termination Date occurs, the Class A Certificateholders will be entitled to
receive Available Investor Principal Collections in an amount up to the Class A
Investor Amount.
On any Distribution Date occurring on or after the Investor
Amount is reduced to 5% or less of the Initial Investor
5
<PAGE> 16
Amount, the Sellers will have the option (to be exercised in their sole
discretion) to repurchase the Certificates.
This Class A Certificate does not represent an obligation of,
or an interest in, Advanta Corp., AUS, ANB, any Additional Seller, the Servicer
or any Affiliate of any of them. None of the Class A Certificates, the Accounts
nor the Receivables are deposits or insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agency. This Class A Certificate
is limited in right of payment to certain Collections with respect to the
Receivables (and certain other amounts), all as more specifically set forth
herein and in the Agreement.
The Agreement may be amended under certain circumstances by
the Servicer, the Sellers and the Trustee, without Certificateholder consent,
provided that (i) each Seller shall have delivered to the Trustee an Officer's
Certificate to the effect that such Seller reasonably believes that such
amendment will not result in the occurrence of a Pay Out Event or materially
adversely affect the amount or timing of distributions to be made to the
Investor Certificateholders of any Series or Class and (ii) written confirmation
from each Rating Agency that such amendment will not result in a reduction or
withdrawal of the rating of the Series 1996-D Certificates or the rating of any
other outstanding Series or Class with respect to which it is a Rating Agency.
The Agreement may be amended by the Servicer, the Sellers and
the Trustee, with the consent of the Holders of Investor Certificates evidencing
not less than 66-2/3% of the aggregate Investor Amount of the Investor
Certificates of all adversely affected Series, for the purpose of adding any
provisions to, changing in any manner or eliminating any of the provisions of
the Agreement or of modifying in any manner the rights of Investor
Certificateholders of any Series then issued and outstanding; provided, however,
that no such amendment shall (a) reduce in any manner the amount of, or delay
the timing of, distributions to Investor Certificateholders or deposits of
amounts to be so distributed or the amount available under any Series
Enhancement without the consent to any such amendment of each affected
Certificateholder, (b) change the definition of or the manner of calculating the
interest of any Investor Certificateholder without the consent of each affected
Investor Certificateholder, (c) reduce the aforesaid percentage required to
consent to any such amendment without the consent of each Investor
Certificateholder or (d) adversely affect the rating of any Series or Class by
each Rating Agency without the consent of the Holders of Investor Certificates
of such Series or Class evidencing not less than 66-2/3% of the aggregate
Investor Amount of the Investor Certificates of such Series or Class.
The Class A Certificates are issuable only in denominations of
$1,000 and integral multiples of $1,000 in excess thereof. The transfer of this
Class A Certificate shall
6
<PAGE> 17
be registered in the Certificate Register upon surrender of this Class A
Certificate for registration of transfer at any office or agency maintained by
the Transfer Agent and Registrar accompanied by a written instrument of
transfer, in a form satisfactory to the Trustee and the Transfer Agent and
Registrar, duly executed by the Holder or his attorney and duly authorized in
writing, and thereupon one or more new Class A Certificates of authorized
denominations and for the same aggregate fractional undivided interest will be
issued to the designated transferee or transferees.
As provided in the Agreement and subject to certain
limitations therein set forth, this Class A Certificate is exchangeable for a
new Class A Certificate evidencing a like aggregate fractional undivided
interest, as requested by the Holder surrendering this Class A Certificate. No
service charge may be imposed for any such exchange, but the Transfer Agent and
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.
Prior to due presentation of this Class A Certificate for
registration of transfer, the Transfer Agent and Registrar, the Paying Agent and
the Trustee and any agent of any of them may treat the person in whose name this
Class A Certificate is registered as the owner hereof for all purposes, and
neither the Trustee, the Paying Agent or the Transfer Agent and Registrar nor
any agent of any of them shall be affected by notice to the contrary except in
certain circumstances described in the Agreement.
This Class A Certificate shall be construed in accordance with
and governed by the laws of the State of New York, without reference to its
conflict of law provisions.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, or by an
authenticating agent appointed by the Trustee, this Class A Certificate shall
not be entitled to any benefit under the Agreement, or be valid for any purpose.
7
<PAGE> 18
IN WITNESS WHEREOF, the Sellers have caused this Class A
Certificate to be duly executed.
ADVANTA NATIONAL BANK USA
By: /s/ Michael Coco
---------------------
Vice President
ADVANTA NATIONAL BANK
By: /s/ Michael Coco
---------------------
Vice President
This is one of the Class A Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Trustee,
By: /s/ Kevin J. Healey
---------------------
Authorized Officer
Dated: June 18, 1996
8
<PAGE> 19
__________
ASSIGNMENT
__________
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE(S)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
__________________________
: :
: :
: :
__________________________ _____________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)
____________________ the within certificate and all rights thereunder, and
hereby irrevocably constitutes and appoints ____________________ Attorney, with
full power of substitution in the premises, to transfer said certificate on the
books kept for registration thereof.
Dated: ________________________
______________________________
Note: The signature(s) to this
Assignment must correspond with the
name(s) as written on the face of
the within certificate in every
particular, without alteration or
enlargement or any change whatever.
(1) An assignee which is not a
United States Person as
defined in the Internal
Revenue Code of 1986, as
amended (the "Code") must
certify to the Transfer
Agent and Registrar in
writing as to such status
and such further
information as may be
required under the Code or
reasonably requested by the
Transfer Agent and
Registrar.
9
<PAGE> 20
REGISTERED
ADVANTA CREDIT CARD MASTER TRUST II
CLASS A FLOATING RATE ASSET-BACKED CERTIFICATE,
SERIES 1996-D
Unless this Class A Certificate 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 certificate issued is registered in the name of Cede & Co. or in 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.
Evidencing an undivided interest in a trust, the corpus of
which consists of receivables generated from time to time in the
ordinary course of business in a portfolio of revolving consumer credit
card accounts owned by Advanta National Bank USA, Advanta National Bank
(the "Sellers") or any Additional Seller.
No. 3 CUSIP NO. 007960AY3
$200,000,000
(Not an interest in or obligation of Advanta National Bank
USA, Advanta National Bank, or any affiliate thereof, except to the
limited extent described herein.)
This certifies that CEDE & CO. (the "Investor
Certificateholder") is the registered owner of an undivided interest in certain
assets of a trust (the "Trust"), created pursuant to the Amended and Restated
Pooling and Servicing Agreement, dated as of December 1, 1993, and as amended
and restated on May 23, 1994, and as amended by Amendment Number 1 dated as of
July 1, 1994 by and between Advanta National Bank USA, a national banking
association organized under the laws of the United States ("AUS"), as Seller and
Servicer, and Bankers Trust Company, as Trustee (the "Trustee"), and as further
amended by Amendment Number 2 dated as of October 6, 1995 by and among AUS, as
Seller and Servicer, Advanta National Bank, a national banking association
organized under the laws of the United States ("ANB" and, together with AUS, the
"Banks") as seller (in such capacity, a "Seller" and together with AUS as a
Seller, the "Sellers") and the Trustee (as amended from time to time,
<PAGE> 21
the Amended and Restated Pooling and Servicing Agreement") as supplemented by
the Series 1996-D Supplement, dated as of June 18, 1996, by and among AUS, as
Seller and Servicer, ANB, as Seller, and the Trustee. The Amended and Restated
Pooling and Servicing Agreement, the Series 1996-D Supplement and any
amendments, exhibits and schedules thereto are collectively referred to herein
as the "Agreement." The corpus of the Trust consists of (i) a portfolio of
receivables (the "Receivables") arising under selected VISA and MasterCard*
consumer credit card accounts or other revolving consumer credit accounts (the
"Accounts") in portfolios of revolving consumer credit accounts owned by any of
AUS, ANB or any Additional Seller, (ii) all monies due or to become due in
payment of the Receivables, all proceeds of the Receivables (other than
investment earnings related to such proceeds), (iii) the right to receive
certain Interchange attributed to cardholder charges for merchandise and
services in the Accounts, (iv) certain amounts recovered from Accounts in which
the Receivables have been written off as uncollectible, (v) proceeds of credit
insurance policies relating to the Receivables and (vi) all monies on deposit in
certain bank accounts of the Trust and the benefits of any type of enhancement
("Series Enhancement") issued with respect to any Series (the drawing on or
payment of such Series Enhancement being available only to Certificateholders of
a specified Series or Class unless otherwise indicated in the related
Supplement). The Trust assets may also include participations (including 100%
participations) representing undivided interests in a pool of assets primarily
consisting of revolving credit card receivables or consumer loan receivables
(secured and unsecured), and any interests in both such types of receivables,
including securities representing or backed by both such types of receivables,
and other self-liquidating financial assets owned by a Seller or any affiliate
of any Seller and collections thereon. AUS as Seller conveyed to the Trust all
Receivables existing under certain designated Accounts at the time of the
formation of the Trust and all Receivables arising under such Accounts from time
to time thereafter. In addition, the Sellers have conveyed and the Sellers may
convey in the future all Receivables existing under certain designated
Additional Accounts (including Automatic Additional Accounts) and all
Receivables thereafter arising in such Additional Accounts.
Although a summary of certain provisions of the Agreement is
set forth below, this Class A Certificate does not purport to summarize the
Agreement, is qualified in its entirety by the terms and provisions of the
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. A copy of the
Agreement may be obtained from the
- --------
* VISA and MasterCard are registered trademarks of VISA USA,
Inc., and MasterCard International Incorporated, respectively.
2
<PAGE> 22
Trustee by writing to the Trustee at Four Albany Street, New York, New York
10006, Attention: Corporate Trust and Agency Group/Structured Finance Group. To
the extent not defined herein, the capitalized terms used herein have the
meanings ascribed to them in the Agreement.
This Class A Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement to which the Holder of this
Class A Certificate by virtue of the acceptance hereof assents and is bound.
It is the intent of the Sellers and the Class A
Certificateholders that, for federal income taxes, state and local income and
franchise taxes and any other taxes imposed on or measured by income, the Class
A Certificates will be treated as indebtedness secured by the Receivables. The
Servicer by entering into the Agreement and the Sellers, the Holder of the Bank
Certificate, each Holder of a Class A Certificate and each Holder of a Class B
Certificate, by acceptance of its Certificate, agrees to treat the Series 1996-D
Certificates for purposes of federal income taxes, state and local income and
franchise taxes, and any other taxes imposed on or measured by income, as
indebtedness of the Sellers.
Subject to the terms of the Agreement, payments of principal
of the Class A Certificates are limited to the unpaid Class A Investor Amount,
which may be less than the unpaid principal balance of the Class A Certificates,
pursuant to the terms of the Agreement. All principal of and interest on the
Class A Certificates is scheduled to be paid by the December 2002 Distribution
Date but may be paid earlier. Subject to prior termination as provided in the
Agreement, the interest of the Series 1996-D Certificateholders in the Trust
will terminate following the earliest of (i) the date on which the Investor
Amount is paid in full, (ii) the June 2005 Distribution Date and (iii) the
termination of the Trust pursuant to Section 12.01 of the Agreement.
The Receivables consist of Principal Receivables which arise
generally from the purchase of goods and services and cash advances and in
respect of Periodic Finance Charges, Overlimit Fees, Late Fees, annual
membership fees and annual service charges, if any, Cash Advance Fees,
transaction charges and all other fees and charges with respect to the Accounts
designated by the Sellers to be included in Finance Charge Receivables. This
Certificate is one of a series of Certificates entitled "ADVANTA Credit Card
Master Trust II, Class A Floating Rate Asset Backed Certificates, Series 1996-D"
(the "Class A Certificates"), each of which represents a fractional undivided
interest in certain assets of the Trust. The Trust's assets are allocated in
part to the Holders of the Class A Certificates, in part to the Holders of the
Class B Certificates, in part to the Collateral Interest Holder, in part to the
Holders of Investor Certificates of all other Series and in part to the Sellers
as Holders of the Bank Certificate and the Holders of any Supplemental
Certificates
3
<PAGE> 23
outstanding from time to time. The Bank Certificate and the Holders of any
outstanding Supplemental Certificates represent the Sellers' Interest in the
Trust. The Bank Certificate and any outstanding Supplemental Certificates
represent the interest in the Principal Receivables not represented by the
Investor Certificates.
The aggregate interest represented by the Series 1996-D
Certificates at any time in the Principal Receivables in the Trust shall not
exceed an amount equal to the Principal Allocation Percentage thereof (as set
forth in the Agreement) at such time. The Initial Investor Amount is
$700,000,000. The Invested Amount for any date will equal the sum of the Class A
Invested Amount, the Class B Invested Amount and the Collateral Invested Amount.
The Class A Initial Invested Amount is $497,375,000. The Class A Initial
Investor Amount is $605,500,000. The Class A Invested Amount for any date of
determination will be an amount equal to (a) the Class A Initial Invested
Amount, plus (b) the amount of any increases in the Class A Invested Amount
during the Funding Period, minus (c) the aggregate amount of principal payments
(other than principal payments made from amounts on deposit in the Pre-Funding
Account on the first Distribution Date following the end of the Funding Period)
made to the Class A Certificateholders on or prior to such date, minus (d) the
excess, if any, of the aggregate amount of Class A Investor Charge-offs for all
prior Distribution Dates over the aggregate amount of Class A Investor
Charge-Offs reimbursed prior to such date, minus (e) the Principal Funding
Account Balance.
Interest will be distributed monthly on the 15th day of each
calendar month or, if such 15th day is not a Business Day, payment will be made
on the next succeeding Business Day (each, a "Distribution Date"), commencing
August 15, 1996, in an amount equal to the product of (i) (a) a fraction, the
numerator of which is the actual number of days in the related Interest Period
and the denominator of which is 360, times (b) the Class A Certificate Rate, and
(ii) the outstanding principal amount of the Class A Certificates as of the
preceding Record Date (or, in the case of the first Distribution Date, as of the
Closing Date).
The Class A Certificates will bear interest for the period
from the Closing Date through July 14, 1996, and for the period from July 15,
1996 through August 14, 1996, and with respect to each Interest Period
thereafter, at the rate of .15% per annum above LIBOR determined as set forth
below (the "Class A Certificate Rate").
The Trustee will determine LIBOR on June 14, 1996 for the
period from the Closing Date through July 14, 1996 and on July 11, 1996 for the
period from July 15, 1996 through August 14, 1996, and for each Interest Period
thereafter, on the second London Business Day prior to the Distribution Date on
which such Interest Period commences (each, a "LIBOR Determination Date"). A
"London Business Day" is any day on which dealings in deposits
4
<PAGE> 24
in United States dollars are transacted in the London interbank market. The
Class A Certificate Rate applicable to the then current and the immediately
preceding Interest Periods may be obtained by telephoning the Trustee at its
Corporate Trust Office at (800) 735-7777.
The determination of LIBOR will be made in accordance with the
following provisions:
(i) On each LIBOR Determination Date, the Trustee will
determine LIBOR based on the rate for deposits in United States dollars
for a one-month period which appears on Telerate Page 3750 as of 11:00
A.M. (London time) on such date.
(ii) If such rate does not appear on Telerate Page 3750, the
Trustee will determine LIBOR on the basis of quotations of the offered
rates for deposits in United States dollars provided by the Reference
Banks at approximately 11:00 A.M. (London time) on such LIBOR
Determination Date to prime banks in the London interbank market for a
one-month period. If at least two such quotations are provided, LIBOR
will be the arithmetic mean of such quotations.
(iii) If, on the LIBOR Determination Date, such rate does not
appear on Telerate Page 3750 and only one or none of the Reference
Banks provides such offered quotations, LIBOR will be the rate per
annum that the Trustee determines to be the arithmetic mean of the
offered quotations that three major banks in The City of New York
selected by the Servicer are quoting at approximately 11:00 A.M. (New
York City time) on that day for loans in United States dollars to
leading European banks for a one-month period.
On each Distribution Date with respect to the Class A
Accumulation Period, an amount equal to the least of (a) Available Investor
Principal Collections on deposit in the Collection Account with respect to such
Distribution Date, (b) the Controlled Deposit Amount for such Distribution Date
and (c) the Class A Invested Amount, will be deposited in the Principal Funding
Account for payment to the Class A Certificateholders on the Class A Expected
Final Distribution Date or on the first Distribution Date with respect to the
Rapid Amortization Period.
On each Distribution Date during the Rapid Amortization Period
until the Class A Investor Amount has been paid in full or the Series
Termination Date occurs, the Class A Certificateholders will be entitled to
receive Available Investor Principal Collections in an amount up to the Class A
Investor Amount.
On any Distribution Date occurring on or after the Investor
Amount is reduced to 5% or less of the Initial Investor
5
<PAGE> 25
Amount, the Sellers will have the option (to be exercised in their sole
discretion) to repurchase the Certificates.
This Class A Certificate does not represent an obligation of,
or an interest in, Advanta Corp., AUS, ANB, any Additional Seller, the Servicer
or any Affiliate of any of them. None of the Class A Certificates, the Accounts
nor the Receivables are deposits or insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agency. This Class A Certificate
is limited in right of payment to certain Collections with respect to the
Receivables (and certain other amounts), all as more specifically set forth
herein and in the Agreement.
The Agreement may be amended under certain circumstances by
the Servicer, the Sellers and the Trustee, without Certificateholder consent,
provided that (i) each Seller shall have delivered to the Trustee an Officer's
Certificate to the effect that such Seller reasonably believes that such
amendment will not result in the occurrence of a Pay Out Event or materially
adversely affect the amount or timing of distributions to be made to the
Investor Certificateholders of any Series or Class and (ii) written confirmation
from each Rating Agency that such amendment will not result in a reduction or
withdrawal of the rating of the Series 1996-D Certificates or the rating of any
other outstanding Series or Class with respect to which it is a Rating Agency.
The Agreement may be amended by the Servicer, the Sellers and
the Trustee, with the consent of the Holders of Investor Certificates evidencing
not less than 66-2/3% of the aggregate Investor Amount of the Investor
Certificates of all adversely affected Series, for the purpose of adding any
provisions to, changing in any manner or eliminating any of the provisions of
the Agreement or of modifying in any manner the rights of Investor
Certificateholders of any Series then issued and outstanding; provided, however,
that no such amendment shall (a) reduce in any manner the amount of, or delay
the timing of, distributions to Investor Certificateholders or deposits of
amounts to be so distributed or the amount available under any Series
Enhancement without the consent to any such amendment of each affected
Certificateholder, (b) change the definition of or the manner of calculating the
interest of any Investor Certificateholder without the consent of each affected
Investor Certificateholder, (c) reduce the aforesaid percentage required to
consent to any such amendment without the consent of each Investor
Certificateholder or (d) adversely affect the rating of any Series or Class by
each Rating Agency without the consent of the Holders of Investor Certificates
of such Series or Class evidencing not less than 66-2/3% of the aggregate
Investor Amount of the Investor Certificates of such Series or Class.
The Class A Certificates are issuable only in denominations of
$1,000 and integral multiples of $1,000 in excess thereof. The transfer of this
Class A Certificate shall
6
<PAGE> 26
be registered in the Certificate Register upon surrender of this Class A
Certificate for registration of transfer at any office or agency maintained by
the Transfer Agent and Registrar accompanied by a written instrument of
transfer, in a form satisfactory to the Trustee and the Transfer Agent and
Registrar, duly executed by the Holder or his attorney and duly authorized in
writing, and thereupon one or more new Class A Certificates of authorized
denominations and for the same aggregate fractional undivided interest will be
issued to the designated transferee or transferees.
As provided in the Agreement and subject to certain
limitations therein set forth, this Class A Certificate is exchangeable for a
new Class A Certificate evidencing a like aggregate fractional undivided
interest, as requested by the Holder surrendering this Class A Certificate. No
service charge may be imposed for any such exchange, but the Transfer Agent and
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.
Prior to due presentation of this Class A Certificate for
registration of transfer, the Transfer Agent and Registrar, the Paying Agent and
the Trustee and any agent of any of them may treat the person in whose name this
Class A Certificate is registered as the owner hereof for all purposes, and
neither the Trustee, the Paying Agent or the Transfer Agent and Registrar nor
any agent of any of them shall be affected by notice to the contrary except in
certain circumstances described in the Agreement.
This Class A Certificate shall be construed in accordance with
and governed by the laws of the State of New York, without reference to its
conflict of law provisions.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, or by an
authenticating agent appointed by the Trustee, this Class A Certificate shall
not be entitled to any benefit under the Agreement, or be valid for any purpose.
7
<PAGE> 27
IN WITNESS WHEREOF, the Sellers have caused this Class A
Certificate to be duly executed.
ADVANTA NATIONAL BANK USA
By: /s/ Michael Coco
------------------------------
Vice President
ADVANTA NATIONAL BANK
By: /s/ Michael Coco
------------------------------
Vice President
This is one of the Class A Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Trustee,
By: /s/ Kevin J. Healey
------------------------------
Authorized Officer
Dated: June 18, 1996
8
<PAGE> 28
----------
ASSIGNMENT
----------
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE(S)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
- --------------------------
: :
: :
: :
- -------------------------- -----------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)
____________________ the within certificate and all rights thereunder, and
hereby irrevocably constitutes and appoints ____________________ Attorney, with
full power of substitution in the premises, to transfer said certificate on the
books kept for registration thereof.
Dated: ________________________
------------------------------
Note: The signature(s) to this Assignment must
correspond with the name(s) as written on the
face of the within certificate in every
particular, without alteration or enlargement or
any change whatever.
(1) An assignee which is not a United States
Person as defined in the Internal
Revenue Code of 1986, as amended (the
"Code") must certify to the Transfer
Agent and Registrar in writing as to
such status and such further information
as may be required under the Code or
reasonably requested by the Transfer
Agent and Registrar.
9
<PAGE> 29
REGISTERED
ADVANTA CREDIT CARD MASTER TRUST II
CLASS A FLOATING RATE ASSET-BACKED CERTIFICATE,
SERIES 1996-D
Unless this Class A Certificate 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 certificate issued is registered in the name of Cede & Co. or in 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.
Evidencing an undivided interest in a trust, the corpus of
which consists of receivables generated from time to time in the
ordinary course of business in a portfolio of revolving consumer credit
card accounts owned by Advanta National Bank USA, Advanta National Bank
(the "Sellers") or any Additional Seller.
No. 4 CUSIP NO. 007960AY3
$5,500,000
(Not an interest in or obligation of Advanta National Bank
USA, Advanta National Bank, or any affiliate thereof, except to the
limited extent described herein.)
This certifies that CEDE & CO. (the "Investor
Certificateholder") is the registered owner of an undivided interest in certain
assets of a trust (the "Trust"), created pursuant to the Amended and Restated
Pooling and Servicing Agreement, dated as of December 1, 1993, and as amended
and restated on May 23, 1994, and as amended by Amendment Number 1 dated as of
July 1, 1994 by and between Advanta National Bank USA, a national banking
association organized under the laws of the United States ("AUS"), as Seller and
Servicer, and Bankers Trust Company, as Trustee (the "Trustee"), and as further
amended by Amendment Number 2 dated as of October 6, 1995 by and among AUS, as
Seller and Servicer, Advanta National Bank, a national banking association
organized under the laws of the United States ("ANB" and, together with AUS, the
"Banks") as seller (in such capacity, a "Seller" and together with AUS as a
Seller, the "Sellers") and the Trustee (as amended from time to time,
<PAGE> 30
the Amended and Restated Pooling and Servicing Agreement") as supplemented by
the Series 1996-D Supplement, dated as of June 18, 1996, by and among AUS, as
Seller and Servicer, ANB, as Seller, and the Trustee. The Amended and Restated
Pooling and Servicing Agreement, the Series 1996-D Supplement and any
amendments, exhibits and schedules thereto are collectively referred to herein
as the "Agreement." The corpus of the Trust consists of (i) a portfolio of
receivables (the "Receivables") arising under selected VISA and MasterCard*
consumer credit card accounts or other revolving consumer credit accounts (the
"Accounts") in portfolios of revolving consumer credit accounts owned by any of
AUS, ANB or any Additional Seller, (ii) all monies due or to become due in
payment of the Receivables, all proceeds of the Receivables (other than
investment earnings related to such proceeds), (iii) the right to receive
certain Interchange attributed to cardholder charges for merchandise and
services in the Accounts, (iv) certain amounts recovered from Accounts in which
the Receivables have been written off as uncollectible, (v) proceeds of credit
insurance policies relating to the Receivables and (vi) all monies on deposit in
certain bank accounts of the Trust and the benefits of any type of enhancement
("Series Enhancement") issued with respect to any Series (the drawing on or
payment of such Series Enhancement being available only to Certificateholders of
a specified Series or Class unless otherwise indicated in the related
Supplement). The Trust assets may also include participations (including 100%
participations) representing undivided interests in a pool of assets primarily
consisting of revolving credit card receivables or consumer loan receivables
(secured and unsecured), and any interests in both such types of receivables,
including securities representing or backed by both such types of receivables,
and other self-liquidating financial assets owned by a Seller or any affiliate
of any Seller and collections thereon. AUS as Seller conveyed to the Trust all
Receivables existing under certain designated Accounts at the time of the
formation of the Trust and all Receivables arising under such Accounts from time
to time thereafter. In addition, the Sellers have conveyed and the Sellers may
convey in the future all Receivables existing under certain designated
Additional Accounts (including Automatic Additional Accounts) and all
Receivables thereafter arising in such Additional Accounts.
Although a summary of certain provisions of the Agreement is
set forth below, this Class A Certificate does not purport to summarize the
Agreement, is qualified in its entirety by the terms and provisions of the
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. A copy of the
Agreement may be obtained from the
- --------
* VISA and MasterCard are registered trademarks of VISA USA,
Inc., and MasterCard International Incorporated,
respectively.
2
<PAGE> 31
Trustee by writing to the Trustee at Four Albany Street, New York, New York
10006, Attention: Corporate Trust and Agency Group/Structured Finance Group. To
the extent not defined herein, the capitalized terms used herein have the
meanings ascribed to them in the Agreement.
This Class A Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement to which the Holder of this
Class A Certificate by virtue of the acceptance hereof assents and is bound.
It is the intent of the Sellers and the Class A
Certificateholders that, for federal income taxes, state and local income and
franchise taxes and any other taxes imposed on or measured by income, the Class
A Certificates will be treated as indebtedness secured by the Receivables. The
Servicer by entering into the Agreement and the Sellers, the Holder of the Bank
Certificate, each Holder of a Class A Certificate and each Holder of a Class B
Certificate, by acceptance of its Certificate, agrees to treat the Series 1996-D
Certificates for purposes of federal income taxes, state and local income and
franchise taxes, and any other taxes imposed on or measured by income, as
indebtedness of the Sellers.
Subject to the terms of the Agreement, payments of principal
of the Class A Certificates are limited to the unpaid Class A Investor Amount,
which may be less than the unpaid principal balance of the Class A Certificates,
pursuant to the terms of the Agreement. All principal of and interest on the
Class A Certificates is scheduled to be paid by the December 2002 Distribution
Date but may be paid earlier. Subject to prior termination as provided in the
Agreement, the interest of the Series 1996-D Certificateholders in the Trust
will terminate following the earliest of (i) the date on which the Investor
Amount is paid in full, (ii) the June 2005 Distribution Date and (iii) the
termination of the Trust pursuant to Section 12.01 of the Agreement.
The Receivables consist of Principal Receivables which arise
generally from the purchase of goods and services and cash advances and in
respect of Periodic Finance Charges, Overlimit Fees, Late Fees, annual
membership fees and annual service charges, if any, Cash Advance Fees,
transaction charges and all other fees and charges with respect to the Accounts
designated by the Sellers to be included in Finance Charge Receivables. This
Certificate is one of a series of Certificates entitled "ADVANTA Credit Card
Master Trust II, Class A Floating Rate Asset Backed Certificates, Series 1996-D"
(the "Class A Certificates"), each of which represents a fractional undivided
interest in certain assets of the Trust. The Trust's assets are allocated in
part to the Holders of the Class A Certificates, in part to the Holders of the
Class B Certificates, in part to the Collateral Interest Holder, in part to the
Holders of Investor Certificates of all other Series and in part to the Sellers
as Holders of the Bank Certificate and the Holders of any Supplemental
Certificates
3
<PAGE> 32
outstanding from time to time. The Bank Certificate and the Holders of any
outstanding Supplemental Certificates represent the Sellers' Interest in the
Trust. The Bank Certificate and any outstanding Supplemental Certificates
represent the interest in the Principal Receivables not represented by the
Investor Certificates.
The aggregate interest represented by the Series 1996-D
Certificates at any time in the Principal Receivables in the Trust shall not
exceed an amount equal to the Principal Allocation Percentage thereof (as set
forth in the Agreement) at such time. The Initial Investor Amount is
$700,000,000. The Invested Amount for any date will equal the sum of the Class A
Invested Amount, the Class B Invested Amount and the Collateral Invested Amount.
The Class A Initial Invested Amount is $497,375,000. The Class A Initial
Investor Amount is $605,500,000. The Class A Invested Amount for any date of
determination will be an amount equal to (a) the Class A Initial Invested
Amount, plus (b) the amount of any increases in the Class A Invested Amount
during the Funding Period, minus (c) the aggregate amount of principal payments
(other than principal payments made from amounts on deposit in the Pre-Funding
Account on the first Distribution Date following the end of the Funding Period)
made to the Class A Certificateholders on or prior to such date, minus (d) the
excess, if any, of the aggregate amount of Class A Investor Charge-offs for all
prior Distribution Dates over the aggregate amount of Class A Investor
Charge-Offs reimbursed prior to such date, minus (e) the Principal Funding
Account Balance.
Interest will be distributed monthly on the 15th day of each
calendar month or, if such 15th day is not a Business Day, payment will be made
on the next succeeding Business Day (each, a "Distribution Date"), commencing
August 15, 1996, in an amount equal to the product of (i) (a) a fraction, the
numerator of which is the actual number of days in the related Interest Period
and the denominator of which is 360, times (b) the Class A Certificate Rate, and
(ii) the outstanding principal amount of the Class A Certificates as of the
preceding Record Date (or, in the case of the first Distribution Date, as of the
Closing Date).
The Class A Certificates will bear interest for the period
from the Closing Date through July 14, 1996, and for the period from July 15,
1996 through August 14, 1996, and with respect to each Interest Period
thereafter, at the rate of .15% per annum above LIBOR determined as set forth
below (the "Class A Certificate Rate").
The Trustee will determine LIBOR on June 14, 1996 for the
period from the Closing Date through July 14, 1996 and on July 11, 1996 for the
period from July 15, 1996 through August 14, 1996, and for each Interest Period
thereafter, on the second London Business Day prior to the Distribution Date on
which such Interest Period commences (each, a "LIBOR Determination Date"). A
"London Business Day" is any day on which dealings in deposits
4
<PAGE> 33
in United States dollars are transacted in the London interbank market. The
Class A Certificate Rate applicable to the then current and the immediately
preceding Interest Periods may be obtained by telephoning the Trustee at its
Corporate Trust Office at (800) 735-7777.
The determination of LIBOR will be made in accordance with the
following provisions:
(i) On each LIBOR Determination Date, the Trustee will
determine LIBOR based on the rate for deposits in United States dollars
for a one-month period which appears on Telerate Page 3750 as of 11:00
A.M. (London time) on such date.
(ii) If such rate does not appear on Telerate Page 3750, the
Trustee will determine LIBOR on the basis of quotations of the offered
rates for deposits in United States dollars provided by the Reference
Banks at approximately 11:00 A.M. (London time) on such LIBOR
Determination Date to prime banks in the London interbank market for a
one-month period. If at least two such quotations are provided, LIBOR
will be the arithmetic mean of such quotations.
(iii) If, on the LIBOR Determination Date, such rate does not
appear on Telerate Page 3750 and only one or none of the Reference
Banks provides such offered quotations, LIBOR will be the rate per
annum that the Trustee determines to be the arithmetic mean of the
offered quotations that three major banks in The City of New York
selected by the Servicer are quoting at approximately 11:00 A.M. (New
York City time) on that day for loans in United States dollars to
leading European banks for a one-month period.
On each Distribution Date with respect to the Class A
Accumulation Period, an amount equal to the least of (a) Available Investor
Principal Collections on deposit in the Collection Account with respect to such
Distribution Date, (b) the Controlled Deposit Amount for such Distribution Date
and (c) the Class A Invested Amount, will be deposited in the Principal Funding
Account for payment to the Class A Certificateholders on the Class A Expected
Final Distribution Date or on the first Distribution Date with respect to the
Rapid Amortization Period.
On each Distribution Date during the Rapid Amortization Period
until the Class A Investor Amount has been paid in full or the Series
Termination Date occurs, the Class A Certificateholders will be entitled to
receive Available Investor Principal Collections in an amount up to the Class A
Investor Amount.
On any Distribution Date occurring on or after the Investor
Amount is reduced to 5% or less of the Initial Investor
5
<PAGE> 34
Amount, the Sellers will have the option (to be exercised in their sole
discretion) to repurchase the Certificates.
This Class A Certificate does not represent an obligation of,
or an interest in, Advanta Corp., AUS, ANB, any Additional Seller, the Servicer
or any Affiliate of any of them. None of the Class A Certificates, the Accounts
nor the Receivables are deposits or insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agency. This Class A Certificate
is limited in right of payment to certain Collections with respect to the
Receivables (and certain other amounts), all as more specifically set forth
herein and in the Agreement.
The Agreement may be amended under certain circumstances by
the Servicer, the Sellers and the Trustee, without Certificateholder consent,
provided that (i) each Seller shall have delivered to the Trustee an Officer's
Certificate to the effect that such Seller reasonably believes that such
amendment will not result in the occurrence of a Pay Out Event or materially
adversely affect the amount or timing of distributions to be made to the
Investor Certificateholders of any Series or Class and (ii) written confirmation
from each Rating Agency that such amendment will not result in a reduction or
withdrawal of the rating of the Series 1996-D Certificates or the rating of any
other outstanding Series or Class with respect to which it is a Rating Agency.
The Agreement may be amended by the Servicer, the Sellers and
the Trustee, with the consent of the Holders of Investor Certificates evidencing
not less than 66-2/3% of the aggregate Investor Amount of the Investor
Certificates of all adversely affected Series, for the purpose of adding any
provisions to, changing in any manner or eliminating any of the provisions of
the Agreement or of modifying in any manner the rights of Investor
Certificateholders of any Series then issued and outstanding; provided, however,
that no such amendment shall (a) reduce in any manner the amount of, or delay
the timing of, distributions to Investor Certificateholders or deposits of
amounts to be so distributed or the amount available under any Series
Enhancement without the consent to any such amendment of each affected
Certificateholder, (b) change the definition of or the manner of calculating the
interest of any Investor Certificateholder without the consent of each affected
Investor Certificateholder, (c) reduce the aforesaid percentage required to
consent to any such amendment without the consent of each Investor
Certificateholder or (d) adversely affect the rating of any Series or Class by
each Rating Agency without the consent of the Holders of Investor Certificates
of such Series or Class evidencing not less than 66-2/3% of the aggregate
Investor Amount of the Investor Certificates of such Series or Class.
The Class A Certificates are issuable only in denominations of
$1,000 and integral multiples of $1,000 in excess thereof. The transfer of this
Class A Certificate shall
6
<PAGE> 35
be registered in the Certificate Register upon surrender of this Class A
Certificate for registration of transfer at any office or agency maintained by
the Transfer Agent and Registrar accompanied by a written instrument of
transfer, in a form satisfactory to the Trustee and the Transfer Agent and
Registrar, duly executed by the Holder or his attorney and duly authorized in
writing, and thereupon one or more new Class A Certificates of authorized
denominations and for the same aggregate fractional undivided interest will be
issued to the designated transferee or transferees.
As provided in the Agreement and subject to certain
limitations therein set forth, this Class A Certificate is exchangeable for a
new Class A Certificate evidencing a like aggregate fractional undivided
interest, as requested by the Holder surrendering this Class A Certificate. No
service charge may be imposed for any such exchange, but the Transfer Agent and
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.
Prior to due presentation of this Class A Certificate for
registration of transfer, the Transfer Agent and Registrar, the Paying Agent and
the Trustee and any agent of any of them may treat the person in whose name this
Class A Certificate is registered as the owner hereof for all purposes, and
neither the Trustee, the Paying Agent or the Transfer Agent and Registrar nor
any agent of any of them shall be affected by notice to the contrary except in
certain circumstances described in the Agreement.
This Class A Certificate shall be construed in accordance with
and governed by the laws of the State of New York, without reference to its
conflict of law provisions.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, or by an
authenticating agent appointed by the Trustee, this Class A Certificate shall
not be entitled to any benefit under the Agreement, or be valid for any purpose.
7
<PAGE> 36
IN WITNESS WHEREOF, the Sellers have caused this Class A
Certificate to be duly executed.
ADVANTA NATIONAL BANK USA
By: /s/ Michael Coco
----------------------------
Vice President
ADVANTA NATIONAL BANK
By: /s/ Michael Coco
----------------------------
Vice President
This is one of the Class A Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Trustee,
By: /s/ Kevin J. Healey
----------------------------
Authorized Officer
Dated: June 18, 1996
8
<PAGE> 37
----------
ASSIGNMENT
----------
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE(S)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
- --------------------------
: :
: :
: :
- -------------------------- -----------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)
____________________ the within certificate and all rights thereunder, and
hereby irrevocably constitutes and appoints ____________________ Attorney, with
full power of substitution in the premises, to transfer said certificate on the
books kept for registration thereof.
Dated: ________________________
------------------------------
Note: The signature(s) to this Assignment must
correspond with the name(s) as written on the
face of the within certificate in every
particular, without alteration or enlargement or
any change whatever.
(1) An assignee which is not a United States
Person as defined in the Internal
Revenue Code of 1986, as amended (the
"Code") must certify to the Transfer
Agent and Registrar in writing as to
such status and such further information
as may be required under the Code or
reasonably requested by the Transfer
Agent and Registrar.
9
<PAGE> 38
REGISTERED
ADVANTA CREDIT CARD MASTER TRUST II
CLASS B FLOATING RATE ASSET-BACKED CERTIFICATE,
SERIES 1996-D
THIS CLASS B CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF
A BENEFIT PLAN.
Unless this Class B Certificate 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 certificate issued is registered in the name of Cede & Co. or in 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.
Evidencing an undivided interest in a trust, the corpus of which
consists of receivables generated from time to time in the ordinary course
of business in a portfolio of revolving consumer credit card accounts owned
by Advanta National Bank USA, Advanta National Bank (the "Sellers") or any
Additional Seller.
No. 1 CUSIP NO. 007960AZ0
$38,500,000
(Not an interest in or obligation of Advanta National Bank USA,
Advanta National Bank, or any affiliate thereof, except to the limited
extent described herein.)
This certifies that CEDE & CO. (the "Investor Certificateholder") is
the registered owner of an undivided interest in certain assets of a trust (the
"Trust"), created pursuant to the Amended and Restated Pooling and Servicing
Agreement, dated as of December 1, 1993, and as amended and restated on May 23,
1994, and as amended by Amendment Number 1 dated as of July 1, 1994 by and
between Advanta National Bank USA, a national banking association organized
under the laws of the United States ("AUS"), as Seller and Servicer, and Bankers
Trust Company, as Trustee (the "Trustee"), and as further amended by Amendment
Number 2 dated as of October 6, 1995 by and among AUS, as Seller and Servicer,
Advanta National Bank, a national banking association organized under the laws
of the United States ("ANB" and, together with AUS, the "Banks") as seller (in
such capacity, a "Seller" and together with AUS as a Seller, the "Sellers") and
the Trustee (as amended from time to time, the "Amended and Restated Pooling and
Servicing Agreement"), as
<PAGE> 39
supplemented by the Series 1996-D Supplement, dated as of June 18, 1996, by and
among AUS, as Seller and Servicer, ANB, as Seller, and the Trustee. The Amended
and Restated Pooling and Servicing Agreement, the Series 1996-D Supplement and
any amendments, exhibits and schedules thereto are collectively referred to
herein as the "Agreement." The corpus of the Trust consists of (i) a portfolio
of receivables (the "Receivables") arising under selected VISA and MasterCard*
consumer credit card accounts or other revolving consumer credit accounts (the
"Accounts") in portfolios of revolving consumer credit accounts owned by any of
AUS, ANB or any Additional Seller, (ii) all monies due or to become due in
payment of the Receivables, all proceeds of the Receivables (other than
investment earnings related to such proceeds), (iii) the right to receive
certain Interchange attributed to cardholder charges for merchandise and
services in the Accounts, (iv) certain amounts recovered from Accounts in which
the Receivables have been written off as uncollectible, (v) proceeds of credit
insurance policies relating to the Receivables and (vi) all monies on deposit in
certain bank accounts of the Trust and the benefits of any type of enhancement
("Series Enhancement") issued with respect to any Series (the drawing on or
payment of such Series Enhancement being available only to Certificateholders of
a specified Series or Class unless otherwise indicated in the related
Supplement). The Trust assets may also include participations (including 100%
participations) representing undivided interests in a pool of assets primarily
consisting of revolving credit card receivables or consumer loan receivables
(secured and unsecured), and any interests in both such types of receivables,
including securities representing or backed by both such types of receivables,
and other self-liquidating financial assets owned by a Seller or any affiliate
of any Seller and collections thereon. AUS as Seller conveyed to the Trust all
Receivables existing under certain designated Accounts at the time of the
formation of the Trust and all Receivables arising under such Accounts from time
to time thereafter. In addition, the Sellers have conveyed and the Sellers may
convey in the future all Receivables existing under certain designated
Additional Accounts (including Automatic Additional Accounts) and all
Receivables thereafter arising in such Additional Accounts.
Although a summary of certain provisions of the Agreement is set forth
below, this Class B Certificate does not purport to summarize the Agreement, is
qualified in its entirety by the terms and provisions of the Agreement and
reference is made to that Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds, and duties evidenced hereby
and the rights, duties and obligations of the Trustee. A copy of the Agreement
may be obtained from the Trustee by writing to the Trustee at Four Albany
Street, New
- ----------------------
* VISA and MasterCard are registered trademarks of VISA USA, Inc., and
MasterCard International Incorporated, respectively.
2
<PAGE> 40
York, New York 10006, Attention: Corporate Trust and Agency Group/Structured
Finance Group. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to them in the Agreement.
This Class B Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement to which the Holder of this Class B
Certificate by virtue of the acceptance hereof assents and is bound.
It is the intent of the Sellers and the Class B Certificateholders
that, for federal income taxes, state and local income and franchise taxes and
any other taxes imposed on or measured by income, the Class B Certificates will
be treated as indebtedness secured by the Receivables. The Servicer by entering
into the Agreement and the Sellers, the Holder of the Bank Certificate, each
Holder of a Class B Certificate, and each Holder of a Class A Certificate, by
acceptance of its Certificate, agrees to treat the Series 1996-D Certificates
for purposes of federal income taxes, state and local income and franchise
taxes, and any other taxes imposed on or measured by income, as indebtedness of
the Sellers.
Subject to the terms of the Agreement, payments of principal of the
Class B Certificates are limited to the unpaid Class B Investor Amount, which
may be less than the unpaid principal balance of the Class B Certificates,
pursuant to the terms of the Agreement. Principal payments on the Class B
Certificates will not be made until the Class A Certificates have been paid in
full. All principal of and interest on the Class B Certificates is scheduled to
be paid by the January 2003 Distribution Date, but may be paid earlier. Subject
to prior termination as provided in the Agreement, the interest of the Series
1996-D Certificateholders in the Trust will terminate following the earliest of
(i) the date on which the Investor Amount is paid in full and (ii) the June 2005
Distribution Date and (iii) the termination of the Trust pursuant to Section
12.01 of the Agreement.
The Receivables consist of Principal Receivables which arise generally
from the purchase of goods and services and cash advances and in respect of
Periodic Finance Charges, Overlimit Fees, Late Fees, annual membership fees and
annual service charges, if any, Cash Advance Fees, transaction charges and all
other fees and charges with respect to the Accounts designated by the Sellers to
be included in Finance Charge Receivables. This Certificate is one of a series
of Certificates entitled "ADVANTA Credit Card Master Trust II, Class B Floating
Rate Asset Backed Certificates, Series 1996-D" (the "Class B Certificates"),
each of which represents a fractional undivided interest in certain assets of
the Trust. The Trust's assets are allocated in part to the Holders of the Class
B Certificates and in part to the Holders of the Class A Certificates, in part
to the Collateral Interest Holder, in part to the Holders of Investor
Certificates of all other Series and in part to the Sellers as Holders of the
3
<PAGE> 41
Bank Certificate and the Holders of any outstanding Supplemental Certificates
outstanding from time to time. The Bank Certificate and any outstanding
Supplemental Certificates represent the Sellers' Interest in the Trust. The Bank
Certificate and any outstanding Supplemental Certificates represent the interest
in the Principal Receivables not represented by the Investor Certificates.
THE CLASS B CERTIFICATES ARE SUBORDINATED TO THE CLASS A CERTIFICATES
TO THE EXTENT SET FORTH IN THE AGREEMENT.
The aggregate interest represented by the Series 1996-D Certificates
at any time in the Principal Receivables in the Trust shall not exceed an amount
equal to the Principal Allocation Percentage thereof (as set forth in the
Agreement) at such time. The Initial Investor Amount is $700,000,000. The
Invested Amount for any date will equal the sum of the Class A Invested Amount,
the Class B Invested Amount and the Collateral Invested Amount. The Class B
Initial Invested Amount is $31,625,000. The Class B Initial Investor Amount is
$38,500,000. The Class B Invested Amount for any date will be an amount equal to
(a) the Class B Initial Invested Amount, plus (b) the amount of any increases in
the Class B Invested Amount during the Funding Period, minus (c) the aggregate
amount of principal payments (other than principal payments made from amounts on
deposit in the Pre-Funding Account on the first Distribution Date following the
end of the Funding Period) made to the Class B Certificateholders prior to such
date, minus (d) the excess, if any, of the aggregate amount of Class B Investor
Charge-Offs for all prior Distribution Dates over the aggregate amount of any
reimbursement of Class B Investor Charge-Offs for all Distribution Dates
preceding such date, minus (e) the amount of Reallocated Principal Collections
allocated on all prior Distribution Dates, minus (f) an amount equal to the
amount by which the Class B Invested Amount has been reduced pursuant to
subsection 4.6(a) of the Agreement on all prior Distribution Dates and plus (g)
the amount of Excess Spread and Excess Finance Charges allocated and available
on all prior Distribution Dates for the purpose of reimbursing amounts deducted
pursuant to the foregoing clauses (d), (e) and (f); provided, however, that the
Class B Invested Amount may not be reduced below zero.
Interest will be distributed monthly on the 15th day of each calendar
month or, if such 15th day is not a Business Day, payment will be made on the
next succeeding Business Day (each, a "Distribution Date"), commencing August
15, 1996, in an amount equal to the product of (i) (a) a fraction, the numerator
of which is the actual number of days in the related Interest Period divided by
360, times (b) the Class B Certificate Rate, and (ii) the outstanding principal
amount of the Class B Certificates as of the preceding Record Date (or, in the
case of the first Distribution Date as of the Closing Date).
The Class B Certificates will bear interest for the period from the
Closing Date through July 14, 1996, and for the
4
<PAGE> 42
period from July 15, 1996 through August 14, 1996, and with respect to each
Interest Period thereafter, at the rate of .30% per annum above LIBOR determined
as set forth below (the "Class B Certificate Rate").
The Trustee will determine LIBOR on June 14, 1996 for the period from
the Closing Date through July 14, 1996 and on July 11, 1996 for the period from
July 15, 1996 through August 14, 1996, and for each Interest Period thereafter,
on the second London Business Day prior to the Distribution Date on which such
Interest Period commences (each, a "LIBOR Determination Date"). A "London
Business Day" is any day on which dealings in deposits in United States dollars
are transacted in the London interbank market. The Class B Certificate Rate
applicable to the then current and the immediately preceding Interest Periods
may be obtained by telephoning the Trustee at its Corporate Trust Office at
(800) 735-7777.
The determination of LIBOR will be made in accordance with the
following provisions:
(i) On each LIBOR Determination Date, the Trustee will determine
LIBOR based on the rate for deposits in United States dollars for a
one-month period which appears on Telerate Page 3750 as of 11:00 A.M.
(London time) on such date.
(ii) If such rate does not appear on Telerate Page 3750, the Trustee
will determine LIBOR on the basis of quotations of the offered rates for
deposits in United States dollars provided by the Reference Banks at
approximately 11:00 A.M. (London time) on such LIBOR Determination Date to
prime banks in the London interbank market for a one-month period. If at
least two such quotations are provided, LIBOR will be the arithmetic mean
of such quotations.
(iii) If, on the LIBOR Determination Date, such rate does not appear
on Telerate Page 3750 and only one or none of the Reference Banks provides
such offered quotations, LIBOR will be the rate per annum that the Trustee
determines to be the arithmetic mean of the offered quotations that three
major banks in The City of New York selected by the Servicer are quoting at
approximately 11:00 A.M. (New York City time) on that day for loans in
United States dollars to leading European banks for a one-month period.
After the Class A Investor Amount has been paid in full on each
Distribution Date with respect to the Class B Accumulation Period, amounts equal
to the least of (a) Available Investor Principal Collection on deposit in the
Collection Account with respect to such Distribution Date, (minus the portion of
such Available Investor Principal Collections applied to Class A Monthly
Principal on such Distribution Date), (b) the Controlled Deposit Amount for such
Distribution Date and (c) the
5
<PAGE> 43
Class B Invested Amount, will be deposited in the Principal Funding Account for
payment to the Class B Certificateholders until the Class B Invested Amount is
paid in full.
On each Distribution Date during the Rapid Amortization Period
(following the payment in full of the Class A Certificates) until the Class B
Invested Amount has been paid in full or the Series Termination Date occurs, the
Class B Certificateholders will be entitled to receive Available Investor
Principal Collections (minus the portion of Available Investor Principal
Collections applied to Class A Monthly Principal on such Distribution Date) in
an amount up to the Class B Invested Amount.
On any Distribution Date occurring on or after the Investor Amount is
reduced to 5% or less of the Initial Investor Amount, the Sellers will have the
option (to be exercised in their sole discretion) to repurchase the
Certificates.
This Class B Certificate does not represent an obligation of, or an
interest in, Advanta Corp., AUS, ANB, any Additional Seller, the Servicer or any
Affiliate of any of them. None of the Class B Certificates, the Accounts nor the
Receivables are deposits or insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agency. This Class B Certificate
is limited in right of payment to certain Collections respecting the Receivables
(and certain other amounts), all as more specifically set forth herein and in
the Agreement.
The Agreement may be amended under certain circumstances by the
Servicer, the Sellers and the Trustee, without Certificateholder consent,
provided that (i) each Seller shall have delivered to the Trustee an Officer's
Certificate to the effect that such Seller reasonably believes that such
amendment will not result in the occurrence of a Pay out Event or materially
adversely affect the amount or timing of distributions to be made to the
Investor Certificateholders of any Series or Class and (ii) written confirmation
from each Rating Agency that such amendment will not result in a reduction or
withdrawal of the rating of the Series 1996-D Certificates or the rating of any
other outstanding Series or Class with respect to which it is a Rating Agency.
The Agreement may be amended by the Servicer, the Sellers and the
Trustee, with the consent of the Holders of Investor Certificates evidencing not
less than 66-2/3% of the aggregate Investor Amount of the Investor Certificates
of all adversely affected Series, for the purpose of adding any provisions to,
changing in any manner or eliminating any of the provisions of the Agreement or
of modifying in any manner the rights of Investor Certificateholders of any
Series then issued and outstanding; provided, however, that no such amendment
shall (a) reduce in any manner the amount of, or delay the timing of,
distributions to Investor Certificateholders or deposits of
6
<PAGE> 44
amounts to be so distributed or the amount available under any Series
Enhancement without the consent to any such amendment of each affected
Certificateholder, (b) change the definition of or the manner of calculating the
interest of any Investor Certificateholder without the consent of each affected
Investor Certificateholder, (c) reduce the aforesaid percentage required to
consent to any such amendment without the consent of each Investor
Certificateholder or (d) adversely affect the rating of any Series or Class by
each Rating Agency without the consent of the Holders of Investor Certificates
of such Series or Class evidencing not less than 66-2/3% of the aggregate
Investor Amount of the Investor Certificates of such Series or Class.
The Class B Certificates are issuable only in denominations of $1,000
and integral multiples of $1,000 in excess thereof. The transfer of this Class B
Certificate shall be registered in the Certificate Register upon surrender of
this Class B Certificate for registration of transfer at any office or agency
maintained by the Transfer Agent and Registrar accompanied by a written
instrument of transfer, in a form satisfactory to the Trustee and the Transfer
Agent and Registrar, duly executed by the Holder or his attorney and duly
authorized in writing, and thereupon one or more new Class B Certificates of
authorized denominations and for the same aggregate fractional undivided
interest will be issued to the designated transferee or transferees.
As provided in the Agreement and subject to certain limitations
therein set forth, this Class B Certificate is exchangeable for a new Class B
Certificate evidencing a like aggregate fractional undivided interest, as
requested by the Holder surrendering this Class B Certificate. No service charge
may be imposed for any such exchange, but the Transfer Agent and Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith.
This Class B Certificate may not be acquired by or for the account of
any benefit plan, trust or account, including an individual retirement account,
that is subject to the Employee Retirement Income Security Act of 1974, as
amended, or that is described in Section 4975(e)(1) of the Internal Revenue Code
of 1986, as amended, or an entity whose underlying assets include plan assets by
reason of a plan's investment in such entity (a "Benefit Plan"). By accepting
and holding this Class B Certificate, the Holder hereof shall be deemed to have
represented and warranted that it is not a Benefit Plan. By acquiring any
interest in this Class B Certificate, the applicable Certificate Owner or Owners
shall be deemed to have represented and warranted that it or they are not
Benefit Plans.
Prior to due presentation of this Class B Certificate for registration
of transfer, the Transfer Agent and Registrar, the Paying Agent and the Trustee
and any agent of any of them may treat the person in whose name this Class B
Certificate is
7
<PAGE> 45
registered as the owner hereof for all purposes, and neither the Trustee, the
Paying Agent or the Transfer Agent and Registrar nor any agent of any of them
shall be affected by notice to the contrary except in certain circumstances
described in the Agreement.
This Class B Certificate shall be construed in accordance with and
governed by the laws of the State of New York, without reference to its conflict
of law provisions.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, or by an authenticating agent
appointed by the Trustee, this Class B Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
8
<PAGE> 46
IN WITNESS WHEREOF, the Sellers have caused this Class B Certificate
to be duly executed.
ADVANTA NATIONAL BANK USA
By: /s/ Michael Coco
---------------------------
Vice President
ADVANTA NATIONAL BANK
By: /s/ Michael Coco
---------------------------
Vice President
This is one of the Class B Certificates referred to in the
within-mentioned Agreement.
BANKER TRUST COMPANY,
as Trustee,
By: /s/ Kevin J. Healey
---------------------------
Authorized Officer
Dated: June 18, 1996
9
<PAGE> 47
----------
ASSIGNMENT
----------
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE(S)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
_________________________
: :
: :
: :
:_________________________: _____________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)
____________________ the within certificate and all rights thereunder, and
hereby irrevocably constitutes and appoints ____________________ Attorney, with
full power of substitution in the premises, to transfer said certificate on the
books kept for registration thereof.
Dated: ________________________
__________________________________________________
Note: The signature(s) to this Assignment must
correspond with the name(s) as written on the face
of the within certificate in every particular,
without alteration or enlargement or any change
whatever.
(1) An assignee which is not a United States
Person as defined in the Internal Revenue
Code of 1986, as amended (the "Code") must
certify to the Transfer Agent and Registrar
in writing as to such status and such further
information as may be required under the Code
or reasonably requested by the Transfer Agent
and Registrar.
10
<PAGE> 1
EXHIBIT 5
<PAGE> 2
EXECUTION COPY
ADVANTA NATIONAL BANK USA
Seller and Servicer
ADVANTA NATIONAL BANK
Seller
and
BANKERS TRUST COMPANY
Trustee
on behalf of the Series 1996-D Certificateholders
SERIES 1996-D SUPPLEMENT
Dated as of June 18, 1996
to
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of December 1, 1993,
as Amended and Restated on May 23, 1994
ADVANTA CREDIT CARD MASTER TRUST II
SERIES 1996-D
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
ARTICLE I
Creation of the Series 1996-D Certificates
Section 1.1. Designation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II
Definitions
Section 2.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE III
Servicer and Trustee
Section 3.1. Servicing Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
ARTICLE IV
Rights of Series 1996-D Certificateholders and Collateral Interest
Holder and Allocation and Application of Collections
Section 4.1. Collections and Allocations . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 4.2. Determination of Monthly Interest . . . . . . . . . . . . . . . . . . . . . . . 23
Section 4.3. Determination of Monthly Principal . . . . . . . . . . . . . . . . . . . . . . 25
Section 4.4. Required Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 4.5. Application of Class A Available Funds, Class B Available Funds, Collateral
Available Funds, Available Investor
Principal Collections and Collateral Principal Collections . . . . . . . . . . 28
Section 4.6. Default Amounts; Investor Charge-Offs . . . . . . . . . . . . . . . . . . . . . 30
Section 4.7. Excess Spread; Excess Finance Charges . . . . . . . . . . . . . . . . . . . . . 32
Section 4.8. Reallocated Principal Collections . . . . . . . . . . . . . . . . . . . . . . . 34
Section 4.9. Excess Finance Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 4.10. Shared Principal Collections . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 4.11. Determination of LIBOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 4.12. Cash Collateral Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 4.13. Principal Funding Account . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 4.14. Class A Accumulation Period . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 4.15. Reserve Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 4.16. Pre-Funding Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 4.17. Increases in Invested Amount . . . . . . . . . . . . . . . . . . . . . . . . . 42
</TABLE>
i
<PAGE> 4
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE V
Distributions and Reports to Series 1996-D Certificateholders
Section 5.1. Distributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 5.2. Certificates and Statements. . . . . . . . . . . . . . . . . . . . . . . 43
ARTICLE VI
Series 1996-D Pay Out Events
Section 6.1. Series 1996-D Pay Out Events . . . . . . . . . . . . . . . . . . . . . . 44
ARTICLE VII
Optional Repurchase; Series Termination
Section 7.1. Optional Repurchase . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 7.2. Series Termination . . . . . . . . . . . . . . . . . . . . . . . . . . 46
ARTICLE VIII
Final Distributions
Section 8.1. Sale of Receivables or Certificateholders' Interest Pursuant to
Section 2.06 or 10.01 of the Agreement . . . . . . . . . . . . . . . . 47
Section 8.2. Distribution of Proceeds of Sale, Disposition or Liquidation of
the Receivables Pursuant to Section 9.02 of the Agreement . . . . . . . 48
Section 8.3. Instructions Pursuant to Section 9.02(a) of the Agreement . . . . . . . 49
ARTICLE IX
Certificates
Section 9.1. Book-Entry Certificates . . . . . . . . . . . . . . . . . . . . . . . . 50
ARTICLE X
Miscellaneous Provisions
Section 10.1. Certain Matters Regarding the Collateral Interest Holder . . . . . . . 50
Section 10.2. Ratification of Agreement . . . . . . . . . . . . . . . . . . . . . . . 50
Section 10.3. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 10.4. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 10.5. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
</TABLE>
ii
<PAGE> 5
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Section 10.6. Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
</TABLE>
iii
<PAGE> 6
SERIES 1996-D SUPPLEMENT, dated as of June 18, 1996 (the
"Supplement"), among ADVANTA NATIONAL BANK USA, a national banking association,
as Seller and Servicer, ADVANTA NATIONAL BANK, a national banking association,
as Seller, and BANKERS TRUST COMPANY, a New York banking corporation, as
Trustee.
Pursuant to the Amended and Restated Pooling and Servicing
Agreement dated as of December 1, 1993, as Amended and Restated on May 23, 1994
(as amended and supplemented, including by the terms of this Supplement, the
"Agreement"), among Advanta National Bank USA (formerly known as Colonial
National Bank USA) ("AUS"), as a Seller and Servicer, and the Trustee, the
Sellers have created ADVANTA Credit Card Master Trust II (the "Trust").
Section 6.03 of the Agreement provides that the Sellers may from time to time
direct the Trustee to authenticate one or more new Series of Investor
Certificates representing fractional undivided interests in the Trust. The
Principal Terms of any new Series are to be set forth in a Supplement to the
Agreement.
Pursuant to this Supplement, the Sellers and the Trustee shall
create a new Series of Investor Certificates and specify the Principal Terms
thereof.
ARTICLE I
Creation of the Series 1996-D Certificates
Section 1.1. Designation. (a) There is hereby created a
Series of Investor Certificates to be issued pursuant to the Agreement and this
Supplement to be known as "ADVANTA Credit Card Master Trust II, Series 1996-D."
The Series 1996-D Certificates shall be issued in two Classes. The first Class
shall be known as the "Class A Floating Rate Asset Backed Certificates, Series
1996-D" and the second Class shall be known as the "Class B Floating Rate Asset
Backed Certificates, Series 1996-D." In addition, there is hereby created a
third Class of interests in the Trust which, except as expressly provided
herein, shall be deemed to be "Investor Certificates" for all purposes under
the Agreement and this Supplement and shall be in uncertificated form and which
shall be known as the "Collateral Interest, Series 1996-D." Solely for the
purposes of Section 9.02(a) of the Agreement, the holders of interests in the
Collateral Interest, the Cash Collateral Account and the Yield Supplement
Account shall each be deemed to be a separate Class. The Collateral Interest
Holder shall be the Series Enhancer for Series 1996-D. Notwithstanding
anything to the contrary in the Agreement, the institution making the initial
deposit to the Cash Collateral Account shall not be deemed to be a Series
Enhancer for Series 1996-D.
(b) Series 1996-D shall be included in Group One. Series
1996-D shall be a Principal Sharing Series with respect to Group One only.
Series 1996-D shall not be subordinated to anyother Series. Notwithstanding
any provision in the Agreement or in this Supplement to the contrary, the first
Distribution Date with respect to Series 1996-D shall be the August 1996
Distribution Date, and references herein to the Monthly Period relating to
<PAGE> 7
the August 1996 Distribution Date shall mean the period from the Closing Date
through the end of July 1996.
(c) In the event that any term or provision contained
herein shall conflict with or be inconsistent with any term or provision
contained in the Agreement, the terms and provisions of this Supplement shall
govern.
(d) The Collateral Interest Holder, as holder of an
"Investor Certificate" under the Agreement, shall be entitled to the benefits
of the Agreement and this Supplement. Notwithstanding the foregoing, except as
expressly provided herein, the provisions of Article VI and Article XII of the
Agreement relating to the registration, authentication, delivery, presentation,
cancellation and surrender of Registered Certificates and clauses (a) and (c)
of the definition of "Tax Opinion" in Section 1.01 of the Agreement shall not
be applicable to the Collateral Interest.
ARTICLE II
Definitions
Section 2.1. Definitions.
(a) Whenever used in this Supplement, the following words and
phrases shall have the following meanings, and the definitions of such terms
are applicable to the singular as well as the plural forms of such terms and
the masculine as well as the feminine and neuter genders of such terms.
"Accumulation Date" shall mean the close of business on
February 28, 2002.
"Accumulation Period" shall mean the Class A Accumulation Period
and the Class B Accumulation Period.
"Additional Interest" shall mean, at any time of
determination, the Class A Additional Interest, the Class B Additional Interest
and the Collateral Additional Interest.
"Assignment No. 20" shall mean Assignment No. 20 of
Receivables in Additional Accounts dated as of June 18, 1996 by and between the
Sellers, the Servicer and the Trustee.
"AUS" shall mean Advanta National Bank USA, a national banking
association formerly known as Colonial National Bank USA.
"Available Cash Collateral Amount" shall mean, with respect to
any Distribution Date, the lesser of (a) the amount on deposit in the Cash
Collateral Account on such date (before giving effect to any deposit to, or
withdrawal from, the Cash Collateral
2
<PAGE> 8
Account to be made with respect to such date) and (b) the lesser of the
Required Enhancement Amount and the Invested Amount as of such date.
"Available Enhancement Amount" shall mean, for any date of
determination, the sum of (a) the Collateral Investor Amount and (b) the
aggregate amount of funds on deposit in the Cash Collateral Account, in each
case on such date.
"Available Investor Principal Collections" shall mean, with
respect to any Monthly Period, an amount equal to the sum of (a) (i) an amount
equal to the Investor Principal Collections minus (ii) the amount of
Reallocated Principal Collections with respect to such Monthly Period which
pursuant to Section 4.8(a) are required to fund any deficiency in the amount to
be distributed pursuant to Sections 4.5(a)(i), (ii) and (iii) for the related
Distribution Date (excluding Reallocated Principal Collections that have
resulted in a reduction of the Collateral Invested Amount pursuant to Section
4.6(c)), plus (b) any Shared Principal Collections with respect to other Series
in Group One that are allocated to Series 1996-D in accordance with Section
4.04 of the Agreement and Section 4.10 hereof, plus (c) any other amounts which
pursuant to subsection 4.5(a)(iii) (including any amounts allocated with
respect thereto pursuant to subsection 4.7(a)) and Sections 4.7(b), (d) and (e)
hereof are to be treated as Available Investor Principal Collections with
respect to the related Distribution Date, plus (d) the excess, if any, of
Collateral Principal Collections over Collateral Monthly Principal with respect
to the related Distribution Date.
"Average Principal Balance" shall mean, for any Monthly Period
in which an Addition Date occurs, the weighted average of the sum of the
Principal Receivables in the Trust and the principal amount on deposit in the
Excess Funding Account at the end of the day on the last day of the prior
Monthly Period and the sum of the Principal Receivables in the Trust and the
principal amount on deposit in the Excess Funding Account at the end of the day
on the related Addition Date, weighted, respectively, by a fraction, the
numerator of which is the number of days from and including the first day of
such Monthly Period, to but excluding the related Addition Date, and the
denominator of which is the number of days in such Monthly Period, and by a
fraction, the numerator of which is the number of days from and including the
related Addition Date to and including the last day of such Monthly Period, and
the denominator of which is the number of days in such Monthly Period.
"Base Rate" shall mean, with respect to any Monthly Period,
the annualized percentage equivalent of a fraction, the numerator of which is
equal to the sum of the Class A Monthly Interest, the Class B Monthly Interest,
the Collateral Monthly Interest and the Monthly Servicing Fee with respect to
the related Distribution Date and the denominator of which is the Investor
Amount as of the last day of the preceding Monthly Period; provided, however,
if the Rating Agency Condition is satisfied with respect thereto, for purposes
of determining the Base Rate, the Monthly Servicing Fee shall be replaced with
an amount equal to one-twelfth the product of (i) the Net Servicing Fee Rate
and (ii) the Servicing Base Amount.
"Cash Collateral Account" shall have the meaning specified in
Section 4.12(a).
3
<PAGE> 9
"Cash Collateral Account Investments" shall mean Eligible
Investments.
"Cash Enhancement Surplus" shall mean, as of any date of
determination, the excess, if any, of (a) the amount on deposit in the Cash
Collateral Account over (b) the Required Cash Collateral Amount. Any Cash
Enhancement Surplus shall be applied in accordance with the Loan Agreement.
"Class A Accumulation Period" shall mean, unless a Pay Out
Event with respect to Series 1996-D shall have occurred prior thereto, the
period commencing on the Accumulation Date or such later date as is determined
in accordance with Section 4.14 and ending on the first to occur of (a) the
commencement of the Rapid Amortization Period, (b) the payment in full to the
Class A Certificateholders of the Class A Investor Amount or (c) the Series
Termination Date.
"Class A Accumulation Period Length" shall have the mean
specified in Section 4.14.
"Class A Additional Interest" shall have the meaning
specified in subsection 4.2(a).
"Class A Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the sum of (a) the Class A Floating
Percentage of the Collections of Finance Charge Receivables allocated to the
Series 1996-D Certificates (including any investment earnings on amounts on
deposit in the Pre-Funding Account and any other amounts that are to be treated
as Collections of Finance Charge Receivables in accordance with the Agreement),
(b) the amount of Principal Funding Investment Proceeds, if any, with respect
to such Distribution Date, (c) the amount of funds, if any, to be withdrawn
from the Reserve Account which, pursuant to Section 4.15, are required to be
included in Class A Available Funds with respect to such Distribution Date,
less (d) the Class A Floating Percentage of Servicer Interchange.
"Class A Certificate Rate" shall mean, for any Interest Period
with respect to the Class A Certificates, a per annum rate equal to LIBOR as of
the LIBOR Determination Date applicable to such Interest Period plus the Class
A Certificate Rate Spread.
"Class A Certificate Rate Spread" shall mean 0.15% per annum.
"Class A Certificateholder" shall mean the Person in whose
name a Class A Certificate is registered in the Certificate Register.
"Class A Certificates" shall mean any one of the Certificates
executed by the Sellers and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-1.
"Class A Expected Final Distribution Date" shall mean the
December 2002 Distribution Date.
4
<PAGE> 10
"Class A Floating Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never exceed
100%) of a fraction, the numerator of which is equal to the Class A Invested
Amount as of the close of business on the last day of the preceding Monthly
Period and the denominator of which is equal to the Invested Amount as of such
day; provided, however, that with respect to the first Monthly Period, the
Class A Floating Percentage shall mean the percentage equivalent of a fraction,
the numerator of which is the Class A Initial Invested Amount and the
denominator of which is the Initial Invested Amount.
"Class A Initial Invested Amount" shall mean $497,375,000.
"Class A Initial Investor Amount" shall mean the aggregate
initial principal balance of the Class A Certificates, which is $605,500,000.
"Class A Interest Shortfall" shall have the meaning
specified in subsection 4.2(a).
"Class A Invested Amount" shall mean, on any date of
determination, an amount equal to (a) the Class A Initial Invested Amount,
plus (b) the amount of any increases in the Class A Invested Amount during the
Funding Period pursuant to Section 4.17 on or prior to such date, minus (c) the
aggregate amount of principal payments (other than principal payments made from
amounts on deposit in the Pre-Funding Account on the first Distribution Date
following the end of the Funding Period) made to the Class A Certificateholders
on or prior to such date, minus (d) the excess, if any, of the aggregate amount
of Class A Investor Charge-Offs for all prior Distribution Dates over the
aggregate amount of Class A Investor Charge-Offs reimbursed pursuant to
subsection 4.6(a) prior to such date minus (e) the Principal Funding Account
Balance.
"Class A Investor Amount" shall mean, on any date of
determination, an amount equal to the sum of (a) the Class A Invested Amount,
(b) the Class A Floating Percentage of the Pre-Funded Amount and (c) the
Principal Funding Account Balance.
"Class A Investor Charge-Off" shall have the meaning specified
in subsection 4.6(a).
"Class A Investor Default Amount" shall mean, with respect to
each Distribution Date, an amount equal to the product of (i) the Investor
Default Amount for the related Monthly Period and (ii) the Class A Floating
Percentage for such Monthly Period.
"Class A Monthly Interest" shall have the meaning specified in
subsection 4.2(a).
"Class A Monthly Principal" shall have the meaning specified
in subsection 4.3(a).
5
<PAGE> 11
"Class A Penalty Rate" shall mean the sum of the Class A
Certificate Rate and 2.0% per annum.
"Class A Principal Percentage" shall mean, with respect to any
Monthly Period (i) during the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator of
which is the Class A Invested Amount as of the last day of the immediately
preceding Monthly Period and the denominator of which is the Invested Amount as
of such day and (ii) during the Accumulation Period or the Rapid Amortization
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is the Class A Invested Amount as of the
last day of the Revolving Period, and the denominator of which is the Invested
Amount as of such last day; provided, however, that with respect to the first
Monthly Period, the Class A Principal Percentage shall mean the percentage
equivalent of a fraction, the numerator of which is the Class A Initial
Invested Amount and the denominator of which is the Initial Invested Amount.
"Class A Required Amount" shall have the meaning specified in
Section 4.4(a).
"Class A Servicing Fee" shall have the meaning specified in
Section 3.1.
"Class B Accumulation Period" shall mean, unless a Pay Out
Event with respect to Series 1996-D shall have occurred prior thereto, the
period commencing on the first day of the Monthly Period immediately preceding
the Class B Principal Commencement Date and ending on the first to occur
thereafter of (a) the commencement of the Rapid Amortization Period, (b) the
payment in full to the Class B Certificateholders of the Class B Invested
Amount or (c) the Series Termination Date.
"Class B Additional Interest" shall have the meaning specified
in Section 4.2(b).
"Class B Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the Class B Floating Percentage of the
Collections of Finance Charge Receivables allocated to the Series 1996-D
Certificates (including any investment earnings on amounts on deposit in the
Pre-Funding Account and any other amounts that are to be treated as Collections
of Finance Receivables in accordance with the Agreement), less the Class B
Floating Percentage of Servicer Interchange.
"Class B Certificate Rate" shall mean, for any Interest Period
with respect to the Class B Certificates, a per annum rate equal to LIBOR as of
the LIBOR Determination Date for such Interest Period plus the Class B
Certificate Rate Spread.
"Class B Certificate Rate Spread" shall mean 0.30% per annum.
"Class B Certificateholder" shall mean the Person in whose
name a Class B Certificate is registered in the Certificate Register.
6
<PAGE> 12
"Class B Certificates" shall mean any one of the Certificates
executed by the Sellers and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-2.
"Class B Expected Final Distribution Date" shall mean the
January 2003 Distribution Date.
"Class B Floating Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never exceed
100%) of a fraction, the numerator of which is equal to the Class B Invested
Amount as of the close of business on the last day of the preceding Monthly
Period and the denominator of which is equal to the Invested Amount as of such
day; provided, however, that with respect to the first Monthly Period, the
Class B Floating Percentage shall mean the percentage equivalent of a fraction,
the numerator of which is the Class B Initial Invested Amount and the
denominator of which is the Initial Invested Amount.
"Class B Initial Invested Amount" shall mean $31,625,000.
"Class B Initial Investor Amount" shall mean the aggregate
initial principal balance of the Class B Certificates, which is $38,500,000.
"Class B Interest Shortfall" shall have the meaning specified
in Section 4.2(b).
"Class B Invested Amount" shall mean, on any date of
determination, an amount equal to (a) the Class B Initial Invested Amount, plus
(b) the amount of any increases in the Class B Invested Amount during the
Funding Period pursuant to Section 4.17 on or prior to such date, minus (c) the
aggregate amount of principal payments (other than principal payments made from
amounts on deposit in the Pre-Funding Account on the first Distribution Date
following the end of the Funding Period) made to the Class B Certificateholders
prior to such date minus (d) the excess, if any, of the aggregate amount of
Class B Investor Charge-Offs for all prior Distribution Dates over the
aggregate amount of any reimbursement of Class B Investor Charge-Offs pursuant
to subsection 4.6(b) for all Distribution Dates preceding such date, minus (e)
the amount of Reallocated Principal Collections allocated on all prior
Distribution Dates pursuant to Section 4.8(a) (excluding any Reallocated
Principal Collections that have resulted in a reduction in the Collateral
Invested Amount pursuant to Section 4.6(c)), minus (f) an amount equal to the
amount by which the Class B Invested Amount has been reduced on all prior
Distribution Dates pursuant to Section 4.6(a) and plus (g) the amount of Excess
Spread and Excess Finance Charges allocated and available on all prior
Distribution Dates pursuant to Section 4.7(e) for the purpose of reimbursing
amounts deducted pursuant to the foregoing clauses (d), (e) and (f); provided,
however, that the Class B Invested Amount may not be reduced below zero.
"Class B Investor Amount" shall mean, for any date of
determination, an amount equal to the sum of (a) the Class B Invested Amount
and (b) the Class B Floating Percentage of the Pre-Funded Amount.
7
<PAGE> 13
"Class B Investor Charge-Off" shall have the meaning specified
in Section 4.6(b).
"Class B Investor Default Amount" shall mean, with respect to
each Distribution Date, an amount equal to the product of (i) the Investor
Default Amount for the related Monthly Period and (ii) the Class B Floating
Percentage for such Monthly Period.
"Class B Monthly Interest" shall have the meaning specified in
Section 4.2(b).
"Class B Monthly Principal" shall have the meaning specified
in Section 4.3(b).
"Class B Penalty Rate" shall mean the sum of the Class B
Certificate Rate and 2.0% per annum.
"Class B Principal Commencement Date" shall mean the
Distribution Date on which the Class A Investor Amount is paid in full or on
which the Principal Funding Account Balance is equal to the Class A Investor
Amount; provided, that if the Class A Investor Amount is paid in full on the
Class A Expected Final Distribution Date and the Rapid Amortization Period has
not commenced, the Class B Principal Commencement Date shall mean the Class B
Expected Final Distribution Date.
"Class B Principal Percentage" shall mean, with respect to any
Monthly Period (i) during the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator of
which is the Class B Invested Amount as of the last day of the immediately
preceding Monthly Period and the denominator of which is the Invested Amount as
of such day and (ii) during the Accumulation Period or the Rapid Amortization
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is the Class B Invested Amount as of the
last day of the Revolving Period, and the denominator of which is the Invested
Amount as of such last day; provided, however, that with respect to the first
Monthly Period, the Class B Principal Percentage shall mean the percentage
equivalent of a fraction, the numerator of which is the Class B Initial
Invested Amount and the denominator of which is the Initial Invested Amount.
"Class B Required Amount" shall have the meaning specified in
Section 4.4(b).
"Class B Servicing Fee" shall have the meaning specified in
Section 3.1.
"Closing Date" shall mean June 18, 1996.
"Collateral Additional Interest" shall have the meaning
specified in Section 4.2(c).
"Collateral Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the Collateral Floating Percentage of the
Collections of Finance Charge
8
<PAGE> 14
Receivables allocated to the Series 1996-D Certificates (including any
investment earnings on amounts on deposit in the Pre-Funding Account and any
other amounts that are to be treated as Collections of Finance Charge
Receivables in accordance with the Agreement), less the Collateral Floating
Percentage of Servicer Interchange.
"Collateral Default Amount" shall mean, with respect to each
Distribution Date, an amount equal to the product of (i) the Investor Default
Amount for the related Monthly Period and (ii) the Collateral Floating
Percentage for such Monthly Period.
"Collateral Floating Percentage" shall mean, with respect to
any Monthly Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Collateral Invested
Amount as of the close of business on the last day of the preceding Monthly
Period and the denominator of which is equal to the Invested Amount as of such
day; provided, however, that with respect to the first Monthly Period, the
Collateral Floating Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Collateral Initial Invested Amount and
the denominator of which is the Initial Invested Amount.
"Collateral Initial Invested Amount" shall mean $46,000,000.
"Collateral Initial Investor Amount" shall mean the aggregate
initial principal balance of the Collateral Interest, which is $56,000,000.
"Collateral Interest" shall mean a fractional undivided
interest in the Trust which shall consist of the right to receive, to the
extent necessary to make the required payments to the Collateral Interest
Holder under this Supplement, the portion of Collections allocable thereto
under the Agreement and this Supplement, funds on deposit in the Collection
Account allocable thereto pursuant to the Agreement and this Supplement and,
subject to the rights of the Investor Certificateholders with respect thereto,
funds on deposit in the Pre-Funding Account.
"Collateral Interest Holder" shall mean the entity so
designated in the Loan Agreement.
"Collateral Interest Shortfall" shall have the meaning
specified in subsection 4.2(c).
"Collateral Invested Amount" shall mean, for any date of
determination, an amount equal to (a) the Collateral Initial Invested Amount,
plus (b) the amount of any increases in the Collateral Invested Amount during
the Funding Period pursuant to Section 4.17 on or prior to such date, minus (c)
an amount equal to the amount by which the Collateral Invested Amount has been
reduced on all prior Distribution Dates pursuant to Section 4.6, minus (d) the
aggregate amount paid pursuant to subsections 4.5(e)(i), 4.5(f)(iii) and
4.5(g)(i) prior to such date, and plus (e) the aggregate amount of Excess
Finance Charges and Excess Spread allocated and available on all prior
Distribution Dates pursuant to Section 4.7(i) for the purpose of reimbursing
amounts deducted pursuant to the foregoing
9
<PAGE> 15
clause (c); provided, however, that the Collateral Invested Amount may not be
reduced below zero.
"Collateral Investor Amount" shall mean, for any date of
determination, an amount equal to the sum of (a) the Collateral Invested Amount
and (b) the Collateral Floating Percentage of the Pre-Funded Amount.
"Collateral Monthly Interest" shall have the meaning specified
in Section 4.2(c).
"Collateral Monthly Principal" shall have the meaning
specified in Section 4.3(c).
"Collateral Principal Collections" shall mean, with respect to
any Monthly Period, an amount equal to (a) the Invested Principal Collections
with respect to such Monthly Period, minus (b) the amount of Investor Principal
Collections with respect to such date, plus (c) the amount, if any, of Excess
Spread and Excess Finance Charges to be distributed pursuant to Sections 4.7(h)
and (i) on the related Distribution Date and minus (d) the amount of
Reallocated Principal Collections with respect to such Monthly Period which,
pursuant to Section 4.8, are required to fund any deficiency in the amounts to
be distributed pursuant to Sections 4.5(a)(i), (ii) and (iii) and 4.5(b)(i) and
(ii) and Section 4.7(d) for the related Distribution Date (excluding
Reallocated Principal Collections which have been allocated to reduce the Class
B Invested Amount).
"Collateral Principal Shortfall" shall mean, for any
Distribution Date during the Accumulation Period or the Rapid Amortization
Period, the excess of Collateral Monthly Principal for such Distribution Date
over the amount of Collateral Principal Collections available on such date
pursuant to Section 4.5(g).
"Collateral Rate" shall mean the rate designated as such in
the Loan Agreement.
"Collateral Servicing Fee" shall have the meaning specified in
Section 3.1.
"Controlled Accumulation Amount" shall mean (a) for any
Distribution Date with respect to the Class A Accumulation Period, the maximum
Class A Invested Amount during the Revolving Period divided by nine; provided,
however, that, if the Class A Accumulation Period is modified pursuant to
Section 4.14, (i) the Controlled Accumulation Amount for each Distribution Date
with respect to the Class A Accumulation Period shall mean the amount
determined in accordance with Section 4.14 on the date on which the Class A
Accumulation Period has most recently been modified and (ii) the sum of the
Controlled Accumulation Amounts for all Distribution Dates with respect to the
modified Class A Accumulation Period shall not be less than the maximum Class A
Invested Amount during the Revolving Period and (b) for any Distribution Date
with respect to the Class B Accumulation Period, the maximum Class B Invested
Amount during the Revolving Period.
10
<PAGE> 16
"Controlled Deposit Amount" shall mean, for any Distribution
Date with respect to the Accumulation Period, an amount equal to the sum of the
Controlled Accumulation Amount for such Distribution Date and any Deficit
Controlled Accumulation Amount for the immediately preceding Distribution Date.
"Covered Amount" shall mean for any Distribution Date with
respect to the Class A Accumulation Period or the first Special Payment Date,
if such Special Payment Date occurs prior to the Class B Principal Commencement
Date, an amount equal to the product of (i) (A) a fraction, the numerator of
which is the actual number of days in the period from and including the
preceding Distribution Date to but excluding such Distribution Date and the
denominator of which is 360, times (B) the Class A Certificate Rate and (ii)
the Principal Funding Account Balance, if any, as of the preceding Distribution
Date.
"Deficit Controlled Accumulation Amount" shall mean (a) on the
first Distribution Date with respect to the Class A Accumulation Period or the
Class B Accumulation Period, the excess, if any, of the Controlled Accumulation
Amount for such Distribution Date over the amount distributed from the
Collection Account as Class A Monthly Principal or Class B Monthly Principal,
as the case may be, for such Distribution Date and (b) on each subsequent
Distribution Date with respect to the Class A Accumulation Period or the Class
B Accumulation Period, the excess, if any, of the Controlled Deposit Amount for
such subsequent Distribution Date over the amount distributed from the
Collection Account as the case may be, for such subsequent Distribution Date.
"Enhancement Investor Amount" shall mean the Collateral
Invested Amount.
"Enhancement Surplus" shall mean, with respect to any
Distribution Date, the excess, if any, of (a) the amount on deposit in the Cash
Collateral Account plus the Collateral Investor Amount over (b) the Required
Enhancement Amount.
"Excess Finance Charges" shall mean, with respect to Series
1996-D, amounts allocated pursuant to Section 4.05 of the Agreement to Series
1996-D.
"Excess Spread" shall mean, with respect to any Distribution
Date, the sum of the amounts, if any, specified pursuant to Sections
4.5(a)(iv), 4.5(b)(iii) and 4.5(c)(ii) with respect to such Distribution Date.
"Finance Charge Shortfall" shall have the meaning specified in
Section 4.9.
"Fitch" shall mean Fitch Investors Service, L.P., or its
successors.
"Floating Allocation Percentage" shall mean, with respect to
any Monthly Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Invested Amount as of
the last day of the preceding Monthly Period (or with respect to the first
Monthly Period, the Initial Invested Amount) and the denominator of which is
the greater of (1) the sum of (x) the total amount of Principal Receivables in
the Trust at the end of the day on such date (or with respect to the first
11
<PAGE> 17
Monthly Period, at the end of the day on the Closing Date) and (y) the
principal amount on deposit in the Excess Funding Account as of the end of the
day on such date and (2) the sum of the numerators used to calculate the Series
Percentages (as such term is defined in the Agreement) with respect to Finance
Charge Receivables or Defaulted Receivables, as applicable, for all Series of
Certificates then outstanding; provided, however, that, with respect to any
Monthly Period in which an Addition Date occurs and the Servicer need not make
daily deposits of Collections into the Collection Account, the denominator in
(x) above shall be the Average Principal Balance; provided further, however,
that with respect to any Monthly Period in which an Addition Date occurs and
the Servicer is required to make daily deposits of Collections into the
Collection Account, the denominator in (x) above shall be (1) for the period
from and including the first day of such Monthly Period to but excluding the
related Addition Date, the aggregate amount of Principal Receivables in the
Trust at the end of the day on the last day of the prior Monthly Period and (2)
for the period from and including the related Addition Date to and including
the last day of such Monthly Period, the aggregate amount of Principal
Receivables in the Trust at the end of the day on the related Addition Date.
"Funding Period" shall mean the period commencing on the
Closing Date and ending upon the first to occur of (x) the commencement of the
Rapid Amortization Period, (y) the date on which the Invested Amount shall
first equal the Initial Investor Amount and (z) September 30, 1996.
"Group One" shall mean Series 1994-B, Series 1994-D, Series
1995-A, Series 1995-C, Series 1995-D, Euro Series 1995-E, Series 1995-F, Series
1995-G, Series 1996-A, Series 1996-B, Series 1996-C, Series 1996-D and each
other Series hereafter specified in the related Supplement to be included in
Group One.
"Initial Invested Amount" shall mean the sum of the Class A
Initial Invested Amount, the Class B Initial Invested Amount and the Collateral
Initial Invested Amount.
"Initial Investor Amount" shall mean the sum of the Class A
Initial Investor Amount, the Class B Initial Investor Amount and the Collateral
Initial Investor Amount.
"Initial Pre-Funded Amount" shall mean $125,000,000.
"Initial Servicing Fee" shall have the meaning specified in
Section 3.1.
"Interchange" shall mean, with respect to Series 1996-D and
with respect to each Distribution Date, an amount of Interchange (as defined in
the Agreement) equal to one-twelfth of 1.25% of the outstanding balance of the
Principal Receivables allocable to Series 1996-D on the last day of the
preceding Monthly Period.
"Interest Period" shall mean, with respect to any Distribution
Date, the period from and including the Distribution Date immediately preceding
such Distribution Date (or, in the case of the first Distribution Date, from
and including the Closing Date) to but excluding such Distribution Date.
12
<PAGE> 18
"Invested Amount" shall mean, as of any date of determination,
an amount equal to the sum of (a) the Class A Invested Amount as of such date,
(b) the Class B Invested Amount as of such date and (c) the Collateral Invested
Amount as of such date.
"Invested Principal Collections" shall mean, with respect to
any Monthly Period, an amount equal to the Principal Allocation Percentage of
all Collections in respect of Principal Receivables received during such
Monthly Period.
"Investor Amount" shall mean, as of any date of determination,
an amount equal to the sum of (a) the Invested Amount, (b) the Pre-Funded
Amount and (c) the Principal Funding Account Balance.
"Investor Charge-Offs" shall mean Class A Investor
Charge-Offs and Class B Investor Charge-Offs.
"Investor Default Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) the Defaulted Amount
for the related Monthly Period and (b) the Floating Allocation Percentage for
such Monthly Period.
"Investor Principal Collections" shall mean, with respect to
any Monthly Period, an amount equal to the product of (i) Invested Principal
Collections with respect to such Monthly Period and (ii) the sum of the Class A
Principal Percentage and the Class B Principal Percentage with respect to such
Monthly Period.
"LIBOR" shall mean an interest rate per annum determined by
the Trustee for each Interest Period in accordance with the provisions of
Section 4.11.
"LIBOR Determination Date" shall mean June 14, 1996 with
respect to the period from the Closing Date through July 14, 1996; July 11,
1996 with respect to the period from July 15, 1996 through August 14, 1996;
and, with respect to each Interest Period thereafter, the second London
Business Day prior to the commencement of such Interest Period.
"Loan Agreement" shall mean the Loan Agreement among the
Sellers, the Servicer, the Trustee, the Collateral Interest Holder and Advanta
Corp., dated the date hereof, as amended, supplemented or otherwise modified
from time to time in accordance with its terms.
"London Business Day" shall mean a Business Day on which
dealings in deposits in United States dollars are transacted in the London
interbank market.
"Monthly Interest" means, with respect to any Distribution
Date, the Class A Monthly Interest, the Class B Monthly Interest and Collateral
Monthly Interest for such Distribution Date.
"Monthly Servicing Fee" shall have the meaning specified in
Section 3.1.
13
<PAGE> 19
"Net Portfolio Yield" shall mean, with respect to any Monthly
Period, the annualized percentage equivalent of a fraction, the numerator of
which is equal to (a) an amount equal to the product obtained by multiplying
the Floating Allocation Percentage with respect to such Monthly Period and the
amount of collections of Finance Charge Receivables with respect to such
Monthly Period (including any other amounts that are to be treated as
Collections of Finance Charge Receivables in accordance with the Agreement)
plus (b) any investment earnings on amounts on deposit in the Pre-Funding
Account, plus (c) the amount of any Principal Funding Investment Proceeds for
the related Distribution Date, plus (d) the amount of funds, if any, to be
withdrawn from the Reserve Account which, pursuant to Section 4.15, are
required to be included in Class A Available Funds with respect to such
Distribution Date, minus (e) the Investor Default Amount for the Distribution
Date with respect to such Monthly Period, and the denominator of which is the
Investor Amount as of the last day of the preceding Monthly Period.
"Net Servicing Fee Rate" shall mean (a) so long as AUS is the
Servicer, 0.5% per annum, (b) if the Trustee is the Servicer, 1.0% per annum
and (c) if AUS or the Trustee is no longer the Servicer, 2.0% per annum.
"Percentage Allocation" shall have the meaning specified in
Section 4.1(b)(ii).
"Pre-Funded Amount" shall mean, as of any date of
determination, the amount on deposit in the Pre-Funding Account (net of all
interest and other investment income).
"Pre-Funding Account" shall have the meaning set forth in
subsection 4.16(a).
"Principal Allocation Percentage" shall mean, with respect to
any Monthly Period:
(a) during the Revolving Period, the percentage
equivalent (which percentage shall never exceed 100%) of a fraction, the
numerator of which is the Invested Amount as of the last day of the immediately
preceding Monthly Period (or, in the case of the first Monthly Period, the
Closing Date) and the denominator of which is the greater of (i) the sum of (A)
the total amount of Principal Receivables in the Trust as of the last day of
the immediately preceding Monthly Period and (B) the principal amount on
deposit in the Excess Funding Account as of such last day (or, in the case of
the first Monthly Period, the Closing Date) and (ii) the sum of the numerators
used to calculate the Series Percentages applicable to Principal Receivables
for all Series outstanding as of the date as to which such determination is
being made;
(b) during the Accumulation Period or the Rapid
Amortization Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Invested Amount as of
the last day of the Revolving Period and the denominator of which is the
greater of (i) the sum of (A) the total amount of Principal Receivables in the
Trust as of the last day of the immediately preceding Monthly Period and (B)
the principal amount on deposit in the Excess Funding Account as of such last
day and (ii) the sum of the numerators used to calculate the Series Percentages
applicable to Principal
14
<PAGE> 20
Receivables for all Series outstanding as of the date as to which such
determination is being made;
provided however, that with respect to any Monthly Period in which an Addition
Date occurs and the Servicer need not make daily deposits of Collections into
the Collection Account, the amount in clause (i) of paragraphs (a) and (b)
above shall be the Average Principal Balance; provided further, however, that
with respect to any Monthly Period in which an Addition Date occurs and the
Servicer is required to make daily deposits of Collections into the Collection
Account, the amount in clause (i) of paragraphs (a) and (b) above shall be (1)
for the period from and including the first day of such Monthly Period to but
excluding the related Addition Date, the sum of (x) the aggregate amount of
Principal Receivables in the Trust at the end of the day on the last day of the
prior Monthly Period and (y) the principal amount on deposit in the Excess
Funding Account as of such last day and (2) for the period from and including
the related Addition Date to and including the last day of such Monthly Period,
the sum of (x) the aggregate amount of Principal Receivables in the Trust at
the end of the day on the related Addition Date and (y) the principal amount on
deposit in the Excess Funding Account at the end of the day on the related
Addition Date.
"Principal Funding Account" shall have the meaning set forth
in subsection 4.13(a)(i).
"Principal Funding Account Balance" shall mean, with respect
to any date of determination during the Accumulation Period, the principal
amount, if any, on deposit in the Principal Funding Account on such date of
determination.
"Principal Funding Investment Proceeds" shall have the
meaning specified in subsection 4.13(a)(ii).
"Principal Shortfall" shall have the meaning specified in
Section 4.10.
"Rapid Amortization Period" shall mean, (a) if on the day on
which a Trust Pay Out Event or a Series 1996-D Pay Out Event is deemed to have
occurred the Servicer need not make daily deposits into or withdrawals from the
Collection Account pursuant to Section 4.03(a) of the Agreement, the period
commencing at the close of business on the Business Day immediately preceding
the first day of the Monthly Period in which such Trust Pay Out Event or Series
1996-D Pay Out Event is deemed to have occurred or (b) otherwise, the period
commencing at the close of business on the Business Day immediately preceding
the day on which a Trust Pay Out Event or a Series 1996-D Pay Out Event is
deemed to have occurred, and ending on the first to occur of (i) the payment in
full to the Class A Certificateholders and the Class B Certificateholders of
the Class A Investor Amount and the Class B Invested Amount, respectively, and
the payment in full to the Collateral Interest Holder of the Collateral
Invested Amount, if any, or (ii) the Series Termination Date.
"Reallocated Principal Collections" shall mean, with respect
to any Monthly Period, the product of (a) the Principal Allocation Percentage
with respect to such Monthly Period, (b) the aggregate amount of Collections
in respect of Principal Receivables for such
15
<PAGE> 21
Monthly Period and (c) the sum of the Class B Floating Percentage and the
Collateral Floating Percentage with respect to such Monthly Period.
"Reassignment Amount" shall mean, with respect to any
Distribution Date, after giving effect to any deposits and distributions
otherwise to be made on such Distribution Date, the sum of (i) the Invested
Amount on such Distribution Date, plus (ii) Monthly Interest for such
Distribution Date and any Monthly Interest previously due but not distributed
to the Series 1996-D Certificateholders or the Collateral Interest Holder on a
prior Distribution Date, plus (iii) the amount of Additional Interest, if any,
for such Distribution Date and any Additional Interest previously due but not
distributed to the Series 1996-D Certificateholders or the Collateral Interest
Holder on a prior Distribution Date.
"Reference Banks" shall mean Barclays Bank plc, National
Westminster Bank PLC and Bankers Trust Company or such other major banks in the
London interbank market selected by the Servicer from time to time.
"Required Cash Collateral Amount" shall mean, with respect to
any date of determination, the Required Enhancement Amount less the Collateral
Investor Amount.
"Required Draw Amount" shall have the meaning specified in
Section 4.12(c).
"Required Enhancement Amount" shall mean, with respect to any
Distribution Date, the greater of (i) the product of (a) the sum of (I) the sum
of the Class A Invested Amount and the Class A Floating Percentage of the
Pre-Funded Amount and (II) the sum of the Class B Invested Amount and the Class
B Floating Percentage of the Pre-Funded Amount, each as of such Distribution
Date after taking into account all distributions made on such Distribution
Date, minus the amount of funds on deposit in the Cash Collateral Account,
after taking into account all deposits and withdrawals on such Distribution
Date, and (b) a fraction, the numerator of which is 10% and the denominator of
which is the excess of 100% over 10% and (ii) the sum of (A) the product of (I)
$700,000,000, (II) 1.0% and (III) a fraction the numerator of which is equal to
the Available Cash Collateral Amount as of the immediately preceding
Distribution Date and the denominator of which is the Total Enhancement for
such Distribution Date and (B) the product of (I) $700,000,000, (II) 3.0% and
(III) a fraction the numerator of which is equal to the Collateral Invested
Amount as of the immediately preceding Distribution Date and the denominator of
which is the Total Enhancement for such Distribution Date; provided, however,
that (i) if there are any withdrawals from the Cash Collateral Account pursuant
to Section 4.12(c) or any reductions in the Collateral Invested Amount pursuant
to clause (b) of the definition of such amount, or a Pay Out Event occurs with
respect to Series 1996-D, then the Required Enhancement Amount for any
Distribution Date shall equal the Required Enhancement Amount on the
Distribution Date immediately preceding such reduction or Pay Out Event, (ii)
in no event shall the Required Enhancement Amount exceed the sum of the Class A
Invested Amount and the Class B Invested Amount on any such date, and (iii) the
Required Enhancement Amount may be reduced without the consent of the Series
1996-D Certificateholders or the Collateral Interest Holder, if the Sellers
shall have received written notice from each Rating Agency (with a copy
delivered to the Trustee) that such reduction will not result in the
16
<PAGE> 22
reduction or withdrawal of the then current rating of the Series 1996-D
Certificates and each of the Sellers shall have delivered to the Trustee an
Officer's Certificate to the effect that, based on the facts known to such
officer at such time, in the reasonable belief of such Seller, such reduction
will not cause a Pay Out Event or an event that, after the giving of notice or
the lapse of time, would constitute a Pay Out Event, to occur with respect to
Series 1996-D.
"Required Reserve Account Amount" shall mean, with respect to
any Distribution Date prior to the Reserve Account Funding Date, $0, and on or
after the Reserve Account Funding Date, an amount equal to (a) the product of
(i) .5% of the Class A Investor Amount as of the preceding Distribution Date
(after giving effect to all changes therein on such date) and (ii) a fraction,
the numerator of which is the number of Monthly Periods scheduled to be
included in the Class A Accumulation Period as of such date and the denominator
of which is nine (except that if such numerator is one, the Required Reserve
Account Amount determined pursuant to this clause (a) shall be $0) or (b) any
other amount designated by the Sellers, provided that, if such designation is
of a lesser amount, the Sellers (i) shall have received written notice from
each Rating Agency that such designation will not result in the reduction or
withdrawal of the rating of the Series 1996-D Certificates and shall have
delivered copies of each such written notice to the Servicer and the Trustee,
and (ii) shall have delivered to the Trustee a certificate of an authorized
officer to the effect that, based on the facts known to such officer at such
time, in the reasonable belief of such Seller, such designation will not cause
a Pay Out Event or an event that, after the giving of notice or the lapse of
time, would cause a Pay Out Event, to occur with respect to Series 1996-D.
"Reserve Account" shall have the meaning specified in Section
4.15(a).
"Reserve Account Funding Date" shall mean the earlier of (a)
the later of (i) the Distribution Date with respect to the Monthly Period which
commences nine months prior to the Monthly Period in which, as of the related
Determination Date, the Accumulation Period is scheduled to commence, but only
if the excess of the Net Portfolio Yield over the Base Rate with respect to
such Distribution Date or either of the two preceding Distribution Dates is
less than 1.00%, (ii) the Distribution Date with respect to the Monthly Period
which commences six months prior to the Monthly Period in which, as of the
related Determination Date, the Accumulation Period is scheduled to commence,
but only if the excess of the Net Portfolio Yield over the Base Rate with
respect to such Distribution Date or either of the two preceding Distribution
Dates is less than 2.00% and (iii) such later Distribution Date as to which the
Collateral Interest Holder shall consent in writing and (b) the Distribution
Date with respect to the Monthly Period which commences three months prior to
the Monthly Period in which, as of the related Determination Date, the
Accumulation Period is scheduled to commence.
"Reserve Account Surplus" shall mean, as of any date of
determination, the amount, if any, by which the amount on deposit in the
Reserve Account exceeds the Required Reserve Account Amount.
"Reserve Draw Amount" shall have the meaning specified in
Section 4.15(c).
17
<PAGE> 23
"Revolving Period" shall mean the period beginning on the
Closing Date and ending on the earlier of (a) the close of business on the day
preceding the commencement of the Accumulation Period and (b) the close of
business on the day preceding the commencement of the Rapid Amortization Period.
"Series Invested Amount" shall mean the Invested Amount.
"Series Investor Amount" shall mean, as of any date of
determination, an amount equal to the numerator of the Principal Allocation
Percentage on such date.
"Series 1996-D" shall mean the Series of Certificates, the
terms of which are specified in this Supplement.
"Series 1996-D Certificateholder" shall mean a Class A
Certificateholder or a Class B Certificateholder.
"Series 1996-D Certificate" shall mean a Class A Certificate or
a Class B Certificate.
"Series 1996-D Pay Out Event" shall have the meaning specified
in Section 6.1.
"Series Percentage" shall mean with respect to Finance Charge
Receivables and Defaulted Receivables, the Floating Allocation Percentage, and
with respect to Principal Receivables, the Principal Allocation Percentage.
"Series Termination Date" shall mean the earlier to occur of
(i) the June 2005 Distribution Date and (ii) the termination of the Trust
pursuant to Section 12.01 of the Agreement.
"Servicer Interchange" shall have the meaning specified in
Section 3.1.
"Servicing Base Amount" shall have the meaning specified in
Section 3.1.
"Servicing Fee Rate" shall mean 2.0%.
"Special Payment Date" shall mean each Distribution Date with
respect to the Rapid Amortization Period.
"Subordinate Principal Collections" shall have the meaning
specified in Section 4.1(a)(ii).
"Telerate Page 3750" shall mean the display page currently so
designated on the Dow Jones Telerate Service (or such other page as may replace
such page on such service for the purpose of displaying comparable rates or
prices).
18
<PAGE> 24
"Total Enhancement" shall mean, for purposes of determining
the Required Enhancement Amount with respect to any Distribution Date, an
amount equal to the sum of (i) the Available Cash Collateral Amount as of the
immediately preceding Distribution Date, and (ii) the Collateral Investor
Amount as of the immediately preceding Distribution Date.
"Yield Supplement Account" shall have the meaning specified in
Assignment No. 20.
(b) Notwithstanding anything to the contrary in this
Supplement or the Agreement, the term "Rating Agency" shall mean, whenever used
in this Supplement or the Agreement with respect to Series 1996-D, Moody's,
Standard & Poor's and Fitch; provided, however, that references to "Rating
Agency" in the definition of "Eligible Investments" shall be deemed to not
include Fitch to the extent that an investment is rated by Moody's and Standard
& Poor's, but not by Fitch. Reference to rating categories of Moody's and
Standard & Poor's in the Agreement shall be deemed to be references to the
equivalent rating categories of Fitch.
(c) All capitalized terms used herein and not otherwise
defined herein have the meanings ascribed to them in the Agreement.
(d) The words "hereof," "herein" and "hereunder" and
words of similar import when used in this Supplement shall refer to this
Supplement as a whole and not to any particular provision of this Supplement;
references to any Article, Section or Exhibit are references to Articles,
Sections and Exhibits in or to this Supplement unless otherwise specified; and
the term "including" means "including without limitation."
ARTICLE III
Servicer and Trustee
Section 3.1. Servicing Compensation.
The share of the Servicing Fee allocable to the Series 1996-D
Certificateholders and the Collateral Interest Holder with respect to any
Distribution Date (the "Monthly Servicing Fee"), shall be equal to one-twelfth
the product of (i) the Servicing Fee Rate and (ii) the Invested Amount, if any,
as of the last day of the Monthly Period preceding such Distribution Date (the
amount calculated pursuant to this clause (ii) is referred to as the "Servicing
Base Amount"); provided, however, with respect to the July 1996 Distribution
Date, the Monthly Servicing Fee (the "Initial Servicing Fee") shall be
$700,000.
On each Transfer Date for which AUS or the Trustee is the
Servicer, a portion of Interchange equal to one-twelfth of the product of (i)
1.0% and (ii) the Servicing Base Amount with respect to the related Monthly
Period that is on deposit in the Collection Account shall be withdrawn from the
Collection Account and paid to the Servicer in payment
19
<PAGE> 25
of a portion of the Monthly Servicing Fee with respect to such Monthly Period
("Servicer Interchange"). Should the Servicer Interchange on deposit in the
Collection Account on any Transfer Date with respect to the related Monthly
Period be less than one-twelfth of 1.0% of the Servicing Base Amount as of the
last day of such Monthly Period, the Monthly Servicing Fee with respect to such
Monthly Period will not be paid to the extent of such insufficiency of Servicer
Interchange on deposit in the Collection Account. The Servicer Interchange
with respect to the first Transfer Date shall be equal to $350,000. The share
of the Monthly Servicing Fee allocable to the Class A Certificateholders with
respect to any Distribution Date (the "Class A Servicing Fee"), shall be equal
to one-twelfth of the product of (a) the Class A Floating Percentage, (b) the
Net Servicing Fee Rate and (c) the Servicing Base Amount; provided, however,
that with respect to the August 1996 Distribution Date, the Class A Servicing
Fee shall be $302,750. The share of the Monthly Servicing Fee allocable to the
Class B Certificateholders with respect to any Distribution Date (the "Class B
Servicing Fee"), shall be equal to one-twelfth of the product of (a) the Class
B Floating Percentage, (b) the Net Servicing Fee Rate and (c) the Servicing
Base Amount; provided, however, that with respect to the August 1996
Distribution Date, the Class B Servicing Fee shall be $19,250. The share of
the Monthly Servicing Fee allocable to the Collateral Interest Holder with
respect to any Distribution Date (the "Collateral Servicing Fee"), shall be
equal to one-twelfth of the product of (a) the Collateral Floating Percentage,
(b) the Net Servicing Fee Rate and (c) the Servicing Base Amount; provided,
however, that with respect to the August 1996 Distribution Date, the Collateral
Servicing Fee shall be $28,000. The remainder of the Servicing Fee shall be
paid by the Holders of the Seller Certificates or the Certificateholders of
other Series (as provided in the related Supplements) and in no event shall the
Trust, the Trustee, the Series 1996-D Certificateholders or the Collateral
Interest Holder be liable for the share of the Servicing Fee to be paid by the
Holders of the Seller Certificates or the Certificateholders of any other
Series. The Class A Servicing Fee shall be payable to the Servicer solely to
the extent amounts are available for distribution in respect thereof pursuant
to Section 4.5(a)(ii), 4.7(a), 4.8(a) or 4.12(c); the Class B Servicing Fee
shall be payable solely to the extent amounts are available for distribution in
respect thereof pursuant to Section 4.5(b)(ii), 4.7(c), 4.8(b) or 4.12(c); and
the Collateral Servicing Fee shall be payable solely to the extent amounts are
available for distribution in respect thereof pursuant to Section 4.5(c)(i),
4.7(g) or 4.12(c).
ARTICLE IV
Rights of Series 1996-D Certificateholders and Collateral Interest
Holder and Allocation and Application of Collections
Section 4.1. Collections and Allocations. The Servicer will
apply, or will instruct the Trustee to apply, all collections and other funds
on deposit in the Collection Account that are allocated to the Series 1996-D
Certificates and the Collateral Interest as follows:
20
<PAGE> 26
(a) Allocations During the Revolving Period. During the
Revolving Period, the Servicer shall, on or prior to the close of business on
the second Business Day following any Date of Processing, allocate the following
amounts as set forth below:
(i) Allocate to the Series 1996-D
Certificateholders and the Collateral Interest Holder the
product of (x) the Floating Allocation Percentage on such Date
of Processing and (y) the aggregate amount of Collections of
Finance Charge Receivables on such Date of Processing, and of
that allocation, deposit and retain in the Collection Account
(A) prior to the LIBOR Determination Date occurring in such
Monthly Period, an amount equal to the product of (v) the
Floating Allocation Percentage on such Date of Processing and
(w) the aggregate amount of Collections of Finance Charge
Receivables on such Date of Processing, and (B) on and after
such LIBOR Determination Date, the difference between (1)
Monthly Interest for the related Distribution Date (plus, if
AUS is not the Servicer, the Monthly Servicing Fee for such
Monthly Period) and (2) the amounts previously deposited in the
Collection Account with respect to such Monthly Period pursuant
to this subsection (a)(i);
(ii) Allocate to the Series 1996-D
Certificateholders and the Collateral Interest Holder an amount
equal to the product of (A) the Principal Allocation Percentage
on such Date of Processing and (B) the aggregate amount of
Collections of Principal Receivables on such Date of Processing
and pay such amount to the Holders of the Seller Certificates;
provided however, that the amount to be paid to the Holders of
the Seller Certificates pursuant to this Section 4.1(a)(ii) on
any Date of Processing shall be paid to such Holders only if
the Seller Amount on such Date of Processing is greater than
the Required Seller Amount (after giving effect to all
Principal Receivables transferred to the Trust on such day and
any amounts deposited in the Excess Funding Account on such
day) and otherwise shall be deposited in the Excess Funding
Account until the Seller Amount is greater than the Required
Seller Amount and applied in accordance with Section 4.02 of
the Agreement and the remainder shall be paid to the Holders of
the Seller Certificates; provided further, however, that if the
Total Enhancement is less than the Required Enhancement Amount,
an amount equal to the sum of (x) the Collateral Floating
Percentage of the product of the Principal Allocation
Percentage and the aggregate amount of Collections of Principal
Receivables and (y) the Class B Principal Percentage of the
product of the Principal Allocation Percentage and the
aggregate amount of Collections of Principal Receivables
("Subordinate Principal Collections") on each Date of
Processing with respect to a Monthly Period shall be deposited
and retained in the Collection Account during such Monthly
Period.
(b) Allocations During the Accumulation Period. During
the Accumulation Period, the Servicer shall, prior to the close of business on
the second Business Day following any Date of Processing, allocate the following
amounts as set forth below:
21
<PAGE> 27
(i) Allocate to the Series 1996-D
Certificateholders and the Collateral Interest Holder and
deposit and retain in the Collection Account an amount equal
to the product of (A) the Floating Allocation Percentage on
such Date of Processing and (B) the aggregate amount of
Collections of Finance Charge Receivables on such Date of
Processing.
(ii) Allocate to the Series 1996-D
Certificateholders and the Collateral Interest Holder and
deposit and retain in the Collection Account an amount equal
to the product of (x) the Principal Allocation Percentage on
such Date of Processing and (y) the aggregate amount of
Collections of Principal Receivables on such Date of
Processing (for any such date, a "Percentage Allocation");
provided, however, that if the sum of such Percentage
Allocations with respect to the same Monthly Period exceeds
the Controlled Deposit Amount for the related Distribution
Date, then such excess shall not be treated as a Percentage
Allocation and shall be paid to the Holders of the Seller
Certificates only if the Seller Amount on such Date of
Processing is greater than the Required Seller Amount (after
giving effect to all Principal Receivables transferred to the
Trust on such day and any amounts deposited in the Excess
Funding Account on such day) and otherwise shall be deposited
in the Excess Funding Account until the Seller Amount is
greater than the Required Seller Amount and applied in
accordance with Section 4.02 of the Agreement and the
remainder shall be paid to the Holders of the Seller
Certificates; provided further, however, that if the Total
Enhancement is less than the Required Enhancement Amount,
Subordinate Principal Collections with respect to each Monthly
Period shall be retained in the Collection Account during such
Monthly Period.
(c) Allocations During the Rapid Amortization Period.
During the Rapid Amortization Period, the Servicer shall, prior to the close of
business on the second Business Day following any Date of Processing, allocate
the following amounts as set forth below:
(i) Allocate to the Series 1996-D
Certificateholders and the Collateral Interest Holder and
deposit and retain in the Collection Account an amount equal
to the product of (A) the Floating Allocation Percentage on
such Date of Processing and (B) the aggregate amount of
Collections of Finance Charge Receivables on such Date of
Processing.
(ii) Allocate to the Series 1996-D
Certificateholders and the Collateral Interest Holder and
deposit and retain in the Collection Account an amount equal
to the product of (A) the Principal Allocation Percentage on
such Date of Processing and (B) the aggregate amount of
Collections of Principal Receivables on such Date of
Processing; provided, however, that after the date on which an
amount of such Collections equal to the Investor Amount has
been deposited into the Collection Account and allocated to
the Series 1996-D Certificateholders and the Collateral
Interest Holder, the amount determined in accordance with this
subparagraph (ii) in excess thereof shall be
22
<PAGE> 28
paid to the Holders of the Seller Certificates only if the
Seller Amount on such Date of Processing is greater than the
Required Seller Amount (after giving effect to all Principal
Receivables transferred to the Trust on such day and any
amounts deposited in the Excess Funding Account on such day)
and otherwise shall be deposited in the Excess Funding Account
until the Seller Amount is greater than the Required Seller
Amount and applied in accordance with Section 4.02 of the
Agreement and the remainder shall be paid to the Holders of
the Seller Certificates.
(d) Notwithstanding anything to the contrary in this
Section 4.1, if on any Date of Processing the aggregate amount of Principal
Receivables is less than the sum of the Series Investor Amounts for all Series
outstanding, all Collections of Principal Receivables on such date that are
otherwise payable to the Holders of the Seller Certificates shall, unless such
Collections are to be retained in the Collection Account, be deposited in the
Excess Funding Account and applied in accordance with Section 4.02 of the
Agreement.
(e) Notwithstanding the foregoing, the Servicer need not
make daily deposits of Collections into the Collection Account at any time when
the requirements of Section 4.03 of the Agreement are satisfied.
Section 4.2. Determination of Monthly Interest.
(a) The amount of monthly interest ("Class A Monthly
Interest") distributable from the Collection Account with respect to the Class
A Certificates on each Distribution Date shall be an amount equal to the
product of (i) (A) a fraction, the numerator of which is the actual number of
days in the related Interest Period and the denominator of which is 360, times
(B) the Class A Certificate Rate and (ii) the outstanding principal amount of
the Class A Certificates as of the close of business on the preceding Record
Date; provided, however, with respect to the August 1996 Distribution Date,
Class A Monthly Interest shall be equal to the interest accrued on the Class A
Initial Investor Amount at the applicable Class A Certificate Rate for the
periods from the Closing Date to but excluding July 15, 1996, and from July 15,
1996 to but excluding August 15, 1996.
On the Determination Date preceding each Distribution Date,
the Servicer shall determine the excess, if any (the "Class A Interest
Shortfall"), of (x) the Class A Monthly Interest for such Distribution Date
over (y) the aggregate amount of funds allocated and available to pay such
Class A Monthly Interest on such Distribution Date (after giving effect to any
withdrawal from the Cash Collateral Account with respect to such Distribution
Date). If the Class A Interest Shortfall with respect to any Distribution Date
is greater than zero, an additional amount ("Class A Additional Interest")
equal to the product of (i) (A) a fraction, the numerator of which is the
actual number of days from and including the preceding Distribution Date to but
excluding such Distribution Date and the denominator of which is 360, times (B)
the Class A Penalty Rate and (ii) such Class A Interest Shortfall (or the
portion thereof which has not been paid to the Class A Certificateholders)
shall be payable as provided herein with respect to the Class A Certificates on
each Distribution Date following such Distribution Date to and including the
Distribution Date on which such Class
23
<PAGE> 29
A Interest Shortfall is paid to the Class A Certificateholders. Notwithstanding
anything to the contrary herein, Class A Additional Interest shall be payable or
distributed to Class A Certificateholders only to the extent permitted by
applicable law.
(b) The amount of monthly interest ("Class B Monthly
Interest") distributable from the Collection Account with respect to the Class B
Certificates on each Distribution Date shall be an amount equal to the product
of (i) (A) a fraction, the numerator of which is the actual number of days in
the related Interest Period and the denominator of which is 360, times (B) the
Class B Certificate Rate and (ii) the outstanding principal amount of the Class
B Certificates as of the close of business on the preceding Record Date;
provided, however, with respect to the August 1996 Distribution Date, Class B
Monthly Interest shall be equal to the interest accrued on the Class B Initial
Investor Amount at the applicable Class B Certificate Rate for the periods from
the Closing Date to but excluding July 15, 1996, and from July 15, 1996 to but
excluding August 15, 1996.
On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "Class B Interest Shortfall"),
of (x) the Class B Monthly Interest for such Distribution Date over (y) the
aggregate amount of funds allocated and available to pay such Class B Monthly
Interest on such Distribution Date (after giving effect to any withdrawal from
the Cash Collateral Account with respect to such Distribution Date). If the
Class B Interest Shortfall with respect to any Distribution Date is greater than
zero, an additional amount ("Class B Additional Interest") equal to the product
of (i) (A) a fraction, the numerator of which is the actual number of days in
the period from and including the preceding Distribution Date to but excluding
such Distribution Date and the denominator of which is 360, times (B) the Class
B Penalty Rate and (ii) such Class B Interest Shortfall (or the portion thereof
which has not been paid to the Class A Certificateholders) shall be payable as
provided herein with respect to the Class B Certificates on each Distribution
Date following such Distribution Date to and including the Distribution Date on
which such Class B Interest Shortfall is paid to the Class A Certificateholders.
Notwithstanding anything to the contrary herein, Class B Additional Interest
shall be payable or distributed to Class B Certificateholders only to the extent
permitted by applicable law.
(c) The amount of monthly interest ("Collateral Monthly
Interest") distributable from the Collection Account with respect to the
Collateral Interest on each Distribution Date shall be an amount equal to the
product of (i) (A) a fraction, the numerator of which is the actual number of
days in the related Interest Period and the denominator of which is 360, times
(B) the Collateral Rate and (ii) the Collateral Investor Amount as of the close
of business on the preceding Record Date; provided, however, with respect to the
August 1996 Distribution Date, Collateral Monthly Interest shall be equal to the
interest accrued on the Collateral Initial Investor Amount at the applicable
Collateral Rate for the periods from the Closing Date to but excluding July 15,
1996, and from July 15, 1996 to but excluding August 15, 1996.
On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "Collateral Interest
Shortfall"), of (x) the Collateral
24
<PAGE> 30
Monthly Interest for such Distribution Date over (y) the aggregate amount of
funds allocated and available to pay such Collateral Monthly Interest on such
Distribution Date pursuant to subsection 4.7(f) or pursuant to the Loan
Agreement. If the Collateral Interest Shortfall with respect to any
Distribution Date is greater than zero, an additional amount ("Collateral
Additional Interest") equal to the product of (i) (A) a fraction, the numerator
of which is the actual number of days in the period from and including the
preceding Distribution Date to but excluding such Distribution Date and the
denominator of which is 360, times (B) the Collateral Rate and (ii) such
Collateral Interest Shortfall (or the portion thereof which has not been paid to
the Collateral Interest Holder) shall be payable as provided herein with respect
to the Collateral Interest on each Distribution Date following such Distribution
Date to and including the Distribution Date on which such Collateral Interest
Shortfall is paid to the Collateral Interest Holder. Notwithstanding anything to
the contrary herein, Collateral Additional Interest shall be payable or
distributed to the Collateral Interest Holder only to the extent permitted by
applicable law.
Section 4.3. Determination of Monthly Principal.
(a) The amount of monthly principal ("Class A Monthly
Principal") distributable from the Collection Account with respect to the Class
A Certificates on each Distribution Date, beginning with the first Distribution
Date with respect to the Accumulation Period or the Rapid Amortization Period,
shall be equal to the least of (x) the Available Investor Principal Collections
on deposit in the Collection Account with respect to such Distribution Date, (y)
for each Distribution Date with respect to the Class A Accumulation Period (and
on or prior to the Class A Expected Final Distribution Date), the Controlled
Deposit Amount for such Distribution Date and (z) the Class A Invested Amount on
such Distribution Date.
(b) The amount of monthly principal ("Class B Monthly
Principal") distributable from the Collection Account with respect to the Class
B Certificates on each Distribution Date, beginning with the Class B Principal
Commencement Date, shall be equal to the least of (x) the Available Investor
Principal Collections on deposit in the Collection Account with respect to such
Distribution Date (minus the portion of such Available Investor Principal
Collections applied to Class A Monthly Principal on such Distribution Date), (y)
for each Distribution Date with respect to the Class B Accumulation Period on or
prior to the Class B Expected Final Distribution Date, the Controlled Deposit
Amount for such Distribution Date and (z) the Class B Invested Amount on such
Distribution Date.
(c) The amount, if any, of monthly principal ("Collateral
Monthly Principal") distributable with respect to the Collateral Invested Amount
on each Distribution Date shall equal the following amounts:
(i) on any Distribution Date prior to the
Distribution Date on which the Class B Invested Amount is paid
in full, shall be an amount equal to the lesser of (A) (x)
Collateral Principal Collections with respect to such
Distribution Date plus (y) Available Investor Principal
Collections (not including any amounts specified in clause (d)
of the definition of "Available
25
<PAGE> 31
Investor Principal Collections") not applied to Class A
Monthly Principal or Class B Monthly Principal on such
Distribution Date and (B) the Enhancement Surplus on such
Distribution Date, if any (including, without limitation, any
Enhancement Surplus resulting from the transfer of funds to
the Cash Collateral Account pursuant to the Loan Agreement and
this Supplement);
(ii) for each Distribution Date beginning on the
Distribution Date on which the Class B Invested Amount is paid
in full, shall be an amount equal to the sum of the Available
Investor Principal Collections with respect to such
Distribution Date (minus the portion of such Available
Investor Principal Collections applied to Class A Monthly
Principal and Class B Monthly Principal on such Distribution
Date) and the Collateral Principal Collections with respect to
such Distribution Date; and
(iii) on any Distribution Date, in addition to the
amounts, if any, set forth in items (i) and (ii) above, at the
option of the Sellers (as evidenced by written instructions to
the Servicer and the Trustee with a copy to the Collateral
Interest Holder), and after receipt by the Servicer and the
Trustee of a written determination by each Rating Agency that
such action will not result in a reduction or withdrawal of
the then current ratings of the Class A Certificates or the
Class B Certificates, shall be an amount established by the
Sellers and consistent with any restrictions set forth in the
determination of the Rating Agency;
provided, however, with respect to any Distribution Date, Collateral Monthly
Principal shall not exceed the Collateral Invested Amount and, with respect to
any Distribution Date with respect to the Revolving Period and the Accumulation
Period, Collateral Monthly Principal shall be zero except to the extent
otherwise specified in, or pursuant to, clauses (i), (ii) and (iii) above.
Section 4.4. Required Amount.
(a) With respect to each Distribution Date, on the related
Determination Date, the Servicer shall determine the amount (the "Class A
Required Amount"), if any, by which (a) the sum of (i) Class A Monthly Interest
for such Distribution Date, (ii) any Class A Monthly Interest previously due
but not paid to the Class A Certificateholders on a prior Distribution Date,
(iii) any Class A Additional Interest for such Distribution Date and any Class
A Additional Interest previously due but not paid to the Class A
Certificateholders on a prior Distribution Date, (iv) the Class A Servicing Fee
for such Distribution Date, (v) any Class A Servicing Fee previously due but
not paid to the Servicer and (vi) the Class A Investor Default Amount, if any,
for such Distribution Date exceeds (b) the Class A Available Funds. In the
event that the Class A Required Amount for such Distribution Date is greater
than zero, the Servicer shall give written notice to the Trustee of such
positive Class A Required Amount on the date of computation and all or a
portion of the Excess Spread and the Excess Finance Charges allocable to Series
1996-D with respect to the related Monthly Period in an amount equal to the
Class A Required Amount for such Distribution
26
<PAGE> 32
Date shall be distributed from the Collection Account on such Distribution Date
pursuant to Section 4.7(a). In the event that the Class A Required Amount for
such Distribution Date exceeds the amount of Excess Spread and the amount of
Excess Finance Charges allocable to Series 1996-D with respect to the related
Monthly Period, all or a portion of the Available Cash Collateral Amount with
respect to such Distribution Date in an amount equal to such excess shall be
applied to fund the Class A Required Amount. In the event that the Class A
Required Amount for such Distribution Date exceeds the amount of Excess Spread,
the Excess Finance Charges allocated to Series 1996-D with respect to the
related Monthly Period and the Available Cash Collateral Amount with respect to
such Distribution Date, all or a portion of the Reallocated Principal
Collections with respect to such Monthly Period in an amount equal to such
excess shall be distributed from the Collection Account on such Distribution
Date pursuant to Section 4.8(a).
(b) With respect to each Distribution Date on the related
Determination Date, the Servicer shall determine the amount (the "Class B
Required Amount"), if any, by which (a) the sum of (i) Class B Monthly Interest
for such Distribution Date, (ii) any Class B Monthly Interest previously due
but not paid to the Class B Certificateholders on a prior Distribution Date,
(iii) any Class B Additional Interest for such Distribution Date and any Class
B Additional Interest previously due but not paid to the Class B
Certificateholders on a prior Distribution Date, (iv) the Class B Servicing Fee
for such Distribution Date, (v) any Class B Servicing Fee previously due but
not paid to the Servicer and (vi) the Class B Investor Default Amount, if any,
for such Distribution Date exceeds (b) the Class B Available Funds. In the
event that the Class B Required Amount for such Distribution Date is greater
than zero, the Servicer shall give written notice to the Trustee of such
positive Class B Required Amount on the date of computation and all or a
portion of Excess Spread and the Excess Finance Charges allocable to Series
1996-D (other than Excess Spread and Excess Finance Charges applied to fund the
Class A Required Amount with respect to such Distribution Date) with respect to
the related Monthly Period shall be applied to fund the Class B Required
Amount. In the event that the Class B Required Amount for such Distribution
Date exceeds the amount of Excess Spread and Excess Finance Charges allocable
to Series 1996-D with respect to such Monthly Period and not used to fund the
Class A Required Amount, all or a portion of the Available Cash Collateral
Amount (other than that portion of the Available Cash Collateral Amount applied
to fund the Class A Required Amount with respect to such Distribution Date) in
an amount equal to such excess shall be applied to fund the Class B Required
Amount. In the event that the Class B Required Amount for such Distribution
Date exceeds the portion of Excess Spread and Excess Finance Charges allocated
to Series 1996-D with respect to the related Monthly Period and not used to
fund the Class A Required Amount and the portion of the Available Cash
Collateral Amount with respect to such Distribution Date withdrawn from the
Cash Collateral Account to fund the Class B Required Amount, all or a portion
of the Reallocated Principal Collections available therefor with respect to
such Monthly Period in an amount equal to such excess shall be distributed from
the Collection Account on such Distribution Date pursuant to Section 4.8(b).
27
<PAGE> 33
Section 4.5. Application of Class A Available Funds, Class B
Available Funds, Collateral Available Funds, Available Investor Principal
Collections and Collateral Principal Collections. The Servicer shall apply or
shall cause the Trustee to apply, on each Distribution Date, Class A Available
Funds, Class B Available Funds, Collateral Available Funds, Available Investor
Principal Collections and Collateral Principal Collections for the Monthly
Period with respect to such Distribution Date to make the following
distributions:
(a) On each Distribution Date, an amount equal to the
Class A Available Funds with respect to such Distribution Date will be
distributed in the following priority:
(i) an amount equal to Class A Monthly Interest
for such Distribution Date, plus the amount of any Class A
Monthly Interest previously due but not distributed to the
Class A Certificateholders on a prior Distribution Date, plus
the amount of any Class A Additional Interest for such
Distribution Date and any Class A Additional Interest
previously due but not distributed to the Class A
Certificateholders on a prior Distribution Date, shall be
distributed to the Paying Agent for payment to the Class A
Certificateholders;
(ii) an amount equal to the Class A Servicing Fee
for such Distribution Date, plus the amount of any Class A
Servicing Fee previously due but not distributed to the
Servicer on a prior Distribution Date, shall be distributed to
the Servicer;
(iii) an amount equal to the Class A Investor
Default Amount for such Distribution Date shall be treated as
a portion of Available Investor Principal Collections for such
Distribution Date; and
(iv) the balance, if any, shall constitute Excess
Spread and shall be allocated and distributed as set forth in
Section 4.7.
(b) On each Distribution Date, an amount equal to the
Class B Available Funds with respect to such Distribution Date will be
distributed in the following priority:
(i) an amount equal to Class B Monthly Interest
for such Distribution Date, plus the amount of any Class B
Monthly Interest previously due but not distributed to the B
Certificateholders on a prior Distribution Date, plus the
amount of any Class B Additional Interest for such
Distribution Date and any Class B Additional Interest
previously due but not distributed to the Class B
Certificateholders on a prior Distribution Date, shall be
distributed to the Paying Agent for payment to the Class B
Certificateholders;
(ii) an amount equal to the Class B Servicing Fee
for such Distribution Date, plus the amount of any Class B
Servicing Fee previously due but not distributed to the
Servicer on a prior Distribution Date, shall be distributed to
the Servicer; and
28
<PAGE> 34
(iii) the balance, if any, shall constitute Excess
Spread and shall be allocated and distributed as set forth in
Section 4.7.
(c) On each Distribution Date, an amount equal to the
Collateral Available Funds with respect to such Distribution Date will be
distributed in the following priority:
(i) if AUS or the Trustee is no longer the
Servicer, an amount equal to the Collateral Servicing Fee for
such Distribution Date, plus the amount of any Collateral
Servicing Fee previously due but not distributed to the
Servicer on a prior Distribution Date, shall be distributed to
the Servicer; and
(ii) the balance, if any, shall constitute Excess
Spread and shall be allocated and distributed as set forth in
Section 4.7.
(d) On each Distribution Date with respect to the
Revolving Period, an amount equal to the Available Investor Principal
Collections for the related Monthly Period, to the extent not allocated in
accordance with subsection 4.3(c)(i) or (iii), shall be treated as Shared
Principal Collections and applied in accordance with Section 4.04 of the
Agreement to other Series in Group One.
(e) On each Distribution Date with respect to the
Revolving Period, an amount equal to the Collateral Principal Collections for
the related Monthly Period will be distributed in the following order of
priority:
(i) an amount equal to Collateral Monthly
Principal for such Distribution Date, up to the Collateral
Invested Amount on such Distribution Date, shall be applied in
accordance with the Loan Agreement; and
(ii) the balance, if any, shall be treated as a
portion of Available Investor Principal Collections for such
Distribution Date.
(f) On each Distribution Date with respect to the
Accumulation Period or the Rapid Amortization Period, an amount equal to the
Available Investor Principal Collections deposited in the Collection Account
for the related Monthly Period will be distributed in the following priority:
(i) an amount equal to Class A Monthly Principal
for such Distribution Date, up to the Class A Invested Amount,
on such Distribution Date, shall be deposited in the Principal
Funding Account for payment to the Class A Certificateholders
by the Paying Agent on the earlier to occur of the Class A
Expected Final Distribution Date or the first Special Payment
Date;
(ii) for each Distribution Date beginning on the
Class B Principal Commencement Date, an amount equal to Class
B Monthly Principal for such Distribution Date, up to the
Class B Invested Amount on such Distribution
29
<PAGE> 35
Date, shall be distributed to the Paying Agent for payment to
the Class B Certificateholders;
(iii) the balance, if any, of such Available
Investor Principal Collections then on deposit in the
Collection Account shall be allocated in accordance with
subsection 4.3(c) and applied in accordance with the Loan
Agreement; and
(iv) for each Distribution Date, after giving
effect to paragraphs (i), (ii) and (iii) above, an amount
equal to the balance, if any, of such Available Investor
Principal Collections then on deposit in the Collection
Account shall be treated as Shared Principal Collections and
applied in accordance with Section 4.04 of the Agreement to
other Series in Group One.
(g) On each Distribution Date with respect to the
Accumulation Period or the Rapid Amortization Period, an amount equal to
Collateral Principal Collections deposited in the Collection Account for the
related Monthly Period will be distributed in the following order of priority:
(i) an amount equal to Collateral Monthly
Principal for such Distribution Date, up to the Collateral
Invested Amount, shall be applied in accordance with the Loan
Agreement; and
(ii) the balance, if any, of such Collateral
Principal Collections then on deposit in the Collection
Account shall be treated as a portion of Available Investor
Principal Collections for such Distribution Date.
Section 4.6. Default Amounts; Investor Charge-Offs.
(a) On each Determination Date commencing with the
Determination Date relating to the August 1996 Distribution Date, the Servicer
shall calculate the Class A Investor Default Amount, if any, for the related
Distribution Date. If, on any Distribution Date, the Class A Required Amount
for the related Monthly Period exceeds the sum of (x) the amount of Reallocated
Principal Collections with respect to such Monthly Period, (y) the amount of
Excess Spread and the Excess Finance Charges allocable to Series 1996-D with
respect to such Distribution Date and (z) the Available Cash Collateral Amount
with respect to such Distribution Date, the Collateral Invested Amount shall be
reduced by the amount of such excess, but not by more than the excess of the
Class A Investor Default Amount for such Distribution Date over the amount of
Reallocated Principal Collections, Excess Spread and Excess Finance Charges and
the amount withdrawn from the Cash Collateral Account used to fund the Class A
Investor Default Amount for such Distribution Date. In the event that such
reduction would cause the Collateral Invested Amount to be a negative number,
the Collateral Invested Amount shall be reduced to zero and the Class B Invested
Amount shall be reduced by the amount by which the Collateral Invested Amount
would have been reduced below zero, but not by more than the excess, if any, of
the Class A Investor Default Amount for such Distribution Date over the amount
of such reduction, if any, of the Collateral
30
<PAGE> 36
Invested Amount with respect to such Distribution Date and the amount of
Reallocated Principal Collections, Excess Spread and Excess Finance Charges and
the amount withdrawn from the Cash Collateral Account used to fund the Class A
Investor Default Amount for such Distribution Date. In the event that such
reduction would cause the Class B Invested Amount to be a negative number, the
Class B Invested Amount shall be reduced to zero, and the Class A Invested
Amount shall be reduced by the amount by which the Class B Invested Amount
would have been reduced below zero, but not by more than the excess, if any, of
the Class A Investor Default Amount for such Distribution Date over the
aggregate amount of the reductions, if any, of the Collateral Invested Amount
and the Class B Invested Amount for such Distribution Date and the amount of
Reallocated Principal Collections, Excess Spread and Excess Finance Charges and
the amount withdrawn from the Cash Collateral Account used to fund the Class A
Investor Default Amount for such Distribution Date (a "Class A Investor
Charge-Off"). Class A Investor Charge-Offs shall thereafter be reimbursed and
the Class A Invested Amount increased (but not by an amount in excess of the
aggregate unreimbursed Class A Investor Charge-Offs) on any Distribution Date
by the amount of Excess Spread and Excess Finance Charges allocated and
available for that purpose pursuant to Section 4.7(b).
(b) On each Determination Date, the Servicer shall
calculate the Class B Required Amount, if any, for the related Distribution
Date. If, on any Distribution Date, the Class B Required Amount for such
Distribution Date exceeds the sum of (x) the amount of Excess Spread and Excess
Finance Charges allocated to Series 1996-D with respect to the related Monthly
Period which are not used to fund the Class A Required Amount and Class A
Investor Charge-Offs on the related Distribution Date, (y) the portion, if any,
of the Available Cash Collateral Amount to be withdrawn from the Cash
Collateral Account pursuant to Section 4.12(c) which is remaining after
applying such amounts to fund any deficiency of amounts payable pursuant to
Section 4.7(a) with respect to such Distribution Date and (z) the amount of
Reallocated Principal Collections which are available to fund the Class B
Required Amount on such Distribution Date pursuant to Section 4.8(b), then the
Collateral Invested Amount shall be reduced by the amount of such excess, but
not by more than the excess of the Class B Investor Default Amount for such
Distribution Date over the amount of Reallocated Principal Collections, Excess
Spread and Excess Finance Charges and the amount withdrawn from the Cash
Collateral Account used to fund the Class B Investor Default Amount for such
Distribution Date. In the event that such reduction would cause the Collateral
Invested Amount to be a negative number, the Collateral Invested Amount shall
be reduced to zero, and the Class B Invested Amount shall be reduced by the
amount by which the Collateral Invested Amount would have been reduced below
zero, but not by more than the excess, if any, of the Class B Investor Default
Amount for such Distribution Date over the amount of such reduction, if any, of
the Collateral Invested Amount with respect to such Distribution Date and the
amount of Reallocated Principal Collections, Excess Spread and Excess Finance
Charges and the amount withdrawn from the Cash Collateral Account used to fund
the Class B Investor Default Amount for such Distribution Date (a "Class B
Investor Charge-Off"). Class B Investor Charge-Offs shall thereafter be
reimbursed and the Class B Invested Amount increased (but not by an amount in
excess of the aggregate unreimbursed Class B Investor Charge-Offs) on any
Distribution Date by the amount of Excess Spread and
31
<PAGE> 37
Excess Finance Charges allocated and available for that purpose pursuant to
subsection 4.7(e).
(c) If, on any Distribution Date, Reallocated Principal
Collections for such Distribution Date are applied pursuant to Section 4.8(a)
or (b), the Collateral Invested Amount shall be reduced by the amount of such
Reallocated Principal Collections. In the event that such reduction would
cause the Collateral Invested Amount to be a negative number, the Collateral
Invested Amount shall be reduced to zero, and the Class B Invested Amount shall
be reduced by the amount by which the Collateral Invested Amount would have
been reduced below zero.
(d) If, on any Distribution Date, the Collateral Default
Amount exceeds the amount of Excess Spread and Excess Finance Charges available
to fund the Collateral Default Amount pursuant to Section 4.7(h) on such
Distribution Date, then the Collateral Invested Amount shall be reduced by the
amount of such excess.
Section 4.7. Excess Spread; Excess Finance Charges. The
Servicer shall apply or shall cause the Trustee to apply, on each Distribution
Date, Excess Spread and Excess Finance Charges allocated to Series 1996-D with
respect to the related Monthly Period, to make the following distributions in
the following priority:
(a) an amount equal to the Class A Required Amount, if
any, with respect to such Distribution Date shall be distributed by the Trustee
to fund any deficiency pursuant to Sections 4.5(a)(i), (ii) and (iii), in that
order of priority;
(b) an amount equal to the aggregate amount of Class A
Investor Charge-Offs which have not been previously reimbursed as provided in
Section 4.6(a) (after giving effect to the allocation on such Distribution Date
of any amount for that purpose pursuant to Section 4.6(a)) shall be treated as
a portion of Available Investor Principal Collections for such Distribution
Date;
(c) an amount up to the Class B Required Amount, if any,
with respect to such Distribution Date shall be distributed by the Trustee to
fund any deficiency pursuant to Sections 4.5(b)(i) and (ii), in that order of
priority;
(d) an amount equal to the Class B Investor Default
Amount for such Distribution Date shall be treated as a portion of Available
Investor Principal Collections for such Distribution Date;
(e) an amount equal to the aggregate amount by which the
Class B Invested Amount has been reduced pursuant to clauses (d), (e) and (f)
of the definition of "Class B Invested Amount" in Section 2.1 of this
Supplement (but not in excess of the aggregate amount of such reductions which
have not been previously reimbursed) shall be treated as a portion of Available
Investor Principal Collections for such Distribution Date;
32
<PAGE> 38
(f) an amount equal to the Collateral Monthly Interest
for such Distribution Date, plus the amount of any Collateral Monthly Interest
previously due but not distributed to the Collateral Interest Holder on a prior
Distribution Date pursuant to this subsection or pursuant to the Loan Agreement
plus the amount of any Collateral Additional Interest for such Distribution
Date and any Collateral Additional Interest previously due but not distributed
to the Collateral Interest Holder on a prior Distribution Date shall be paid to
the Collateral Interest Holder for application in accordance with the Loan
Agreement;
(g) an amount equal to the Collateral Servicing Fee for
such Distribution Date (or if AUS or the Trustee is no longer the Servicer, the
portion of the Collateral Servicing Fee for such Distribution Date not paid
pursuant to Section 4.5(c)(i)), plus the amount of any Collateral Servicing Fee
previously due but not distributed to the Servicer on a prior Distribution
Date, shall be distributed to the Servicer;
(h) an amount equal to the Collateral Default Amount for
such Distribution Date shall be treated as a portion of Collateral Principal
Collections with respect to such Distribution Date;
(i) an amount equal to the aggregate amount by which the
Collateral Invested Amount has been reduced pursuant to clause (c) of the
definition of "Collateral Invested Amount" (but not in excess of the aggregate
amount of such reductions which have not been previously reimbursed) shall be
treated as a portion of Collateral Principal Collections with respect to such
Distribution Date;
(j) an amount up to the excess, if any, of the Required
Cash Collateral Amount over the remaining Available Cash Collateral Amount
(without giving effect to any deposit made on such date hereunder) shall be
deposited into the Cash Collateral Account;
(k) (1) an amount equal to the aggregate of any other
amounts then owed pursuant to the Loan Agreement (including, without
limitation, the principal amount of and interest on any loan made under the
Loan Agreement to fund the Cash Collateral Account, but excluding amounts
required to be deposited in the Spread Account under and as defined in the Loan
Agreement) shall be applied in accordance with the Loan Agreement and (2)
amounts required to be deposited in the Spread Account under and as defined in
the Loan Agreement (A) shall be so deposited therein or (B) if and to the
extent that the Agent under and as defined in the Loan Agreement or the Sellers
shall have elected in accordance with the Loan Agreement to reduce the CIA
Lender Target Invested Amount thereunder and as defined therein, shall be
deposited in the Cash Collateral Account, provided that such deposit into the
Cash Collateral Account results in the application pursuant to the Loan
Agreement of Collateral Monthly Principal in an amount equal to the amount of
such deposit;
(l) an amount up to the excess, if any, of the Required
Reserve Account Amount over the amount on deposit therein, shall be deposited
into the Reserve Account; and
33
<PAGE> 39
(m) the balance, if any, shall constitute "Excess Finance
Charges" available for allocation to other Series in Group One or to the
Holders of the Seller Certificates for such Distribution Date as described in
Section 4.05 of the Agreement.
Section 4.8. Reallocated Principal Collections. The Servicer
shall apply or shall cause the Trustee to apply on each Distribution Date,
Reallocated Principal Collections (applying all such Collections with respect
to the Collateral Invested Amount prior to applying any such Collections with
respect to the Class B Invested Amount and applying no such Collections with
respect to the Class B Invested Amount pursuant to clause (b) below) with
respect to such Distribution Date, to make the following distributions in the
following priority:
(a) an amount equal to the excess, if any, of (i) the
Class A Required Amount, if any, with respect to such Distribution Date over
(ii) the sum of (x) the amount of Excess Spread and Excess Finance Charges
allocated to Series 1996-D with respect to the related Monthly Period and (y)
the Available Cash Collateral Amount with the respect to such Distribution Date
shall be distributed by the Trustee to fund any deficiency pursuant to Sections
4.5(a)(i), (ii) and (iii), in the order of priority specified in Section
4.7(a);
(b) an amount equal to the excess, if any, of (i) the
Class B Required Amount, if any, with respect to such Distribution Date over
(ii) the sum of (x) the amount of Excess Spread and Excess Finance Charges
allocated and available to the Class B Certificates pursuant to Sections 4.7(c)
and (d) on such Distribution Date and (y) the amount withdrawn from the Cash
Collateral Account pursuant to Section 4.12(c) which is remaining after
application pursuant to Sections 4.7(c) and (d) with respect to such
Distribution Date shall be distributed by the Trustee to fund any deficiency
pursuant to Sections 4.5(b)(i) and (ii) and Section 4.7(d), in that order of
priority; and
(c) the balance, if any, of such Reallocated Principal
Collections allocable to the Class B Invested Amount shall be treated as a
portion of Available Investor Principal Collections to be applied in accordance
with Sections 4.5(d) and (f), and the balance, if any, of such Reallocated
Principal Collections allocable to the Collateral Invested Amount shall be
treated as a portion of Collateral Principal Collections to be applied in
accordance with Sections 4.5(e) and (g).
Section 4.9. Excess Finance Charges. Subject to Section 4.05
of the Agreement, Excess Finance Charges with respect to the Series in Group
One for any Distribution Date will be allocated to Series 1996-D in an amount
equal to the product of (x) the aggregate amount of Excess Finance Charges with
respect to all the Series in Group One for such Distribution Date and (y) a
fraction, the numerator of which is the Finance Charge Shortfall for Series
1996-D for such Distribution Date and the denominator of which is the aggregate
amount of Finance Charge Shortfalls (as defined in the related Supplements) for
all the Series in Group One for such Distribution Date. The "Finance Charge
Shortfall" for Series 1996-D for any Distribution Date shall be equal to the
excess, if any, of (a) the full amount required to be paid, without
duplication, pursuant to Sections 4.5(a), 4.5(b), 4.5(c) and 4.7 (except for
Section 4.7(k)(2)) on such Distribution Date over (b) the Floating
34
<PAGE> 40
Allocation Percentage of Collections of Finance Charge Receivables with respect
to the related Monthly Period.
Section 4.10. Shared Principal Collections. Subject to
Section 4.04 of the Agreement, Shared Principal Collections for any
Distribution Date will be allocated to Series 1996-D in an amount equal to the
product of (x) the aggregate amount of Shared Principal Collections with
respect to all Series in Group One for such Distribution Date and (y) a
fraction, the numerator of which is the Principal Shortfall for Series 1996-D
for such Distribution Date and the denominator of which is the aggregate amount
of Principal Shortfalls for all the Series which are Principal Sharing Series
in Group One for such Distribution Date. The "Principal Shortfall" for Series
1996-D shall be equal to (a) for any Distribution Date with respect to the
Revolving Period and the Rapid Amortization Period, zero, (b) for any
Distribution Date with respect to the Accumulation Period (on or prior to the
Class B Expected Final Distribution Date), the excess, if any, of the
Controlled Deposit Amount with respect to such Distribution Date over the
amount of Available Investor Principal Collections for such Distribution Date
(excluding any portion thereof attributable to Shared Principal Collections)
and (c) for each Distribution Date with respect to the Accumulation Period
after the Class B Expected Final Distribution Date, the excess, if any, of the
Invested Amount over the amount of Available Investor Principal Collections and
Collateral Principal Collections for such Distribution Date (excluding any
portion thereof attributable to Shared Principal Collections).
Section 4.11. Determination of LIBOR.
(a) On each LIBOR Determination Date, the Trustee shall
determine LIBOR based on the rate for deposits in United States dollars for a
one-month period which appears on Telerate Page 3750 as of 11:00 A.M. (London
Time) on such date.
(b) If such rate does not appear on Telerate Page 3750,
the Trustee will determine LIBOR on the basis of quotations of the offered
rates for deposits in United States dollars provided by the Reference Banks at
approximately 11:00 A.M. (London time) on such LIBOR Determination Date to
prime banks in the London interbank market for a one-month period. If at least
two such quotations are provided, LIBOR will be the arithmetic mean of such
quotations.
(c) If, on the LIBOR Determination Date, such rate does
not appear on Telerate Page 3750 and only one or none of the Reference Banks
provides such offered quotations, LIBOR will be the rate per annum that the
Trustee determines to be the arithmetic mean of the offered quotations that
three major banks in The City of New York selected by the Servicer are quoting
at approximately 11:00 A.M. (New York City time) on that day for loans in
United States dollars to leading European banks for a one-month period.
(d) The Class A Certificate Rate or Class B Certificate
Rate applicable to the then current and the immediately preceding Interest
Periods may be obtained by any Series 1996-D Certificateholder by telephoning
the Trustee at its Corporate Trust Office at (800) 735-7777.
35
<PAGE> 41
Section 4.12. Cash Collateral Account.
(a) The Servicer shall establish and maintain, in the name of
the Trustee, on behalf of the Trust, for the benefit of the Series 1996-D
Certificateholders and the Collateral Interest Holder, as their interests
appear herein, an Eligible Deposit Account (the "Cash Collateral Account")
bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Series 1996-D Certificateholders and the Collateral
Interest Holder. The Cash Collateral Account shall initially be established
with the Trustee. The Trustee shall possess all right, title and interest in
all funds on deposit from time to time in the Cash Collateral Account and in
all proceeds thereof. The Cash Collateral Account shall be under the sole
dominion and control of the Trustee for the benefit of the Series 1996-D
Certificateholders and the Collateral Interest Holder. The interest of the
Collateral Interest Holder in the Cash Collateral Account shall be subordinated
to the interests of the Series 1996-D Certificateholders as provided herein and
in the Loan Agreement. If at any time the Cash Collateral Account ceases to be
an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall
within 10 Business Days (or such longer period, not to exceed 30 calendar days,
as to which each Rating Agency may consent) establish a new Cash Collateral
Account meeting the conditions specified above as an Eligible Deposit Account,
and shall transfer any cash and/or any investments to such new Cash Collateral
Account. The Trustee, at the direction of the Servicer, shall make deposits to
and withdrawals from the Cash Collateral Account in the amounts and at the
times set forth in this Supplement and the Loan Agreement. All withdrawals from
the Cash Collateral Account shall be made in the priority set forth below. The
Collateral Interest Holder shall not be entitled to reimbursement from the
Trust Assets for any withdrawals from the Cash Collateral Account except as
specifically provided in this Supplement and the Loan Agreement.
(b) On the Closing Date, the Trustee shall deposit
$14,000,000 received by it in immediately available funds pursuant to the Loan
Agreement into the Cash Collateral Account. Funds on deposit in the Cash
Collateral Account shall be invested at the direction of the Servicer by the
Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash
Collateral Account on any Transfer Date, after giving effect to any withdrawals
from the Cash Collateral Account on such Transfer Date, shall be invested in
such investments that will mature so that such funds will be available for
withdrawal on or prior to the following Transfer Date. No Eligible Investment
shall be disposed of prior to its maturity; provided, however, that the Trustee
may sell, liquidate or dispose of an Eligible Investment before its maturity,
if so directed by the Servicer, the Servicer having reasonably determined that
the interest of the 1996-D Certificateholders may be adversely affected if such
Eligible Investment is held to its maturity. The proceeds of any such
investments shall be invested in such investments that will mature so that such
funds will be available for withdrawal on or prior to the Transfer Date
immediately following the date of such investment. The Trustee shall maintain
for the benefit of the Series 1996-D Certificateholders and the Collateral
Interest Holder possession of the negotiable instruments or securities, if any,
evidencing the Cash Collateral Account Investments. On each Transfer Date, all
interest and earnings (net of losses and investment expenses) accrued since the
preceding Transfer Date on funds on deposit in the Cash Collateral Account
shall be applied in accordance with the Loan Agreement. For purposes of
determining the availability of
36
<PAGE> 42
funds or the balances in the Cash Collateral Account for any reason under this
Supplement, all investment earnings on such funds shall be deemed not to be
available or on deposit.
(c) On each Determination Date, the Servicer shall
calculate the amount (the "Required Draw Amount") by which the amounts
specified in clauses (a) through (e) and (g) of Section 4.7 with respect to the
related Distribution Date exceed the amount of Excess Spread and Excess Finance
Charges allocated with respect to the related Monthly Period. In the event
that for any Distribution Date the Required Draw Amount is greater than zero,
the Servicer shall give written notice to the Trustee and the Collateral
Interest Holder of such positive Required Draw Amount on the related
Determination Date. On the related Transfer Date, the Required Draw Amount, if
any, up to the Available Cash Collateral Amount, shall be withdrawn from the
Cash Collateral Account and distributed to fund any deficiency pursuant to
Section 4.7(a) through (e) and (g) (in the order of priority set forth in
Section 4.7).
(d) In the event that the Cash Enhancement Surplus on any
Distribution Date, after giving effect to all deposits to and withdrawals from
the Cash Collateral Account with respect to such Distribution Date, and after
giving effect to any payment of Collateral Monthly Principal (or other
reduction of the Collateral Invested Amount) with respect to such Distribution
Date, is greater than zero, the Trustee, acting in accordance with the
instructions of the Servicer, shall withdraw from the Cash Collateral Account,
and apply in accordance with the Loan Agreement, an amount equal to such Cash
Enhancement Surplus.
Section 4.13. Principal Funding Account.
(a)(i) The Servicer, for the benefit of the Series 1996-D
Certificateholders, shall establish and maintain in the name of the
Trustee, on behalf of the Trust, an Eligible Deposit Account (the
"Principal Funding Account"), bearing a designation clearly indicating
that the funds deposited therein are held for the benefit of the
Series 1996-D Certificateholders. The Principal Funding Account shall
initially be established with Bankers Trust Company.
(ii) At the direction of the Servicer, funds on deposit in
the Principal Funding Account shall be invested by the Trustee in
Eligible Investments selected by the Servicer. All such Eligible
Investments shall be held by the Trustee for the benefit of the Series
1996-D Certificateholders; provided that on each Distribution Date all
interest and other investment income (net of losses and investment
expenses ) ("Principal Funding Investment Proceeds") on funds on
deposit therein shall be applied as set forth in paragraph (iii)
below. Funds on deposit in the Principal Funding Account shall be
invested in Eligible Investments that will mature so that such funds
will be available at the close of business on the Transfer Date
preceding the following Distribution Date. No Eligible Investment
shall be disposed of prior to its maturity; provided, however, that
the Trustee may sell, liquidate or dispose of an Eligible Investment
before its maturity, if so directed in writing by the Servicer, the
Servicer having reasonably determined that the interest of the 1996-D
Certificateholders may be adversely affected if such Eligible
Investment is held to its
37
<PAGE> 43
maturity. Unless the Servicer directs otherwise, funds deposited in
the Principal Funding Account on a Transfer Date (which immediately
precedes a Distribution Date) upon the maturity of any Eligible
Investments are not required to be invested overnight.
(iii) On each Distribution Date, the Servicer shall direct
the Trustee to withdraw from the Principal Funding Account and deposit
into the Collection Account all Principal Funding Investment Proceeds
then on deposit in the Principal Funding Account, and such Principal
Funding Investment Proceeds shall be treated as a portion of Class A
Available Funds for such Distribution Date.
(iv) Reinvested interest and other investment income on
funds deposited in the Principal Funding Account shall not be
considered to be principal amounts on deposit therein for purposes of
this Supplement.
(b)(i) The Trustee shall possess all right, title and
interest in all funds on deposit from time to time in the Principal
Funding Account and in all proceeds thereof. The Principal Funding
Account shall be under the sole dominion and control of the Trustee
for the benefit of the Series 1996-D Certificateholders. If, at any
time, the Principal Funding Account ceases to be an Eligible Deposit
Account, the Trustee shall within 10 Business Days (or such longer
period, not to exceed 30 calendar days, as to which each Rating Agency
may consent) establish a new Principal Funding Account meeting the
conditions specified in paragraph (a) (i) above as an Eligible Deposit
Account and shall transfer any cash and/or any investments to such new
Principal Funding Account.
(ii) Pursuant to the authority granted to the Servicer in
Section 3.01(b) of the Agreement, the Servicer shall have the power,
revocable by the Trustee, to make withdrawals and payments or to
instruct the Trustee to make withdrawals and payments from the
Principal Funding Account for the purposes of carrying out the
Servicer's or Trustee's duties hereunder. Pursuant to the authority
granted to the Paying Agent in Section 5.01 of this Supplement and
Section 6.07 of the Agreement, the Paying Agent shall have the power,
revocable by the Trustee, to withdraw funds from the Principal Funding
Account for the purpose of making distributions to the Series 1996-D
Certificateholders.
Section 4.14. Class A Accumulation Period. The Class A
Accumulation Period is scheduled to commence on the Accumulation Date;
provided, however, that if the Class A Accumulation Period Length on any
Determination Date (determined as described below) is less than nine months,
upon notice to the Trustee, the Sellers, each Rating Agency and the Collateral
Interest Holder, the Servicer, at its option, may elect to modify the date on
which the Class A Accumulation Period actually commences to the first day of
the month that is a number of months prior to the month in which the Class A
Expected Final Distribution Date occurs at least equal to the Class A
Accumulation Period Length (so that, as a result, the number of Monthly Periods
in the Class A Accumulation Period will at least equal the Class A Accumulation
Period Length); provided, however, that (i) the length of the
38
<PAGE> 44
Class A Accumulation Period will not be less than one month; and (ii)
notwithstanding any other provision of this Supplement to the contrary, no
election to postpone the commencement of the Class A Accumulation Period shall
be made after a Pay Out Event (as defined in the related Supplement) shall have
occurred and is continuing with respect to any other Series. On each
Determination Date, the Servicer will determine the "Class A Accumulation Period
Length," which will mean a number of months such that the amount available for
distribution of principal on the Class A Certificates on the Class A Expected
Final Distribution Date will equal or exceed the Class A Investor Amount,
assuming for this purpose that (1) the payment rate with respect to Collections
of Principal Receivables remains constant at the lowest level of such payment
rate during the twelve preceding Monthly Periods (or such lower payment rate as
the Servicer may select), (2) the total amount of Principal Receivables in the
Trust (and the principal amount on deposit in the Excess Funding Account, if
any) remains constant at the level on such date of determination, (3) no Pay Out
Event with respect to any Series will subsequently occur and (4) no additional
Series (other than any Series being issued on such date of determination) will
be subsequently issued. Any notice by the Servicer electing to modify the
commencement of the Class A Accumulation Period pursuant to this Section 4.14
shall specify (i) the Class A Accumulation Period Length, (ii) the commencement
date of the Class A Accumulation Period and (iii) the Controlled Accumulation
Amount with respect to each Monthly Period during the Class A Accumulation
Period.
Section 4.15. Reserve Account.
(a) The Servicer shall establish and maintain, in the name
of the Trustee, on behalf of the Trust, for the benefit of the Series 1996-D
Certificateholders and the Collateral Interest Holder, an Eligible Deposit
Account (the "Reserve Account") bearing a designation clearly indicating that
the funds deposited therein are held for the benefit of the Series 1996-D
Certificateholders and the Collateral Interest Holder. The Reserve Account
shall initially be established with Bankers Trust Company. The Trustee shall
possess all right, title and interest in all funds on deposit from time to time
in the Reserve Account and in all proceeds thereof. The Reserve Account shall
be under the sole dominion and control of the Trustee for the benefit of the
Series 1996-D Certificateholders and the Collateral Interest Holder. If at any
time the Reserve Account ceases to be an Eligible Deposit Account, the Trustee
(or the Servicer on its behalf) shall within 10 Business Days (or such longer
period, not to exceed 30 calendar days, as to which each Rating Agency may
consent) establish a new Reserve Account meeting the conditions specified above
as an Eligible Deposit Account, and shall transfer any cash and/or any
investments to such new Reserve Account. The Trustee, at the direction of the
Servicer, shall (i) make withdrawals from the Reserve Account from time to time
for the purposes set forth in this Supplement, and (ii) on each Distribution
Date (from and after the Reserve Account Funding Date) prior to the termination
of the Reserve Account make a deposit into the Reserve Account in the amount
specified in, and otherwise in accordance with, subsection 4.7(l).
(b) Funds on deposit in the Reserve Account shall be
invested at the written direction of the Servicer by the Trustee in Eligible
Investments. Funds on deposit in the Reserve Account on any Transfer Date,
after giving effect to any withdrawals from the
39
<PAGE> 45
Reserve Account on such Transfer Date, shall be invested in such investments
that will mature so that such funds will be available for withdrawal on or
prior to the immediately succeeding Transfer Date. The Trustee shall maintain
for the benefit of the Series 1996-D Certificateholders and the Collateral
Interest Holder possession of the negotiable instruments or securities, if any,
evidencing such Eligible Investments. No Eligible Investment shall be disposed
of prior to its maturity; provided, however, that the Trustee may sell,
liquidate or dispose of an Eligible Investment before its maturity, if so
directed by the Servicer in writing, the Servicer having reasonably determined
that the interest of the Series 1996-D Certificateholders may be adversely
affected if such Eligible Investment is held to its maturity. On each
Distribution Date, all interest and earnings (net of losses and investment
expenses) accrued since the preceding Distribution Date on funds on deposit in
the Reserve Account shall be retained in the Reserve Account (to the extent
that the amount on deposit in the Reserve Account is less than the Required
Reserve Account Amount) and the balance, if any, shall be deposited in the
Collection Account and treated as Collections of Finance Charge Receivables
allocable to Series 1996-D. For purposes of determining the availability of
funds or the balance in the Reserve Account for any reason under this
Supplement, except as otherwise provided in the preceding sentence, investment
earnings on such funds shall be deemed not to be available or on deposit.
(c) On the Determination Date preceding each Distribution
Date with respect to the Accumulation Period (prior to the Class B Expected
Final Distribution Date) and the first Special Payment Date, the Servicer shall
calculate the "Reserve Draw Amount" which shall be equal to the excess, if any,
of the Covered Amount with respect to such Distribution Date or Special Payment
Date over the Principal Funding Investment Proceeds with respect to such
Distribution Date or Special Payment Date; provided, that such amount will be
reduced to the extent that funds otherwise would be available for deposit in
the Reserve Account under subsection 4.7(l) with respect to such Distribution
Date.
(d) In the event that for any Distribution Date the
Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the
amount on deposit in the Reserve Account, shall be withdrawn from the Reserve
Account on the related Transfer Date by the Trustee (acting in accordance with
the instructions of the Servicer), deposited into the Collection Account and
included in Class A Available Funds for such Distribution Date.
(e) In the event that the Reserve Account Surplus on any
Distribution Date, after giving effect to all deposits to and withdrawals from
the Reserve Account with respect to such Distribution Date, is greater than
zero, the Trustee, acting in accordance with the instructions of the Servicer,
shall withdraw from the Reserve Account, and pay to the Collateral Interest
Holder for application in accordance with the Loan Agreement, an amount equal
to such Reserve Account Surplus.
(f) Upon the earliest to occur of (i) the termination of
the Trust pursuant to Article XII of the Agreement, (ii) the day on which the
Class A Investor Amount is paid in full to the Series 1996-D
Certificateholders, (iii) if the Accumulation Period has not commenced, the
occurrence of a Pay Out Event with respect to Series 1996-D and (iv) if the
Accumulation Period has commenced, the earlier of the first Special Payment
Date and the
40
<PAGE> 46
Class A Expected Final Distribution Date, the Trustee, acting in accordance
with the written instructions of the Servicer, after the prior payment of all
amounts owing to the Series 1996-D Certificateholders which are payable from
the Reserve Account as provided herein, shall withdraw from the Reserve Account
and pay to the Collateral Interest Holder for application in accordance with
the Loan Agreement, all amounts, if any, on deposit in the Reserve Account and
the Reserve Account shall be deemed to have terminated for purposes of this
Supplement.
Section 4.16. Pre-Funding Account.
(a) Establishment of the Pre-Funding Account. The
Servicer hereby directs the Trustee, for the benefit of the Series 1996-D
Certificateholders and the Collateral Interest Holder, to establish and
maintain or cause to be established and maintained in the name of the Trustee,
on behalf of the Series 1996-D Certificateholders and the Collateral Interest
Holder, an Eligible Deposit Account (the "Pre-Funding Account"), bearing a
designation clearly indicating that the funds deposited therein are held for
the benefit of the Series 1996-D Certificateholders and the Collateral Interest
Holder. The Sellers do hereby transfer, assign, set over and otherwise convey
to the Trustee for the benefit of the Series 1996-D Certificateholders and the
Collateral Interest Holder, without recourse, all of their right, title and
interest in, to and under the Pre-Funding Account, any Eligible Investments on
deposit therein and any proceeds of the foregoing. The Pre-Funding Account
shall be under the sole dominion and control of the Trustee for the benefit of
the Series 1996-D Certificateholders and the Collateral Interest Holder. If,
at any time, the Pre-Funding Account ceases to be an Eligible Deposit Account,
the Servicer shall direct the Trustee to establish within ten Business Days a
new Pre-Funding Account meeting the conditions specified above, transfer any
cash and/or any investments from the old Pre-Funding Account to such new
Pre-Funding Account and from the date such new Pre-Funding Account is
established, it shall be the "Pre-Funding Account." In addition, after five
days' notice to the Trustee, the Servicer may direct the Trustee to establish a
new Pre-Funding Account meeting the conditions specified above, transfer any
cash and/or investments from the old Pre-Funding Account to such new
Pre-Funding Account and from the date such new Pre-Funding Account is
established, it shall be the "Pre-Funding Account." The Trustee, at the
direction of the Servicer, shall make withdrawals and payments from the
Pre-Funding Account from time to time for the purposes set forth in this
Supplement.
(b) Administration of Pre-Funding Account. The Trustee
shall on the Closing Date deposit into the Pre-Funding Account the Initial
Pre-Funded Amount from the proceeds of the sale of the Series 1996-D
Certificates and the Collateral Interest. On the Business Day preceding each
Transfer Date, the Trustee, acting in accordance with written instructions from
the Servicer, shall withdraw from the Pre-Funding Account and deposit into the
Collection Account all interest and other investment income on the Pre-Funded
Amount with respect to the prior Monthly Period. Such investment income shall
be deemed to be Collections of Finance Charge Receivables allocated to the
Series 1996-D Certificates. Interest (including reinvested interest) and other
investment income on funds on deposit in the Pre-Funding Account shall not be
considered part of the Pre-Funded Amount for purposes of this Supplement.
41
<PAGE> 47
(c) Investment of Funds in Pre-Funding Account. Funds on
deposit in the Pre-Funding Account shall be invested in Eligible Investments by
the Trustee (or, at the direction of the Trustee, by the Servicer on behalf of
the Trustee) selected at the written direction of the Servicer. Funds on
deposit in the Pre-Funding Account on the Closing Date and thereafter shall be
invested in Eligible Investments that will mature so that such funds will be
available for withdrawal on the Business Day next succeeding the next increase
in the Invested Amount pursuant to Section 4.17 or, if earlier, on the next
succeeding Transfer Date.
(d) Principal Payments from Pre-Funding Account. In the
event that the Pre-Funded Amount exceeds zero at the end of the Funding Period,
on the first Distribution Date on or after the last day of the Funding Period
the Servicer shall apply or shall cause the Trustee to apply the Pre-Funded
Amount to the payment by the Paying Agent of principal on the Class A
Certificates, the Class B Certificates and the Collateral Interest on a pro rata
basis based on the Class A Invested Amount, the Class B Invested Amount and the
Collateral Invested Amount.
Section 4.17. Increases in Invested Amount. On the last day
of each Monthly Period during the Funding Period, commencing June 30, 1996, the
Invested Amount shall increase to the extent that the Seller Amount on such day
exceeds the product of (A) the sum of 1.0% and the Required Seller Percentage on
such date and (B) the sum of the aggregate amount of Principal Receivables in
the Trust and amounts on deposit in the Excess Funding Account on such day;
provided, however, that the Invested Amount shall in no event exceed
$700,000,000 or increase pursuant to this Section 4.17 by an amount in excess of
the Pre-Funded Amount immediately prior to giving effect to such increase. Such
increase in the Invested Amount shall be allocated to the Class A Certificates,
the Class B Certificates and the Collateral Interest Holder on a pro rata basis
based on the Class A Invested Amount, the Class B Invested Amount and the
Collateral Invested Amount immediately prior to such increase. Upon any increase
in the Invested Amount pursuant to this Section 4.17, the Servicer shall
instruct the Trustee in writing to withdraw from the Pre-Funding Account and pay
to Holders of the Seller Certificates no later than the next succeeding Business
Day an amount equal to the amount of such increase in the Invested Amount.
ARTICLE V
Distributions and Reports to Series 1996-D Certificateholders
Section 5.1. Distributions.
(a) On each Distribution Date, the Paying Agent shall
distribute to each Class A Certificateholder of record on the related Record
Date (other than as provided in Section 12.02 of the Agreement) such Class A
Certificateholder's pro rata share of the amounts that are allocated and
available on such Distribution Date to pay interest on the Class A Certificates
pursuant to this Supplement.
42
<PAGE> 48
(b) On each Distribution Date, commencing with the first
to occur of the Class A Expected Final Payment Date and the first Special
Payment Date, the Paying Agent shall distribute to each Class A
Certificateholder of record on the related Record Date (other than as provided
in Section 12.02 of the Agreement) such Class A Certificateholder's pro rata
share of the amounts that are allocated and available on such date to pay
principal of the Class A Certificates pursuant to this Supplement up to a
maximum amount on any such date equal to the Class A Investor Amount on such
date (unless there has been an optional repurchase of the Certificateholders'
Interest pursuant to Section 10.01 of the Agreement, in which event the
foregoing limitation will not apply).
(c) On each Distribution Date, the Paying Agent shall
distribute to each Class B Certificateholder of record on the related Record
Date (other than as provided in Section 12.02 of the Agreement) such Class B
Certificateholder's pro rata share of the amounts that are allocated and
available on such Distribution Date to pay interest on the Class B Certificates
pursuant to this Supplement.
(d) On each Distribution Date, commencing with the Class
B Principal Commencement Date, the Paying Agent shall distribute to each Class
B Certificateholder of record on the related Record Date (other than as
provided in Section 12.02 of the Agreement) such Class B Certificateholder's
pro rata share of the amounts that are allocated and available on such date to
pay principal of the Class B Certificates pursuant to this Supplement up to a
maximum amount on any such date equal to the Class B Investor Amount on such
date (unless there has been an optional repurchase of the Certificateholders'
Interest pursuant to Section 10.01 of the Agreement, in which event the
foregoing limitation will not apply).
(e) The distributions to be made pursuant to this Section
5.1 are subject to the provisions of Sections 2.06, 9.02, 10.01 and 12.02 of
the Agreement and Sections 8.1 and 8.2 of this Supplement.
(f) Except as provided in Section 12.02 of the Agreement
with respect to a final distribution, distributions to Series 1996-D
Certificateholders hereunder shall be made by check mailed to each Series
1996-D Certificateholder at such Series 1996-D Certificateholder's address
appearing in the Certificate Register without presentation or surrender of any
Series 1996-D Certificate or the making of any notation thereon; provided,
however, that with respect to Series 1996-D Certificates registered in the name
of a Clearing Agency, such distributions shall be made to such Clearing Agency
in immediately available funds.
Section 5.2. Certificates and Statements.
(a) Not later than each Determination Date, the Servicer
shall deliver to the Trustee, the Paying Agent, each Rating Agency and the
Collateral Interest Holder, a certificate substantially in the form of Exhibit
B prepared by the Servicer.
43
<PAGE> 49
(b) On each Distribution Date, the Paying Agent, on
behalf of the Trustee, shall forward to each Series 1996-D Certificateholder a
statement substantially in the form of Exhibit C prepared by the Servicer.
(c) A copy of each statement or certificate provided
pursuant to paragraph (a) or (b) may be obtained by any Series 1996-D
Certificateholder or any Certificate Owner thereof by a request in writing to
the Servicer.
(d) On or before January 31 of each calendar year,
beginning with calendar year 1997, the Paying Agent, on behalf of the Trustee,
shall furnish or cause to be furnished to each Person who at any time during
the preceding calendar year was a Series 1996-D Certificateholder, a statement
prepared by the Servicer containing the information which is required to be
contained in the statement to Series 1996-D Certificateholders, as set forth in
paragraph (b) above, aggregated for such calendar year or the applicable
portion thereof during which such Person was a Series 1996-D Certificateholder,
together with other information as is required to be provided by an issuer of
indebtedness under the Internal Revenue Code. Such obligation of the Servicer
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Paying Agent pursuant to any
requirements of the Internal Revenue Code as from time to time in effect.
ARTICLE VI
Series 1996-D Pay Out Events
Section 6.1. Series 1996-D Pay Out Events. If any one of the
following events (each, a "Series Pay Out Event") shall occur with respect to
the Series 1996-D Certificates:
(a) failure on the part of the Sellers (A) to make any
payment or deposit required by the terms of the Agreement on or before the date
occurring five Business Days after the date such payment or deposit is required
to be made herein or (B) duly to observe or perform in any material respect any
other covenants or agreements of the Sellers set forth in the Agreement which
has a material adverse effect on the Series 1996-D Certificateholders (which
determination shall be made, for so long as the Collateral Invested Amount is
greater than zero, without reference to whether any funds are available
pursuant to Series Enhancement) and continues unremedied for a period of 60
days after the date on which written notice of such failure, requiring the same
to be remedied, shall have been given to the Sellers by the Trustee, or to the
Sellers and the Trustee by Holders of Series 1996-D Certificates aggregating
not less than 50% of the outstanding principal balance of the Series 1996-D
Certificates;
(b) any representation or warranty made by the Sellers in
the Agreement or any information contained in a computer file or microfiche
list required to be delivered by the Servicer on behalf of the Sellers pursuant
to Section 2.01 or 2.08 of the Agreement (A) shall prove to have been incorrect
in any material respect when made or when delivered,
44
<PAGE> 50
which continues to be incorrect in any material respect for a period of 60 days
after the date on which written notice of such failure, requiring the same to
be remedied, shall have been given to the Sellers by the Trustee, or to the
Sellers and the Trustee by Holders of the Series 1996-D Certificates
aggregating not less than 50% of the outstanding principal balance of the
Series 1996-D Certificates and (B) as a result of which the interests of the
Series 1996-D Certificateholders are materially and adversely affected (which
determination shall be made, for so long as the Collateral Invested Amount is
greater than zero, without reference to whether any funds are available
pursuant to any Series Enhancement); provided, however, that a Series Pay Out
Event pursuant to this subparagraph (b) shall not be deemed to occur hereunder
if the Sellers have accepted reassignment of the related Receivable, or all of
such Receivables, if applicable, during such period (or such longer period as
the Trustee may specify) in accordance with the provisions hereof and of the
Agreement;
(c) (1) with respect to the last day of any prior Monthly
Period during which the Seller Amount is less than the Required Seller Amount,
the failure of the Sellers to convey on or prior to the Required Designation
Date Receivables in Additional Accounts to the Trust such that the Seller
Amount shall be at least equal to the Required Seller Amount as of the close of
business on the applicable Addition Date; or (2) with respect to the last day
of any prior Monthly Period during which the aggregate amount of Principal
Receivables is less than the Required Principal Balance as of such day, the
failure of the Sellers to convey on or prior to the Required Designation Date
Receivables in Additional Accounts to the Trust such that the aggregate amount
of the Principal Receivables shall be at least equal to the Required Principal
Balance as of the close of business on the applicable Addition Date;
(d) the Net Portfolio Yield averaged over three
consecutive Monthly Periods is less than the Base Rate averaged over such
period;
(e) any Servicer Default shall occur which would have a
material adverse effect on the Series 1996-D Certificateholders (which
determination shall be made, for so long as the Collateral Invested Amount is
greater than zero, without reference to whether any funds are available
pursuant to any Series Enhancement); or
(f) the Class A Investor Amount shall not be paid in full
on the Class A Expected Final Distribution Date or the Class B Invested Amount
shall not be paid in full on the Class B Expected Final Distribution Date;
then, in the case of any event described in subparagraph (a), (b) or (e), after
the applicable grace period, if any, set forth in such subparagraphs, either
the Trustee or the holders of Investor Certificates (including the Collateral
Interest Holder) of Series 1996-D evidencing more than 50% of the aggregate
unpaid principal amount of such Investor Certificates (including the Collateral
Interest) by notice then given in writing to the Sellers and the Servicer (and
to the Trustee if given by the Holders of Investor Certificates (including the
Collateral Interest Holder) of Series 1996-D) may declare that a Pay Out Event
has occurred with respect to Series 1996-D as of the date of such notice, and,
in the case of any event described in subparagraph (c), (d) or (f) a Pay Out
Event shall occur with respect to Series 1996-D without any notice or other
action on the part of the Trustee or Holders of Investor
45
<PAGE> 51
Certificates (including the Collateral Interest Holder) of Series 1996-D
immediately upon the occurrence of such event.
ARTICLE VII
Optional Repurchase; Series Termination
Section 7.1. Optional Repurchase. On any day occurring on or
after the date on which the Investor Amount is reduced to 5% or less of the
Initial Investor Amount, the Sellers shall have the option to purchase the
interest of the holders of Investor Certificates (including the Collateral
Interest), at a purchase price equal to (i) if such day is a Distribution Date,
the Reassignment Amount for such Distribution Date or (ii) if such day is not a
Distribution Date, the Reassignment Amount for the Distribution Date following
such day.
Section 7.2. Series Termination.
(a) If, on the April 2005 Distribution Date, the Investor
Amount (after giving effect to all changes therein on such date) would be
greater than zero, the Servicer, on behalf of the Trustee, shall, within the
40-day period which begins on such Distribution Date, solicit bids for the sale
of Principal Receivables and the related Finance Charge Receivables (or
interests therein) in an amount equal to the Investor Amount and accrued and
unpaid interest thereon at the close of business on the last day of the Monthly
Period preceding the Series Termination Date (after giving effect to all
distributions required to be made on the Series Termination Date, except
pursuant to this Section 7.2; provided, however that in no event shall such
amount exceed the Series Percentage of Receivables on the Series Termination
Date). Such bids shall require that such sale shall (subject to Section
7.2(b)) occur on the Series Termination Date. The Sellers and the Collateral
Interest Holder shall be entitled to participate in, and to receive from the
Trustee a copy of each other bid submitted in connection with, such bidding
process.
(b) The Servicer, on behalf of the Trustee, shall sell
such Receivables (or interests therein) on the Series Termination Date to the
bidder who made the highest cash purchase offer. The proceeds of any such sale
shall be treated as Collections on the Receivables allocated to the Series
1996-D Certificateholders and the Collateral Interest Holder pursuant to the
Agreement and this Supplement; provided, however, that the Servicer shall
determine conclusively the amount of such proceeds which are allocable to
Finance Charge Receivables and the amount of such proceeds which are allocable
to Principal Receivables. During the period from the April 2005 Distribution
Date to the Series Termination Date, the Servicer shall continue to collect
payments on the Receivables and allocate and deposit such collections in
accordance with the provisions of the Agreement and the Supplements.
46
<PAGE> 52
ARTICLE VIII
Final Distributions
Section 8.1. Sale of Receivables or Certificateholders'
Interest Pursuant to Section 2.06 or 10.01 of the Agreement.
(a) Purchase Price. The amount to be paid with respect to
Series 1996-D in connection with (i) a reassignment of Receivables to the
Sellers pursuant to Section 2.06 of the Agreement or (ii) a repurchase of the
Certificateholders' Interest pursuant to Section 10.01 of the Agreement shall
equal the Reassignment Amount for the first Distribution Date following the
Monthly Period in which the reassignment obligation arises under the Agreement.
(b) Distributions Pursuant to Section 7.01 or 7.02 of
this Supplement and Section 10.01 of the Agreement. With respect to the
Reassignment Amount deposited into the Collection Account pursuant to Section
7.1 or 8.1(a)(ii) or any amounts allocable to Series 1996-D deposited into the
Collection Account pursuant to Section 7.2, the Trustee shall, not later than
3:00 p.m. New York City time, on the related Distribution Date, make deposits
or distributions of the following amounts (in the priority set forth below and,
in each case, after giving effect to any deposits and distributions otherwise
to be made on such date) in immediately available funds: (i) (x) the Class A
Investor Amount on such Distribution Date will be distributed to the Paying
Agent for payment to the Class A Certificateholders and (y) an amount equal to
the sum of (A) Class A Monthly Interest for such Distribution Date, (B) any
Class A Monthly Interest previously due but not distributed to the Class A
Certificateholders on a prior Distribution Date and (C) the amount of Class A
Additional Interest, if any, for such Distribution Date and any Class A
Additional Interest previously due but not distributed to the Class A
Certificateholders on any prior Distribution Date, will be distributed to the
Paying Agent for payment to the Class A Certificateholders, (ii) (x) the Class
B Invested Amount on such Distribution Date will be distributed to the Paying
Agent for payment to the Class B Certificateholders and (y) an amount equal to
the sum of (A) Class B Monthly Interest for such Distribution Date, (B) any
Class B Monthly Interest previously due but not distributed to the Class B
Certificateholders on a prior Distribution Date and (C) the amount of Class B
Additional Interest, if any, for such Distribution Date and any Class B
Additional Interest previously due but not distributed to the Class B
Certificateholders on any prior Distribution Date, will be distributed to the
Paying Agent for payment to the Class B Certificateholders and (iii) the
Collateral Invested Amount on such date and the amount of accrued and unpaid
interest on the Collateral Invested Amount (including any unpaid Collateral
Additional Interest) will be distributed to the Collateral Interest Holder for
application in accordance with the Loan Agreement.
(c) Distributions Pursuant to Section 2.06 of the
Agreement. With respect to any amounts deposited into the Collection Account
pursuant to Section 8.1(a)(i), the Trustee shall, not later than 3:00 p.m., New
York City time, on the related Distribution Date, deposit the principal portion
of such amounts that are allocable to the Class A Certificates and the Class B
Certificates into the Collection Account and the principal portion
47
<PAGE> 53
of such amounts allocable to the Collateral Interest shall be distributed to
the Collateral Interest Holder for application in accordance with the Loan
Agreement.
(d) Notwithstanding anything to the contrary in this
Supplement or the Agreement, all amounts distributed to the Paying Agent
pursuant to Section 8.1(b) for payment to the Series 1996-D Certificateholders
shall be deemed distributed in full to the Series 1996-D Certificateholders on
the date on which such funds are distributed to the Paying Agent pursuant to
this Section and shall be deemed to be a final distribution pursuant to Section
12.02 of the Agreement.
Section 8.2. Distribution of Proceeds of Sale, Disposition or
Liquidation of the Receivables Pursuant to Section 9.02 of the Agreement.
(a) Not later than 12:00 noon, New York City time, on the
Distribution Date following the date on which the Insolvency Proceeds are
deposited into the Collection Account pursuant to Section 9.02(b) of the
Agreement, the Trustee shall (in the following priority and, in each case,
after giving effect to any deposits and distributions otherwise to be made on
such Distribution Date) (i) deduct an amount equal to the Class A Invested
Amount on such Distribution Date from the portion of the Insolvency Proceeds
allocated to Collections of Principal Receivables and distribute such amount to
the Paying Agent for payment to the Class A Certificateholders, provided that
the amount of such distribution shall not exceed the product of (x) the portion
of the Insolvency Proceeds allocated to Collections of Principal Receivables
and (y) the Principal Allocation Percentage with respect to the related Monthly
Period, (ii) deduct an amount equal to the Class B Invested Amount on such
Distribution Date from the portion of the Insolvency Proceeds allocated to
Collections of Principal Receivables and distribute such amount to the Paying
Agent for payment to the Class B Certificateholders, provided that the amount
of such distribution shall not exceed (x) the product of (A) the portion of
such Insolvency Proceeds allocated to Collections of Principal Receivables and
(B) the Principal Allocation Percentage with respect to the related Monthly
Period minus (y) the amount distributed to the Paying Agent pursuant to clause
(i) of this sentence and (iii) deduct an amount equal to the Collateral
Invested Amount, if any, on such Distribution Date from the portion of the
Insolvency Proceeds allocated to Collections of Principal Receivables and
distribute such amount to the Collateral Interest Holder for application in
accordance with the Loan Agreement, provided that the amount of such
distribution shall not exceed (x) the product of (1) the portion of the
Insolvency Proceeds allocated to Collections of Principal Receivables and (2)
the Principal Allocation Percentage with respect to such Monthly Period minus
(y) the amounts distributed to the Paying Agent pursuant to clauses (i) and
(ii) of this sentence. To the extent that the product of (A) the portion of
the Insolvency Proceeds allocated to Collections of Principal Receivables and
(B) the Principal Allocation Percentage with respect to the related Monthly
Period exceeds the aggregate amounts distributed to the Paying Agent and the
Collateral Interest Holder pursuant to the preceding sentence, the excess shall
be allocated to the Sellers' Interest and shall be released to the Holders of
the Seller Certificates on such Distribution Date.
48
<PAGE> 54
(b) Not later than 12:00 noon, New York City time, on
such Distribution Date, the Trustee shall (in the following priority and, in
each case, after giving effect to any deposits and distributions otherwise to
be made on such Distribution Date) (i) deduct an amount equal to the sum of (w)
Class A Monthly Interest for such Distribution Date, (x) any Class A Monthly
Interest previously due but not distributed to the Class A Certificateholders
on a prior Distribution Date and (y) the amount of Class A Additional Interest,
if any, for such Distribution Date and any Class A Additional Interest
previously due but not distributed to the Class A Certificateholders on a prior
Distribution Date from the portion of the Insolvency Proceeds allocated to
Collections of Finance Charge Receivables and distribute such amount to the
Paying Agent for payment to the Class A Certificateholders, provided that the
amount of such distribution shall not exceed the product of (x) the portion of
the Insolvency Proceeds allocated to Collections of Finance Charge Receivables,
(y) the Floating Allocation Percentage with respect to the related Monthly
Period and (z) the Class A Floating Percentage with respect to such Monthly
Period and (ii) deduct an amount equal to the sum of (w) Class B Monthly
Interest for such Distribution Date, (x) Class B Monthly Interest previously
due but not distributed to the Class B Certificateholders and (y) the amount of
Class B Additional Interest, if any, for such Distribution Date and any Class B
Additional Interest previously due but not distributed to the Class B
Certificateholders on a prior Distribution Date from the portion of the
Insolvency Proceeds allocated to Collections of Finance Charge Receivables and
distribute such amount to the Paying Agent for payment to the Class B
Certificateholders, provided that the amount of such distribution shall not
exceed the product of (x) the portion of the Insolvency Proceeds allocated to
Collections of Finance Charge Receivables, (y) the Floating Allocation
Percentage with respect to the related Monthly Period and (z) the Class B
Floating Percentage with respect to such Monthly Period. To the extent that
the product of (A) the portion of the Insolvency Proceeds allocated to
Collections of Finance Charge Receivables and (B) the Floating Allocation
Percentage with respect to the related Monthly Period exceeds the aggregate
amount distributed to the Paying Agent pursuant to the preceding sentence, the
excess shall be released to the Collateral Interest Holder for application by
the Collateral Interest Holder in accordance with the Loan Agreement.
(c) Notwithstanding anything to the contrary in this
Supplement or the Agreement, all amounts distributed to the Paying Agent
pursuant to this Section for payment to the Series 1996-D Certificateholders
shall be distributed in full to the Series 1996-D Certificateholders on the
date on which funds are distributed to the Paying Agent pursuant to this
Section and shall be deemed to be a final distribution pursuant to Section
12.02 of the Agreement.
Section 8.3. Instructions Pursuant to Section 9.02(a) of the
Agreement. The Holders of Investor Certificates of Series 1996-D evidencing
more than 50% of the Investor Amount of each Class (including the Collateral
Interest) shall not be considered as having disapproved of any liquidation of
the Receivables and to continue transferring Principal Receivables to the Trust
pursuant to Section 9.02(a) of the Agreement unless Holders of more than 50% of
the Investor Amount of each of the Class A Certificates, the Class B
Certificates and the Collateral Interest instruct the Trustee to such effect in
the manner required pursuant to Section 9.02(a) of the Agreement.
49
<PAGE> 55
ARTICLE IX
Certificates
Section 9.1. Book-Entry Certificates. The Class A
Certificates and the Class B Certificates shall be delivered as Book-Entry
Certificates. The Clearing Agency for the Class A Certificates and the Class B
Certificates shall be The Depository Trust Company, and the Class A
Certificates and the Class B Certificates shall be initially registered in the
name of Cede & Co., its nominee.
ARTICLE X
Miscellaneous Provisions
Section 10.1. Certain Matters Regarding the Collateral
Interest Holder. Amounts payable to the Collateral Interest Holder hereunder
shall be applied in accordance with the provisions of the Loan Agreement.
Section 10.2. Ratification of Agreement. As supplemented by
this Supplement, the Agreement is in all respects ratified and confirmed and
the Agreement as so supplemented by this Supplement shall be read, taken and
construed as one and the same instrument.
Section 10.3. Counterparts. This Supplement may be executed
in two or more counterparts, and by different parties on separate counterparts,
each of which shall be an original, but all of which shall constitute one and
the same instrument.
Section 10.4. Governing Law. THIS SUPPLEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING THE
UCC AS IN EFFECT IN THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF
LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 10.5. Notices. All directions, notices and
instructions to the Trustee shall be in writing (which may be facsimile).
Section 10.6. Amendments. This Supplement may be amended by
the Sellers without the consent of the Servicer, the Trustee or any Investor
Certificateholder if the Sellers provide the Trustee with (i) an Opinion of
Counsel to the effect that such amendment or modification would reduce the risk
that the Trust would be treated as taxable as a publicly traded partnership
pursuant to Code section 7704 and (ii) an Officer's Certificate that such
amendment or modification would not materially and adversely affect any
Investor Certificateholder, provided that no such amendment shall be deemed
effective without (i) the
50
<PAGE> 56
Trustee's consent, if the Trustee's rights, duties and obligations hereunder
are thereby modified and (ii) the Trustee having obtained written assurance
that such amendment or modification will not, by itself, lower the then-current
ratings on the Series 1996-D Certificates. The Sellers shall provide the Rating
Agencies with prior written notice of any such amendment or modification.
51
<PAGE> 57
IN WITNESS WHEREOF, the undersigned have caused this
Supplement to be duly executed and delivered by their respective duly
authorized officers on the day and year first above written.
ADVANTA NATIONAL BANK USA,
Seller and Servicer,
By: /s/ Michael Coco
---------------------------------
Name: Michael Coco
Title: Vice President
ADVANTA NATIONAL BANK,
Seller,
By: /s/ Michael Coco
----------------------------------
Name: Michael Coco
Title: Vice President
BANKERS TRUST COMPANY,
Trustee
By: /s/ Kevin J. Healey
----------------------------------
Name: Kevin J. Healey
Title: Assistant Vice President
[Signature Page for Series 1996-D Supplement]
<PAGE> 58
EXHIBIT A-1
TO SUPPLEMENT
REGISTERED
ADVANTA CREDIT CARD MASTER TRUST II
CLASS A FLOATING RATE ASSET-BACKED CERTIFICATE,
SERIES 1996-D
Unless this Class A Certificate 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
certificate issued is registered in the name of Cede & Co. or in 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.
Evidencing an undivided interest in a trust, the corpus of
which consists of receivables generated from time to time in the
ordinary course of business in a portfolio of revolving consumer credit
card accounts owned by Advanta National Bank USA, Advanta National Bank
(the "Sellers") or any Additional Seller.
No. _____ CUSIP NO. 007960AY3
$__________________
(Not an interest in or obligation of Advanta National Bank USA,
Advanta National Bank, or any affiliate thereof, except to the limited
extent described herein.)
This certifies that CEDE & CO. (the "Investor Certificateholder") is the
registered owner of an undivided interest in certain assets of a trust (the
"Trust"), created pursuant to the Amended and Restated Pooling and Servicing
Agreement, dated as of December 1, 1993, and as amended and restated on May 23,
1994, and as amended by Amendment Number 1 dated as of July 1, 1994 by and
between Advanta National Bank USA, a national banking association organized
under the laws of the United States ("AUS"), as Seller and Servicer, and Bankers
Trust Company, as Trustee (the "Trustee"), and as further amended by Amendment
Number 2 dated as of October 6, 1995 by and among AUS, as Seller and Servicer,
Advanta National Bank, a national banking association organized under the laws
of the United States ("ANB" and, together with AUS, the "Banks") as seller (in
such capacity, a "Seller" and together with AUS as a Seller, the
<PAGE> 59
"Sellers") and the Trustee (as amended from time to time, the "Amended and
Restated Pooling and Servicing Agreement") as supplemented by the Series 1996-D
Supplement, dated as of June 18, 1996, by and among AUS, as Seller and
Servicer, ANB, as Seller, and the Trustee. The Amended and Restated Pooling
and Servicing Agreement, the Series 1996-D Supplement and any amendments,
exhibits and schedules thereto are collectively referred to herein as the
"Agreement." The corpus of the Trust consists of (i) a portfolio of
receivables (the "Receivables") arising under selected VISA and MasterCard*
consumer credit card accounts or other revolving consumer credit accounts (the
"Accounts") in portfolios of revolving consumer credit accounts owned by any of
AUS, ANB or any Additional Seller, (ii) all monies due or to become due in
payment of the Receivables, all proceeds of the Receivables (other than
investment earnings related to such proceeds), (iii) the right to receive
certain Interchange attributed to cardholder charges for merchandise and
services in the Accounts, (iv) certain amounts recovered from Accounts in which
the Receivables have been written off as uncollectible, (v) proceeds of credit
insurance policies relating to the Receivables and (vi) all monies on deposit
in certain bank accounts of the Trust and the benefits of any type of
enhancement ("Series Enhancement") issued with respect to any Series (the
drawing on or payment of such Series Enhancement being available only to
Certificateholders of a specified Series or Class unless otherwise indicated in
the related Supplement). The Trust assets may also include participations
(including 100% participations) representing undivided interests in a pool of
assets primarily consisting of revolving credit card receivables or consumer
loan receivables (secured and unsecured), and any interests in both such types
of receivables, including securities representing or backed by both such types
of receivables, and other self-liquidating financial assets owned by a Seller
or any affiliate of any Seller and collections thereon. AUS as Seller conveyed
to the Trust all Receivables existing under certain designated Accounts at the
time of the formation of the Trust and all Receivables arising under such
Accounts from time to time thereafter. In addition, the Sellers have conveyed
and the Sellers may convey in the future all Receivables existing under certain
designated Additional Accounts (including Automatic Additional Accounts) and
all Receivables thereafter arising in such Additional Accounts.
Although a summary of certain provisions of the Agreement is set forth
below, this Class A Certificate does not purport to summarize the Agreement, is
qualified in its entirety by the terms and provisions of the Agreement and
reference is made to that Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds, and duties evidenced hereby
and the rights, duties and obligations of the
__________________________________
* VISA and MasterCard are registered trademarks of VISA USA, Inc., and
MasterCard International Incorporated, respectively.
A-1-2
<PAGE> 60
Trustee. A copy of the Agreement may be obtained from the Trustee by writing
to the Trustee at Four Albany Street, New York, New York 10006, Attention:
Corporate Trust and Agency Group/Structured Finance Group. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
them in the Agreement.
This Class A Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement to which the Holder of this Class A
Certificate by virtue of the acceptance hereof assents and is bound.
It is the intent of the Sellers and the Class A Certificateholders that, for
federal income taxes, state and local income and franchise taxes and any other
taxes imposed on or measured by income, the Class A Certificates will be
treated as indebtedness secured by the Receivables. The Servicer by entering
into the Agreement and the Sellers, the Holder of the Bank Certificate, each
Holder of a Class A Certificate and each Holder of a Class B Certificate, by
acceptance of its Certificate, agrees to treat the Series 1996-D Certificates
for purposes of federal income taxes, state and local income and franchise
taxes, and any other taxes imposed on or measured by income, as indebtedness of
the Sellers.
Subject to the terms of the Agreement, payments of principal of the Class A
Certificates are limited to the unpaid Class A Investor Amount, which may be
less than the unpaid principal balance of the Class A Certificates, pursuant to
the terms of the Agreement. All principal of and interest on the Class A
Certificates is scheduled to be paid by the December 2002 Distribution Date but
may be paid earlier. Subject to prior termination as provided in the
Agreement, the interest of the Series 1996-D Certificateholders in the Trust
will terminate following the earliest of (i) the date on which the Investor
Amount is paid in full, (ii) the June 2005 Distribution Date and (iii) the
termination of the Trust pursuant to Section 12.01 of the Agreement.
The Receivables consist of Principal Receivables which arise generally from
the purchase of goods and services and cash advances and in respect of Periodic
Finance Charges, Overlimit Fees, Late Fees, annual membership fees and annual
service charges, if any, Cash Advance Fees, transaction charges and all other
fees and charges with respect to the Accounts designated by the Sellers to be
included in Finance Charge Receivables. This Certificate is one of a series of
Certificates entitled "ADVANTA Credit Card Master Trust II, Class A Floating
Rate Asset Backed Certificates, Series 1996-D" (the "Class A Certificates"),
each of which represents a fractional undivided interest in certain assets of
the Trust. The Trust's assets are allocated in part to the Holders of the
Class A Certificates, in part to the Holders of the Class B Certificates, in
part to the Collateral Interest Holder, in part to the Holders of Investor
Certificates of all other Series and in part to the Sellers as Holders of the
Bank
A-1-3
<PAGE> 61
Certificate and the Holders of any Supplemental Certificates outstanding from
time to time. The Bank Certificate and the Holders of any outstanding
Supplemental Certificates represent the Sellers' Interest in the Trust. The
Bank Certificate and any outstanding Supplemental Certificates represent the
interest in the Principal Receivables not represented by the Investor
Certificates.
The aggregate interest represented by the Series 1996-D Certificates at any
time in the Principal Receivables in the Trust shall not exceed an amount equal
to the Principal Allocation Percentage thereof (as set forth in the Agreement)
at such time. The Initial Investor Amount is $700,000,000. The Invested
Amount for any date will equal the sum of the Class A Invested Amount, the
Class B Invested Amount and the Collateral Invested Amount. The Class A
Initial Invested Amount is $497,375,000. The Class A Initial Investor Amount
is $605,500,000. The Class A Invested Amount for any date of determination
will be an amount equal to (a) the Class A Initial Invested Amount, plus (b)
the amount of any increases in the Class A Invested Amount during the Funding
Period, minus (c) the aggregate amount of principal payments (other than
principal payments made from amounts on deposit in the Pre-Funding Account on
the first Distribution Date following the end of the Funding Period) made to
the Class A Certificateholders on or prior to such date, minus (d) the excess,
if any, of the aggregate amount of Class A Investor Charge-offs for all prior
Distribution Dates over the aggregate amount of Class A Investor Charge-Offs
reimbursed prior to such date, minus (e) the Principal Funding Account Balance.
Interest will be distributed monthly on the 15th day of each calendar month
or, if such 15th day is not a Business Day, payment will be made on the next
succeeding Business Day (each, a "Distribution Date"), commencing August 15,
1996, in an amount equal to the product of (i) (a) a fraction, the numerator of
which is the actual number of days in the related Interest Period and the
denominator of which is 360, times (b) the Class A Certificate Rate, and (ii)
the outstanding principal amount of the Class A Certificates as of the
preceding Record Date (or, in the case of the first Distribution Date, as of
the Closing Date).
The Class A Certificates will bear interest for the period from the Closing
Date through July 14, 1996, and for the period from July 15, 1996 through
August 14, 1996, and with respect to each Interest Period thereafter, at the
rate of .15% per annum above LIBOR determined as set forth below (the "Class A
Certificate Rate").
The Trustee will determine LIBOR on June 14, 1996 for the period from the
Closing Date through July 14, 1996 and on July 11, 1996 for the period from
July 15, 1996 through August 14, 1996, and for each Interest Period thereafter,
on the second London Business Day prior to the Distribution Date on which such
Interest Period commences (each, a "LIBOR Determination Date").
A-1-4
<PAGE> 62
A "London Business Day" is any day on which dealings in deposits in United
States dollars are transacted in the London interbank market. The Class A
Certificate Rate applicable to the then current and the immediately preceding
Interest Periods may be obtained by telephoning the Trustee at its Corporate
Trust Office at (800) 735-7777.
The determination of LIBOR will be made in accordance with the following
provisions:
(i) On each LIBOR Determination Date, the Trustee will determine LIBOR based
on the rate for deposits in United States dollars for a one-month period
which appears on Telerate Page 3750 as of 11:00 A.M. (London time) on such
date.
(ii) If such rate does not appear on Telerate Page 3750, the Trustee will
determine LIBOR on the basis of quotations of the offered rates for deposits
in United States dollars provided by the Reference Banks at approximately
11:00 A.M. (London time) on such LIBOR Determination Date to prime banks in
the London interbank market for a one-month period. If at least two such
quotations are provided, LIBOR will be the arithmetic mean of such
quotations.
(iii) If, on the LIBOR Determination Date, such rate does not appear on
Telerate Page 3750 and only one or none of the Reference Banks provides such
offered quotations, LIBOR will be the rate per annum that the Trustee
determines to be the arithmetic mean of the offered quotations that three
major banks in The City of New York selected by the Servicer are quoting at
approximately 11:00 A.M. (New York City time) on that day for loans in United
States dollars to leading European banks for a one-month period.
On each Distribution Date with respect to the Class A Accumulation Period,
an amount equal to the least of (a) Available Investor Principal Collections on
deposit in the Collection Account with respect to such Distribution Date, (b)
the Controlled Deposit Amount for such Distribution Date and (c) the Class A
Invested Amount, will be deposited in the Principal Funding Account for payment
to the Class A Certificateholders on the Class A Expected Final Distribution
Date or on the first Distribution Date with respect to the Rapid Amortization
Period.
On each Distribution Date during the Rapid Amortization Period until the
Class A Investor Amount has been paid in full or the Series Termination Date
occurs, the Class A Certificateholders will be entitled to receive Available
Investor Principal Collections in an amount up to the Class A Investor Amount.
On any Distribution Date occurring on or after the Investor Amount is
reduced to 5% or less of the Initial Investor
A-1-5
<PAGE> 63
Amount, the Sellers will have the option (to be exercised in their sole
discretion) to repurchase the Certificates.
This Class A Certificate does not represent an obligation of, or an interest
in, Advanta Corp., AUS, ANB, any Additional Seller, the Servicer or any
Affiliate of any of them. None of the Class A Certificates, the Accounts nor
the Receivables are deposits or insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agency. This Class A
Certificate is limited in right of payment to certain Collections with respect
to the Receivables (and certain other amounts), all as more specifically set
forth herein and in the Agreement.
The Agreement may be amended under certain circumstances by the Servicer,
the Sellers and the Trustee, without Certificateholder consent, provided that
(i) each Seller shall have delivered to the Trustee an Officer's Certificate to
the effect that such Seller reasonably believes that such amendment will not
result in the occurrence of a Pay Out Event or materially adversely affect the
amount or timing of distributions to be made to the Investor Certificateholders
of any Series or Class and (ii) written confirmation from each Rating Agency
that such amendment will not result in a reduction or withdrawal of the rating
of the Series 1996-D Certificates or the rating of any other outstanding Series
or Class with respect to which it is a Rating Agency.
The Agreement may be amended by the Servicer, the Sellers and the Trustee,
with the consent of the Holders of Investor Certificates evidencing not less
than 66-2/3% of the aggregate Investor Amount of the Investor Certificates of
all adversely affected Series, for the purpose of adding any provisions to,
changing in any manner or eliminating any of the provisions of the Agreement or
of modifying in any manner the rights of Investor Certificateholders of any
Series then issued and outstanding; provided, however, that no such amendment
shall (a) reduce in any manner the amount of, or delay the timing of,
distributions to Investor Certificateholders or deposits of amounts to be so
distributed or the amount available under any Series Enhancement without the
consent to any such amendment of each affected Certificateholder, (b) change
the definition of or the manner of calculating the interest of any Investor
Certificateholder without the consent of each affected Investor
Certificateholder, (c) reduce the aforesaid percentage required to consent to
any such amendment without the consent of each Investor Certificateholder or
(d) adversely affect the rating of any Series or Class by each Rating Agency
without the consent of the Holders of Investor Certificates of such Series or
Class evidencing not less than 66-2/3% of the aggregate Investor Amount of the
Investor Certificates of such Series or Class.
The Class A Certificates are issuable only in denominations of $1,000 and
integral multiples of $1,000 in excess thereof. The transfer of this Class A
Certificate shall
A-1-6
<PAGE> 64
be registered in the Certificate Register upon surrender of this Class A
Certificate for registration of transfer at any office or agency maintained by
the Transfer Agent and Registrar accompanied by a written instrument of
transfer, in a form satisfactory to the Trustee and the Transfer Agent and
Registrar, duly executed by the Holder or his attorney and duly authorized in
writing, and thereupon one or more new Class A Certificates of authorized
denominations and for the same aggregate fractional undivided interest will be
issued to the designated transferee or transferees.
As provided in the Agreement and subject to certain limitations therein set
forth, this Class A Certificate is exchangeable for a new Class A Certificate
evidencing a like aggregate fractional undivided interest, as requested by the
Holder surrendering this Class A Certificate. No service charge may be imposed
for any such exchange, but the Transfer Agent and Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith.
Prior to due presentation of this Class A Certificate for registration of
transfer, the Transfer Agent and Registrar, the Paying Agent and the Trustee
and any agent of any of them may treat the person in whose name this Class A
Certificate is registered as the owner hereof for all purposes, and neither the
Trustee, the Paying Agent or the Transfer Agent and Registrar nor any agent of
any of them shall be affected by notice to the contrary except in certain
circumstances described in the Agreement.
This Class A Certificate shall be construed in accordance with and governed
by the laws of the State of New York, without reference to its conflict of law
provisions.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, or by an authenticating agent
appointed by the Trustee, this Class A Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
A-1-7
<PAGE> 65
IN WITNESS WHEREOF, the Sellers have caused this Class A Certificate to be
duly executed.
ADVANTA NATIONAL BANK USA
By:________________________
Vice President
ADVANTA NATIONAL BANK
By:________________________
Vice President
This is one of the Class A Certificates referred to in the within-
mentioned Agreement.
BANKERS TRUST COMPANY,
as Trustee,
By:________________________
Authorized Officer
Dated: June 18, 1996
A-1-8
<PAGE> 66
__________
ASSIGNMENT
----------
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE(S)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
__________________________
: :
: :
: :
- -------------------------- -----------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)
____________________ the within certificate and all rights thereunder, and
hereby irrevocably constitutes and appoints ____________________ Attorney, with
full power of substitution in the premises, to transfer said certificate on the
books kept for registration thereof.
Dated: ________________________
______________________________
Note: The signature(s) to this
Assignment must correspond
with the name(s) as written on
the face of the within
certificate in every
particular, without alteration
or enlargement or any change
whatever.
(1) An assignee which is not a United
States Person as defined in
the Internal Revenue Code of
1986, as amended (the "Code")
must certify to the Transfer
Agent and Registrar in writing
as to such status and such
further information as may be
required under the Code or
reasonably requested by the
Transfer Agent and Registrar.
A-1-9
<PAGE> 67
EXHIBIT A-2
TO SUPPLEMENT
REGISTERED
ADVANTA CREDIT CARD MASTER TRUST II
CLASS B FLOATING RATE ASSET-BACKED CERTIFICATE,
SERIES 1996-D
THIS CLASS B CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF A
BENEFIT PLAN.
Unless this Class B Certificate 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 certificate issued is registered in the name of Cede & Co. or in 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.
Evidencing an undivided interest in a trust, the corpus of which
consists of receivables generated from time to time in the ordinary
course of business in a portfolio of revolving consumer credit card
accounts owned by Advanta National Bank USA, Advanta National Bank (the
"Sellers") or any Additional Seller.
No. ________ CUSIP NO. 007960AZ0
$__________________
(Not an interest in or obligation of Advanta National Bank USA,
Advanta National Bank, or any affiliate thereof, except to the limited
extent described herein.)
This certifies that CEDE & CO. (the "Investor Certificateholder")
is the registered owner of an undivided interest in certain assets of a trust
(the "Trust"), created pursuant to the Amended and Restated Pooling and
Servicing Agreement, dated as of December 1, 1993, and as amended and restated
on May 23, 1994, and as amended by Amendment Number 1 dated as of July 1, 1994
by and between Advanta National Bank USA, a national banking association
organized under the laws of the United States ("AUS"), as Seller and Servicer,
and Bankers Trust Company, as Trustee (the "Trustee"), and as further amended
by Amendment Number 2 dated as of October 6, 1995 by and among AUS, as Seller
and Servicer, Advanta National Bank, a national banking association organized
under the laws of the United States ("ANB" and, together with AUS, the "Banks")
as seller (in such
<PAGE> 68
capacity, a "Seller" and together with AUS as a Seller, the "Sellers") and the
Trustee (as amended from time to time, the "Amended and Restated Pooling and
Servicing Agreement"), as supplemented by the Series 1996-D Supplement, dated
as of June 18, 1996, by and among AUS, as Seller and Servicer, ANB, as Seller,
and the Trustee. The Amended and Restated Pooling and Servicing Agreement, the
Series 1996-D Supplement and any amendments, exhibits and schedules thereto are
collectively referred to herein as the "Agreement." The corpus of the Trust
consists of (i) a portfolio of receivables (the "Receivables") arising under
selected VISA and MasterCard* consumer credit card accounts or other revolving
consumer credit accounts (the "Accounts") in portfolios of revolving consumer
credit accounts owned by any of AUS, ANB or any Additional Seller, (ii) all
monies due or to become due in payment of the Receivables, all proceeds of the
Receivables (other than investment earnings related to such proceeds), (iii)
the right to receive certain Interchange attributed to cardholder charges for
merchandise and services in the Accounts, (iv) certain amounts recovered from
Accounts in which the Receivables have been written off as uncollectible, (v)
proceeds of credit insurance policies relating to the Receivables and (vi) all
monies on deposit in certain bank accounts of the Trust and the benefits of any
type of enhancement ("Series Enhancement") issued with respect to any Series
(the drawing on or payment of such Series Enhancement being available only to
Certificateholders of a specified Series or Class unless otherwise indicated in
the related Supplement). The Trust assets may also include participations
(including 100% participations) representing undivided interests in a pool of
assets primarily consisting of revolving credit card receivables or consumer
loan receivables (secured and unsecured), and any interests in both such types
of receivables, including securities representing or backed by both such types
of receivables, and other self-liquidating financial assets owned by a Seller
or any affiliate of any Seller and collections thereon. AUS as Seller conveyed
to the Trust all Receivables existing under certain designated Accounts at the
time of the formation of the Trust and all Receivables arising under such
Accounts from time to time thereafter. In addition, the Sellers have conveyed
and the Sellers may convey in the future all Receivables existing under certain
designated Additional Accounts (including Automatic Additional Accounts) and
all Receivables thereafter arising in such Additional Accounts.
Although a summary of certain provisions of the Agreement is set
forth below, this Class B Certificate does not purport to summarize the
Agreement, is qualified in its entirety by the terms and provisions of the
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties
__________________________________
* VISA and MasterCard are registered trademarks of VISA USA, Inc., and
MasterCard International Incorporated, respectively.
A-2-2
<PAGE> 69
evidenced hereby and the rights, duties and obligations of the Trustee. A copy
of the Agreement may be obtained from the Trustee by writing to the Trustee at
Four Albany Street, New York, New York 10006, Attention: Corporate Trust and
Agency Group/Structured Finance Group. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the
Agreement.
This Class B Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement to which the Holder of this
Class B Certificate by virtue of the acceptance hereof assents and is bound.
It is the intent of the Sellers and the Class B Certificateholders
that, for federal income taxes, state and local income and franchise taxes and
any other taxes imposed on or measured by income, the Class B Certificates will
be treated as indebtedness secured by the Receivables. The Servicer by
entering into the Agreement and the Sellers, the Holder of the Bank
Certificate, each Holder of a Class B Certificate, and each Holder of a Class A
Certificate, by acceptance of its Certificate, agrees to treat the Series
1996-D Certificates for purposes of federal income taxes, state and local
income and franchise taxes, and any other taxes imposed on or measured by
income, as indebtedness of the Sellers.
Subject to the terms of the Agreement, payments of principal of the
Class B Certificates are limited to the unpaid Class B Investor Amount, which
may be less than the unpaid principal balance of the Class B Certificates,
pursuant to the terms of the Agreement. Principal payments on the Class B
Certificates will not be made until the Class A Certificates have been paid in
full. All principal of and interest on the Class B Certificates is scheduled
to be paid by the January 2003 Distribution Date, but may be paid earlier.
Subject to prior termination as provided in the Agreement, the interest of the
Series 1996-D Certificateholders in the Trust will terminate following the
earliest of (i) the date on which the Investor Amount is paid in full and (ii)
the June 2005 Distribution Date and (iii) the termination of the Trust pursuant
to Section 12.01 of the Agreement.
The Receivables consist of Principal Receivables which arise
generally from the purchase of goods and services and cash advances and in
respect of Periodic Finance Charges, Overlimit Fees, Late Fees, annual
membership fees and annual service charges, if any, Cash Advance Fees,
transaction charges and all other fees and charges with respect to the Accounts
designated by the Sellers to be included in Finance Charge Receivables. This
Certificate is one of a series of Certificates entitled "ADVANTA Credit Card
Master Trust II, Class B Floating Rate Asset Backed Certificates, Series
1996-D" (the "Class B Certificates"), each of which represents a fractional
undivided interest in certain assets of the Trust. The Trust's assets are
allocated in part to the Holders of the Class B Certificates and in part to the
A-2-3
<PAGE> 70
Holders of the Class A Certificates, in part to the Collateral Interest Holder,
in part to the Holders of Investor Certificates of all other Series and in part
to the Sellers as Holders of the Bank Certificate and the Holders of any
outstanding Supplemental Certificates outstanding from time to time. The Bank
Certificate and any outstanding Supplemental Certificates represent the
Sellers' Interest in the Trust. The Bank Certificate and any outstanding
Supplemental Certificates represent the interest in the Principal Receivables
not represented by the Investor Certificates.
THE CLASS B CERTIFICATES ARE SUBORDINATED TO THE CLASS A
CERTIFICATES TO THE EXTENT SET FORTH IN THE AGREEMENT.
The aggregate interest represented by the Series 1996-D
Certificates at any time in the Principal Receivables in the Trust shall not
exceed an amount equal to the Principal Allocation Percentage thereof (as set
forth in the Agreement) at such time. The Initial Investor Amount is
$700,000,000. The Invested Amount for any date will equal the sum of the Class
A Invested Amount, the Class B Invested Amount and the Collateral Invested
Amount. The Class B Initial Invested Amount is $31,625,000. The Class B
Initial Investor Amount is $38,500,000. The Class B Invested Amount for any
date will be an amount equal to (a) the Class B Initial Invested Amount, plus
(b) the amount of any increases in the Class B Invested Amount during the
Funding Period, minus (c) the aggregate amount of principal payments (other
than principal payments made from amounts on deposit in the Pre-Funding Account
on the first Distribution Date following the end of the Funding Period) made to
the Class B Certificateholders prior to such date, minus (d) the excess, if
any, of the aggregate amount of Class B Investor Charge-Offs for all prior
Distribution Dates over the aggregate amount of any reimbursement of Class B
Investor Charge-Offs for all Distribution Dates preceding such date, minus (e)
the amount of Reallocated Principal Collections allocated on all prior
Distribution Dates, minus (f) an amount equal to the amount by which the Class
B Invested Amount has been reduced pursuant to subsection 4.6(a) of the
Agreement on all prior Distribution Dates and plus (g) the amount of Excess
Spread and Excess Finance Charges allocated and available on all prior
Distribution Dates for the purpose of reimbursing amounts deducted pursuant to
the foregoing clauses (d), (e) and (f); provided, however, that the Class B
Invested Amount may not be reduced below zero.
Interest will be distributed monthly on the 15th day of each
calendar month or, if such 15th day is not a Business Day, payment will be made
on the next succeeding Business Day (each, a "Distribution Date"), commencing
August 15, 1996, in an amount equal to the product of (i) (a) a fraction, the
numerator of which is the actual number of days in the related Interest Period
divided by 360, times (b) the Class B Certificate Rate, and (ii) the
outstanding principal amount of the Class B Certificates as of the preceding
Record Date (or, in the case of the first Distribution Date as of the Closing
Date).
A-2-4
<PAGE> 71
The Class B Certificates will bear interest for the period from the
Closing Date through July 14, 1996, and for the period from July 15, 1996
through August 14, 1996, and with respect to each Interest Period thereafter,
at the rate of .30% per annum above LIBOR determined as set forth below (the
"Class B Certificate Rate").
The Trustee will determine LIBOR on June 14, 1996 for the period
from the Closing Date through July 14, 1996 and on July 11, 1996 for the period
from July 15, 1996 through August 14, 1996, and for each Interest Period
thereafter, on the second London Business Day prior to the Distribution Date on
which such Interest Period commences (each, a "LIBOR Determination Date"). A
"London Business Day" is any day on which dealings in deposits in United States
dollars are transacted in the London interbank market. The Class B Certificate
Rate applicable to the then current and the immediately preceding Interest
Periods may be obtained by telephoning the Trustee at its Corporate Trust
Office at (800) 735-7777.
The determination of LIBOR will be made in accordance with the
following provisions:
(i) On each LIBOR Determination Date, the Trustee will determine
LIBOR based on the rate for deposits in United States dollars for a
one-month period which appears on Telerate Page 3750 as of 11:00 A.M.
(London time) on such date.
(ii) If such rate does not appear on Telerate Page 3750, the
Trustee will determine LIBOR on the basis of quotations of the offered
rates for deposits in United States dollars provided by the Reference
Banks at approximately 11:00 A.M. (London time) on such LIBOR
Determination Date to prime banks in the London interbank market for a
one-month period. If at least two such quotations are provided, LIBOR
will be the arithmetic mean of such quotations.
(iii) If, on the LIBOR Determination Date, such rate does not
appear on Telerate Page 3750 and only one or none of the Reference Banks
provides such offered quotations, LIBOR will be the rate per annum that
the Trustee determines to be the arithmetic mean of the offered
quotations that three major banks in The City of New York selected by the
Servicer are quoting at approximately 11:00 A.M. (New York City time) on
that day for loans in United States dollars to leading European banks for
a one-month period.
After the Class A Investor Amount has been paid in full on each
Distribution Date with respect to the Class B Accumulation Period, amounts
equal to the least of (a) Available Investor Principal Collection on deposit in
the Collection Account with respect to such Distribution Date, (minus the
portion of such Available Investor Principal Collections applied
A-2-5
<PAGE> 72
to Class A Monthly Principal on such Distribution Date), (b) the Controlled
Deposit Amount for such Distribution Date and (c) the Class B Invested Amount,
will be deposited in the Principal Funding Account for payment to the Class B
Certificateholders until the Class B Invested Amount is paid in full.
On each Distribution Date during the Rapid Amortization Period
(following the payment in full of the Class A Certificates) until the Class B
Invested Amount has been paid in full or the Series Termination Date occurs,
the Class B Certificateholders will be entitled to receive Available Investor
Principal Collections (minus the portion of Available Investor Principal
Collections applied to Class A Monthly Principal on such Distribution Date) in
an amount up to the Class B Invested Amount.
On any Distribution Date occurring on or after the Investor Amount
is reduced to 5% or less of the Initial Investor Amount, the Sellers will have
the option (to be exercised in their sole discretion) to repurchase the
Certificates.
This Class B Certificate does not represent an obligation of, or an
interest in, Advanta Corp., AUS, ANB, any Additional Seller, the Servicer or
any Affiliate of any of them. None of the Class B Certificates, the Accounts
nor the Receivables are deposits or insured or guaranteed by the Federal
Deposit Insurance Corporation or any other governmental agency. This Class B
Certificate is limited in right of payment to certain Collections respecting
the Receivables (and certain other amounts), all as more specifically set forth
herein and in the Agreement.
The Agreement may be amended under certain circumstances by the
Servicer, the Sellers and the Trustee, without Certificateholder consent,
provided that (i) each Seller shall have delivered to the Trustee an Officer's
Certificate to the effect that such Seller reasonably believes that such
amendment will not result in the occurrence of a Pay out Event or materially
adversely affect the amount or timing of distributions to be made to the
Investor Certificateholders of any Series or Class and (ii) written
confirmation from each Rating Agency that such amendment will not result in a
reduction or withdrawal of the rating of the Series 1996-D Certificates or the
rating of any other outstanding Series or Class with respect to which it is a
Rating Agency.
The Agreement may be amended by the Servicer, the Sellers and the
Trustee, with the consent of the Holders ofinvestor Certificates evidencing not
less than 66-2/3% of the aggregate Investor Amount of the Investor Certificates
of all adversely affected Series, for the purpose of adding any provisions to,
changing in any manner or eliminating any of the provisions of the Agreement or
of modifying in any manner the rights of Investor Certificateholders of any
Series then issued and outstanding; provided, however, that no such amendment
shall
A-2-6
<PAGE> 73
(a) reduce in any manner the amount of, or delay the timing of, distributions
to Investor Certificateholders or deposits of amounts to be so distributed or
the amount available under any Series Enhancement without the consent to any
such amendment of each affected Certificateholder, (b) change the definition of
or the manner of calculating the interest of any Investor Certificateholder
without the consent of each affected Investor Certificateholder, (c) reduce the
aforesaid percentage required to consent to any such amendment without the
consent of each Investor Certificateholder or (d) adversely affect the rating
of any Series or Class by each Rating Agency without the consent of the Holders
of Investor Certificates of such Series or Class evidencing not less than
66-2/3% of the aggregate Investor Amount of the Investor Certificates of such
Series or Class.
The Class B Certificates are issuable only in denominations of
$1,000 and integral multiples of $1,000 in excess thereof. The transfer of
this Class B Certificate shall be registered in the Certificate Register upon
surrender of this Class B Certificate for registration of transfer at any
office or agency maintained by the Transfer Agent and Registrar accompanied by
a written instrument of transfer, in a form satisfactory to the Trustee and the
Transfer Agent and Registrar, duly executed by the Holder or his attorney and
duly authorized in writing, and thereupon one or more new Class B Certificates
of authorized denominations and for the same aggregate fractional undivided
interest will be issued to the designated transferee or transferees.
As provided in the Agreement and subject to certain limitations
therein set forth, this Class B Certificate is exchangeable for a new Class B
Certificate evidencing a like aggregate fractional undivided interest, as
requested by the Holder surrendering this Class B Certificate. No service
charge may be imposed for any such exchange, but the Transfer Agent and
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.
This Class B Certificate may not be acquired by or for the account
of any benefit plan, trust or account, including an individual retirement
account, that is subject to the Employee Retirement Income Security Act of
1974, as amended, or that is described in Section 4975(e)(1) of the Internal
Revenue Code of 1986, as amended, or an entity whose underlying assets include
plan assets by reason of a plan's investment in such entity (a "Benefit Plan").
By accepting and holding this Class B Certificate, the Holder hereof shall be
deemed to have represented and warranted that it is not a Benefit Plan. By
acquiring any interest in this Class B Certificate, the applicable Certificate
Owner or Owners shall be deemed to have represented and warranted that it or
they are not Benefit Plans.
A-2-7
<PAGE> 74
Prior to due presentation of this Class B Certificate for
registration of transfer, the Transfer Agent and Registrar, the Paying Agent
and the Trustee and any agent of any of them may treat the person in whose name
this Class B Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Paying Agent or the Transfer Agent and Registrar
nor any agent of any of them shall be affected by notice to the contrary except
in certain circumstances described in the Agreement.
This Class B Certificate shall be construed in accordance with and
governed by the laws of the State of New York, without reference to its
conflict of law provisions.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Trustee, by manual signature, or by an authenticating
agent appointed by the Trustee, this Class B Certificate shall not be entitled
to any benefit under the Agreement, or be valid for any purpose.
A-2-8
<PAGE> 75
IN WITNESS WHEREOF, the Sellers have caused this Class B
Certificate to be duly executed.
ADVANTA NATIONAL BANK USA
By:________________________
Vice President
ADVANTA NATIONAL BANK
By:________________________
Vice President
This is one of the Class B Certificates referred to in the within-
mentioned Agreement.
BANKER TRUST COMPANY,
as Trustee,
By:________________________
Authorized Officer
Dated: June 18, 1996
A-2-9
<PAGE> 76
__________
ASSIGNMENT
__________
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE(S)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
__________________________
: :
: :
: :
- -------------------------- -----------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)
____________________ the within certificate and all rights thereunder, and
hereby irrevocably constitutes and appoints ____________________ Attorney, with
full power of substitution in the premises, to transfer said certificate on the
books kept for registration thereof.
Dated: ________________________
______________________________
Note: The signature(s) to this
Assignment must correspond
with the name(s) as written
on the face of the within
certificate in every
particular, without
alteration or enlargement or
any change whatever.
(1) An assignee which is not a United
States Person as defined in
the Internal Revenue Code of
1986, as amended (the "Code")
must certify to the Transfer
Agent and Registrar in
writing as to such status and
such further information as
may be required under the
Code or reasonably requested
by the Transfer Agent and
Registrar.
A-2-10
<PAGE> 77
EXHIBIT B
TO SUPPLEMENT
MONTHLY PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE
ADVANTA NATIONAL BANK USA
______________________________
ADVANTA CREDIT CARD MASTER TRUST II
Series 1996-D
______________________________
The undersigned, a duly authorized representative of Advanta National
Bank USA (the "Bank"), as Seller and Servicer pursuant to the Amended and
Restated Pooling and Servicing Agreement dated as of December 1, 1993, and as
amended and restated on May 23, 1994, and as amended by Amendment Number 1
dated as of July 1, 1994, by and between Advanta National Bank USA, a national
banking association organized under the laws of the United States ("AUS"), as
Seller and Servicer, and Bankers Trust Company, as Trustee (the "Trustee"), and
as further amended by Amendment Number 2 dated as of October 6, 1995 by and
among AUS, as Seller and Servicer, Advanta National Bank ("ANB" and, together
with AUS, the "Banks") as seller (in such capacity, a "Seller" and together
with AUS as a Seller, the "Sellers") and the Trustee (as amended from time to
time, the "Pooling and Servicing Agreement"), as supplemented by the Series
1996-D Supplement dated as of June 18, 1996 (the "Supplement," and together
with the Pooling and Servicing Agreement, the "Agreement"), between the Banks
and the Trustee, does hereby certify as follows:
A) Capitalized terms used in this Certificate have their respective
meanings set forth in the Agreement. References herein to certain sections are
references to the respective sections of the Agreement.
B) AUS is Servicer under the Agreement.
C) The undersigned is a Servicing Officer.
D) The date of this notice is a Determination Date under the Agreement.
<PAGE> 78
I. APPLICATION OF CLASS A AVAILABLE FUNDS, CLASS B AVAILABLE FUNDS,
COLLATERAL AVAILABLE FUNDS, AVAILABLE INVESTOR PRINCIPAL
COLLECTIONS, AND COLLATERAL PRINCIPAL COLLECTIONS.
Pursuant to the Supplement, the Servicer does hereby instruct the
Trustee (i) to make the following withdrawals from the Collection
Account with respect to the Distribution Date and (ii) to apply
the proceeds of such withdrawals in accordance with referenced
Sections of the Supplement:
<TABLE>
<S> <C> <C>
A) Class A Available Funds (Section 4.5(a)):
----------------------------------------
(1) Class A Monthly
Interest . . . . . . . . . . . . . . . . . . . . $__________
(2) Overdue Class A Monthly Interest . . . . . . . . $__________
(3) Class A Additional
Interest . . . . . . . . . . . . . . . . . . . . $__________
(4) Class A Servicing Fee . . . . . . . . . . . . . . $__________
(5) Overdue Class A
Servicing Fee . . . . . . . . . . . . . . . . . . $__________
(6) Class A Investor Default Amount (to be treated
as Available Investor Principal Collections) . . $__________
(7) Excess Spread . . . . . . . . . . . . . . . . . . $__________
B) Class B Available Funds (Section 4.5(b)):
----------------------------------------
(1) Class B Monthly Interest . . . . . . . . . . . . $__________
(2) Overdue Class B Monthly Interest . . . . . . . . $__________
(3) Class B Additional
Interest . . . . . . . . . . . . . . . . . . . . $__________
(4) Class B Servicing Fee . . . . . . . . . . . . . . $__________
(5) Overdue Class B
Servicing Fee . . . . . . . . . . . . . . . . . . $__________
(6) Excess Spread . . . . . . . . . . . . . . . . . . $__________
C) Collateral Available Funds (Section 4.5(c))
-------------------------------------------
(1) Collateral Servicing Fee, if any . . . . . . . . $__________
(2) Overdue Collateral Servicing Fee, if any . . . . $__________
(3) Excess Spread . . . . . . . . . . . . . . . . . . $__________
</TABLE>
B-2
<PAGE> 79
<TABLE>
<S> <C> <C>
D) Available Investor Principal Collections and Collateral
Principal Collections (Sections 4.5(d), (e), (f) and (g)):
----------------------------------------------------------
(1) Class A Monthly
Principal . . . . . . . . . . . . . . . . . . . . $__________
(2) Class B Monthly
Principal . . . . . . . . . . . . . . . . . . . . $__________
(3) Collateral Monthly
Principal . . . . . . . . . . . . . . . . . . . . $__________
(4) Shared Principal Collections (available for
other Series in Group One) . . . . . . . . . . . $__________
E) Excess Spread (Section 4.7):
----------------------------
(1) Class A Required Amount . . . . . . . . . . . . .
$__________
(2) Class A Investor Charge-Offs (to be treated as
Available Investor Principal Collections) . . . . $__________
(3) Portion of Class B Required Amount payable in
respect of interest and servicing . . . . . . . . $__________
(4) Class B Investor Default Amount (to be treated
as Available Investor Principal Collections) . . $__________
(5) Reimbursement of prior reductions in Class B
Invested Amount (to be treated as Available
Investor Principal Collections) . . . . . . . . . $__________
(6) Collateral Monthly Interest, Overdue Collateral
Monthly Interest and Collateral Additional
Interest . . . . . . . . . . . . . . . . . . . . $__________
(7) Any unpaid Collateral Servicing Fee and any
unpaid overdue Collateral Servicing Fee . . . . . $__________
(8) Collateral Default Amount (to be treated as
Available Investor Principal Collections) . . . . $__________
</TABLE>
B-3
<PAGE> 80
<TABLE>
<S> <C> <C>
(9) Reimbursement of prior reductions in Collateral
Invested Amount (to be treated as Collateral
Principal Collections) . . . . . . . . . . . . . $__________
(10) Excess of Required Cash Collateral Amount over
Available Cash Collateral Amount . . . . . . . . $__________
(11) Aggregate of other amounts payable to the
Collateral Interest Holder . . . . . . . . . . . $__________
(12) Excess of Required Reserve Account Amount over
the amount or deposit in Reserve Account . . . . $__________
(13) Excess Finance Charges (available for other
Series in Group One) . . . . . . . . . . . . . . $__________
F) Reallocated Principal Collections (Section 4.8):
-----------------------------------------------
(1) Payable in respect of Class A Required Amount . . $__________
(2) Payable in respect of Class B Required Amount . . $__________
(3) Balance (to be treated as Available Investor
Principal Collections) . . . . . . . . . . . . . $__________
G) Excess Finance Charges (Section 4.9):
------------------------------------
(1) Finance Charge Shortfall for Series 1996-D . . . $__________
(2) Excess Finance Charges
from other Series in
Group One allocated to Series 1996-D . . . . . . $__________
H) Shared Principal Collections (Section 4.10):
-------------------------------------------
(1) Principal Shortfall for Series 1996-D . . . . . . $__________
(2) Shared Principal Collections from other Series
in Group One allocated to Series 1996-D . . . . . $__________
</TABLE>
B-4
<PAGE> 81
<TABLE>
<S> <C> <C>
I) Yield Supplement Account Collections (Assignment No. 20):
---------------------------------------------------------
(1) Amount withdrawn from the Yield Supplement
Account as Collections of Finance Charge
Receivables . . . . . . . . . . . . . . . . . . . $__________
</TABLE>
II. PRE-FUNDING ACCOUNT
-------------------
Pursuant to Section 4.16 of the Supplement, the Servicer hereby
instructs the Trustee (i) to make the following withdrawal from the
Pre-Funding Account and (ii) to apply the proceeds of such
withdrawal in accordance with Section 4.16 of the Supplement.
<TABLE>
<S> <C> <C>
(1) Interest and other investment income on the
Pre-Funded Amount . . . . . . . . . . . . . . . $__________
(2) Pre-Funded Amount, if any, (to be applied to
payment of principal following Funding Period) . $__________
</TABLE>
III. NOTIFICATION OF WITHDRAWALS
---------------------------
FROM THE CASH COLLATERAL ACCOUNT
--------------------------------
Pursuant to Section 4.12 of the Supplement, the Servicer hereby
instructs the Trustee (i) to make the following withdrawals from
the Cash Collateral Account with respect to the Distribution Date
and (ii) to apply the proceeds of such withdrawals in accordance
with Section 4.12 of the Supplement.
<TABLE>
<S> <C> <C>
(1) Required Draw Amount . . . . . . . . . . . . . . $__________
(2) Cash Enhancement Surplus . . . . . . . . . . . . $__________
</TABLE>
B-5
<PAGE> 82
IN WITNESS WHEREOF, the undersigned has duly executed this certificate
this ____ day of __________, 199__.
ADVANTA NATIONAL BANK USA,
as Servicer
By:________________________
Servicing Officer
B-6
<PAGE> 83
EXHIBIT C
TO SUPPLEMENT
FORM OF MONTHLY CERTIFICATEHOLDER'S STATEMENT
(To be delivered by the Paying Agent on behalf
of the Trustee on each Distribution Date
pursuant to Section 5.2(b) of the Supplement)
ADVANTA NATIONAL BANK USA
______________________________
ADVANTA CREDIT CARD MASTER TRUST II
SERIES 1996-D
______________________________
Under the Amended and Restated Pooling and Servicing Agreement dated as
of December 1, 1993, and as amended and restated on May 23, 1994, and as amended
by Amendment Number 1 dated as of July 1, 1994, by and between Advanta National
Bank USA, a national banking association organized under the laws of the United
States ("AUS"), as Seller and Servicer, and Bankers Trust Company, as Trustee
(the "Trustee"), and as further amended by Amendment Number 2 dated as of
October 6, 1995 among AUS, as Seller and Servicer, Advanta National Bank ("ANB"
and, together with AUS, the "Banks") as seller (in such capacity, a "Seller" and
together with AUS as Seller, the "Sellers") and the Trustee (as amended from
time to time, the "Amended and Restated Pooling and Servicing Agreement"), as
supplemented by the Series 1996-D Supplement dated as of June 18, 1996 (the
"Supplement," and together with the Pooling and Servicing Agreement, the
"Agreement"), between the Banks and the Trustee. AUS, as Servicer, is required
to prepare certain information each month regarding current distributions to all
Series 1996-D Certificateholders. This statement relates to the ____________
Distribution Date (the "Distribution Date") and the performance of the ADVANTA
Credit Card Master Trust II (the "Trust") during the prior Monthly Period (the
"Monthly Period"). Certain of the information is presented on the basis of an
original principal amount of $1,000 per Series 1996-D Certificate. Certain
other information is presented based on the aggregate amounts for the Trust as a
whole. All capitalized terms used herein shall have the respective meanings set
forth in the Agreement.
<TABLE>
<S> <C> <C>
1. The total amount of the distribution on the Distribution Date per
$1,000 original principal amount of the Class A Certificates . . . . $__________
</TABLE>
<PAGE> 84
<TABLE>
<S> <C> <C>
2. The total amount of the distribution on the Distribution Date per
$1,000 original principal amount of the Class B Certificates . . . . $__________
3. The amount of the distribution set forth in paragraph 1 above in
respect of principal per $1,000 original principal amount of the
Class A Certificates . . . . . . . . . . . . . . . . . . . . . . . . $__________
4. The amount of the distribution set forth in paragraph 2 above in
respect of principal per $1,000 original principal amount of the
Class B Certificates . . . . . . . . . . . . . . . . . . . . . . . . $__________
5. The amount of the distribution set forth in paragraph 1 above in
respect of interest per $1,000 original principal amount of the Class
A Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________
6. The amount of the distribution set forth in paragraph 2 above in
respect of interest per $1,000 original principal amount of the Class
B Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . $__________
7. The aggregate amount of Collections of Receivables processed for the
prior Monthly Period which were allocated
in respect of Series 1996-D . . . . . . . . . . . . . . . . . . . . . $__________
8. The aggregate amount of Collections of Principal Receivables
processed during the prior Monthly Period and allocated
in respect of Series 1996-D . . . . . . . . . . . . . . . . . . . . . $__________
9. The aggregate amount of Reallocated Principal Collections with
respect to the prior Monthly Period . . . . . . . . . . . . . . . . . $__________
10. The aggregate amount of Collections of Finance Charge Receivables
processed during the prior Monthly Period and allocated in respect of
the Class A Certificates . . . . . . . . . . . . . . . . . . . . . . $__________
11. The aggregate amount of Collections of Finance Charge Receivables
processed during the prior Monthly Period and allocated in respect of
the Class B Certificates . . . . . . . . . . . . . . . . . . . . . . $__________
12. The Principal Allocation Percentage(s) during the prior Monthly
Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ____% [Dates]
____% [Dates]
13. The Floating Allocation Percentage(s) during the prior Monthly Period ____% [Dates]
____% [Dates]
</TABLE>
C-2
<PAGE> 85
<TABLE>
<S> <C> <C>
14. The aggregate outstanding balance of Accounts which are 30, 60, 90, $__________
120, 150 and 180 or more days delinquent as of the end of the prior $__________
Monthly Period is . . . . . . . . . . . . . . . . . . . . . . . . . . $__________
$__________
$__________
$__________
15. The Class A Investor Default Amount for the prior Monthly Period is . $__________
16. The Class B Investor Default Amount for the prior Monthly Period is . $__________
17. The Collateral Default Amount for the prior Monthly Period . . . . . $__________
18. The aggregate amount of Class A Investor Charge-Offs for the prior
Monthly Period is . . . . . . . . . . . . . . . . . . . . . . . . . . $__________
19. The aggregate amount of Class B Investor Charge-Offs for the prior
Monthly Period is . . . . . . . . . . . . . . . . . . . . . . . . . . $__________
20. The aggregate amount of Collateral Charge-Offs for the prior Monthly
Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $__________
21. The aggregate amount of Class A Investor Charge-Offs reimbursed on
the Distribution Date is . . . . . . . . . . . . . . . . . . . . . . $__________
22. The aggregate amount of Class B Investor Charge-Offs reimbursed on
the Distribution Date is . . . . . . . . . . . . . . . . . . . . . . $__________
23. The aggregate amount of Collateral Charge-Offs reimbursed on the
Distribution Date . . . . . . . . . . . . . . . . . . . . . . . . . $__________
24. The amount of the Class A Servicing Fee for the prior Monthly Period
is . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $__________
25. The amount of the Class B Servicing Fee for the prior Monthly Period
is . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $__________
26. The amount of Collateral Servicing Fee for the prior Monthly Period
is . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $__________
27. The amount of Servicer Interchange for the prior Monthly Period . . . $__________
28. The Class A Investor Amount after giving effect to any payments on
the Distribution Date is . . . . . . . . . . . . . . . . . . . . . . $__________
29. The Class A Invested Amount after giving effect to any payments on
the Distribution Date is . . . . . . . . . . . . . . . . . . . . . . $__________
</TABLE>
C-3
<PAGE> 86
<TABLE>
<S> <C> <C>
30. The Class B Investor Amount after giving effect to any payments on
the Distribution Date is . . . . . . . . . . . . . . . . . . . . . . $__________
31. The Class B Invested Amount after giving effect to any payments on
the Distribution Date is . . . . . . . . . . . . . . . . . . . . . . $__________
32. The amount, if any, by which the outstanding principal balance of the
Class A Certificates exceeds the
Class A Investor Amount after giving effect to any activity on the
Distribution Date is . . . . . . . . . . . . . . . . . . . . . . . . $__________
33. The amount, if any, by which the outstanding principal balance of the
Class B Certificates exceeds the
Class B Investor Amount after giving effect to any activity on the
Distribution Date is . . . . . . . . . . . . . . . . . . . . . . . . $__________
34. The Available Cash Collateral Amount as of the close of business on
the Distribution Date is . . . . . . . . . . . . . . . . . . . . . . $__________
35. The Collateral Interest as of the close of business on the
Distribution Date . . . . . . . . . . . . . . . . . . . . . . . . . . $__________
36. The amount on deposit in the Cash Collateral Account as of the close
of business on the Distribution Date is . . . . . . . . . . . . . . . $__________
37. The amount on deposit in the Principal Funding Account as of the
close of business on the Distribution Date is . . . . . . . . . . . $__________
38. The amount on deposit in the Pre-Funding Account as of the close of
business on the Distribution Date is . . . . . . . . . . . . . . . . $__________
39. The amount on deposit in the Reserve Account as of the close of
business on the Distribution Date is . . . . . . . . . . . . . . . . $__________
40. The amount by which the Net Portfolio Yield for the prior Monthly
Period exceeds the Base Rate for such Monthly Period . . . . . . . . $__________
</TABLE>
C-4
<PAGE> 87
<TABLE>
<S> <C> <C>
41. The Net Portfolio Yield for the prior Monthly Period is . . . . . . . $__________
42. The Base Rate for the Prior Monthly Period is . . . . . . . . . . . . $__________
43. The amount of Interchange with respect to the prior Monthly Period is $__________
44. The Deficit Controlled Amortization Amount (after giving effect to
any activity on the Distribution Date) . . . . . . . . . . . . . . . $__________
</TABLE>
ADVANTA NATIONAL BANK USA,
as Servicer
By:________________________
Title:
C-5
