CUSIP No. $ ------------------ (Not an interest in or obligation of Fleet Bank (RI), National Association 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 (as amended and restated as of May 23, 1994, and as amended by Amendment Number 1, dated as of July 1, 1994, as further amended by Amendment Number 2, dated as of October 6, 1995, as further amended by Amendment Number 3, dated as of February 20, 1998, and as further amended by Amendment Number 4, dated as of May 14, 1999, and as assigned by Advanta National Bank to the Bank pursuant to an Assignment and Assumption Agreement, dated as of February 20, 1998, among Advanta National Bank, the Bank, Fleet Credit Card, LLC, and Bankers Trust Company, as trustee, the "Amended and Restated Pooling and Servicing Agreement") between the Bank, as seller (in such capacity together with its predecessors as sellers during such period as any such predecessors were sellers, the "Seller") and servicer (in such capacity, the "Servicer"), and Bankers Trust Company, as trustee (the "Trustee"), as supplemented by the Series 1999-C Supplement, dated as of November 3, 1999, by and between the Bank, as Seller and Servicer, and the Trustee. The Amended and Restated Pooling and Servicing Agreement, the Series 1999-C 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 the Bank 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 the Seller or any affiliate of the Seller and collections thereon. The 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 Seller has conveyed and the Seller 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, such summary is qualified in its entirety by the terms and provisions of the Agreement and reference is made to the 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 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxtention: 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. -------------- * VISA and MasterCard are registered trademarks of VISA USA, Inc., and MasterCard International Incorporated, respectively. 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 Seller 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 Seller, 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 1999-C 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 Seller. 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 October 2004 Distribution Date but may be paid earlier. Subject to prior termination as provided in the Agreement, the interest of the Series 1999-C Certificateholders in the Trust will terminate following the earliest of (i) the date on which the Investor Amount is paid in full, (ii) the April 2007 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 Seller to be included in Finance Charge Receivables. This Certificate is one of a series of Certificates entitled "Fleet Credit Card Master Trust II, Class A 6.90% Asset Backed Certificates, Series 1999-C" (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 Seller as Holder of the Bank 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 1999-C Certificates and the Collateral Interest 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 Invested Amount is $300,000,000. 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 $252,750,000. The Class A Invested Amount for any date of determination will be an amount equal to (a) the Class A Initial Invested Amount, minus (b) the aggregate amount of principal payments made to the Class A Certificateholders on or prior to such date, minus (c) 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 (d) the Principal Funding Account Balance (but not in excess of the Class A Initial Invested Amount) on such date. 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 December 15, 1999, in an amount equal to one-twelfth of the product of (i) 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 December 1999 Distribution Date, the amount of interest distributed on the Class A Certificates will be $2,034,638. The Class A Certificates will bear interest at the rate of 6.90% per annum (the "Class A Certificate Rate"). On each Distribution Date with respect to the 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 on such Distribution Date, will be deposited in the Principal Funding Account for payment to the Class A Certificateholders on the earlier to occur of the Class A Expected Final Distribution Date or 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 Invested Amount during the Revolving Period the Seller will have the option (to be exercised in its sole discretion) to repurchase the Certificates. This Class A Certificate does not represent an obligation of, or an interest in, FleetBoston Financial, the Bank, 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 Seller and the Trustee, without Certificateholder consent, provided that (i) the Seller shall have delivered to the Trustee an Officer's Certificate to the effect that the 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 1999-C 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 Seller 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 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.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Fleet Bank National Association /Ri/)

CUSIP No. $ $------------------ (Not an interest in or obligation of Fleet Bank (RI), National ~~Association~~ Association, 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 (as amended and restated ~~as of~~ on May 23, 1994, and as amended by Amendment Number 1, dated as of July 1, 1994, as further amended by Amendment Number 2, dated as of October 6, 1995, as further amended by Amendment Number 3, dated as of February 20, 1998, and as further amended by Amendment Number 4, dated as of May 14, 1999, and as assigned by Advanta National Bank to the Bank pursuant to an Assignment and Assumption Agreement, dated as of February 20, 1998, among Advanta National Bank, the Bank, Fleet Credit Card, LLC, and Bankers Trust Company, as trustee, the "Amended and Restated Pooling and Servicing Agreement") between the Bank, as seller (in such ~~capacity~~ capacity, together with its ~~predecessors~~ predecessor as sellers during such period as any such predecessors were sellers, the "Seller") and servicer (in such capacity, the "Servicer"), ) and Bankers Trust Company, as trustee (the "Trustee"), as supplemented by the Series 1999-C D Supplement, dated as of November 3, 1999, by and between the Bank, as Seller and Servicer, and the Trustee. The Amended and Restated Pooling and Servicing Agreement, the Series 1999-C 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 the Bank 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 the Seller or any affiliate of the Seller and collections thereon. The ~~Seller~~ 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 Seller has conveyed and the Seller 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 B Certificate does not purport to summarize the Agreement, such summary is qualified in its entirety by the terms and provisions of the Agreement and reference is made to the 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 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxtention: 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. ~~--------------~~ -------- * VISA and MasterCard are registered trademarks of VISA USA, Inc., and MasterCard International Incorporated, respectively. This Class A B Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement to which the Holder of this Class A B Certificate by virtue of the acceptance hereof assents and is bound. It is the intent of the Seller and the Class A 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 A B Certificates will be treated as indebtedness secured by the Receivables. The Servicer, by entering into the Agreement, and the Seller, the Holder of the Bank Certificate, each Holder of a Class ~~A Certificate~~ B Certificate, and each Holder of a Class B A Certificate, by acceptance of its Certificate, agrees to treat the Series 1999-C 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 Seller. Subject to the terms of the Agreement, payments of principal of the Class A B Certificates are limited to the unpaid Class A B Investor Amount, which may be less than the unpaid principal balance of the Class A B Certificates, pursuant to the terms of the Agreement. Principal payments on the Class B Certificates will not be made unless the Class A Certificates are paid in full. All principal of and interest on the Class A B Certificates is scheduled to be paid by the October 2004 Distribution ~~Date~~ Date, but may be paid earlier. Subject to prior termination as provided in the Agreement, the interest of the Series 1999-C D Certificateholders in the Trust will terminate following the earliest of (i) the date on which the Investor Amount is paid in ~~full,~~ full and (ii) the April 2007 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 Seller to be included in Finance Charge Receivables. This Certificate is one of a series of Certificates entitled "Fleet Credit Card Master Trust II, Class ~~A 6.90%~~ B Floating Rate Asset Backed Certificates, Series 1999-CD" (the "Class A 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 ~~A Certificates,~~ B Certificates and in part to the Holders of the Class B 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 Seller as Holder of the Bank Certificate and the Holders of any outstanding 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 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 1999-C D Certificates and the Collateral Interest 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 Invested Amount is $~~300,000,000~~600,000,000. 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 B Initial Invested Amount is $~~252,750,000~~45,000,000. The Class A B Invested Amount for any date ~~of determination~~ will be an amount equal to (a) the Class A B Initial Invested Amount, minus (b) the aggregate amount of principal payments made to the Class A B Certificateholders on or prior to such date, minus (c) the excess, if any, of the aggregate amount of Class A B Investor Charge-Offs for all prior Distribution Dates over the aggregate amount of any reimbursement of Class A B Investor Charge-Offs ~~reimbursed prior to~~ for all Distribution Dates preceding such date, minus (d) the amount of Reallocated Principal Collections allocated on all prior Distribution Dates, minus (e) 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, plus (f) 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 (c), (d) and (e), and minus (g) the positive difference, if any, between the Principal Funding Account Balance ~~(but not in excess of~~ and the Class A ~~Initial Invested Amount)~~ Investor Amount on such date; 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 December 15, 1999, in an amount equal to ~~one-twelfth of~~ 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 A B Certificate Rate, and (ii) the outstanding principal amount of the Class A B Certificates as of the ~~close of business on the~~ preceding Record Date (or, in the case of the first Distribution Date as of the Closing Date~~; provided, however, with respect to the December 1999 Distribution Date, the amount of interest distributed on the Class A Certificates will be $2,034,638~~). The Class A B Certificates will bear interest for each Interest Period at the rate of ~~6.90~~0.50% per annum above LIBOR determined as set forth below (the "Class A B Certificate Rate"). On each Distribution Date with respect to the 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 on such Distribution Date, will be deposited in the Principal Funding Account for payment to the Class A Certificateholders on the earlier to occur of the Class A Expected Final Distribution Date or 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 Invested Amount during the Revolving Period the Seller will have the option (to be exercised in its sole discretion) to repurchase the Certificates. This Class A Certificate does not represent an obligation of, or an interest in, FleetBoston Financial, the Bank, 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 Seller and the Trustee, without Certificateholder consent, provided that (i) the Seller shall have delivered to the Trustee an Officer's Certificate to the effect that the 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 1999-C 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 Seller 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 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.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Fleet Bank National Association /Ri/)

CUSIP No. ~~$ ------------------~~ $__________________ (Not an interest in or obligation of Fleet Bank (RI), National ~~Association~~ Association, 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 (as amended and restated ~~as of~~ on May 23, 1994, and as amended by Amendment Number 1, dated as of July 1, 1994, as further amended by Amendment Number 2, dated as of October 6, 1995, as further amended by Amendment Number 3, dated as of February 20, 1998, and as further amended by Amendment Number 4, dated as of May 14, 1999, as further amended by Amendment Number 5, dated as of December 29, 2000 and as assigned by Advanta National Bank to the Bank pursuant to an Assignment and Assumption Agreement, dated as of February 20, 1998, among Advanta National Bank, the Bank, Fleet Credit Card, LLC, and Bankers Trust Company, as trustee, the "Amended and Restated Pooling and Servicing Agreement") between the Bank, as seller (in such ~~capacity~~ capacity, together with its ~~predecessors~~ predecessor as sellers during such period as any such predecessors were sellers, the "Seller") and servicer (in such capacity, the "Servicer"), and Bankers Trust Company, as trustee (the "Trustee"), as supplemented by the Series 1999-C Supplement, dated as of November 3, 1999, by and between the Bank, as Seller and Servicer, and the Trustee. The Amended and Restated Pooling and Servicing Agreement, the Series 1999-C 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 the Bank 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 the Seller or any affiliate of the Seller and collections thereon. The 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 Seller has conveyed and the Seller 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 B Certificate does not purport to summarize the Agreement, such summary is qualified in its entirety by the terms and provisions of the Agreement and reference is made to the 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 ~~Xxxxxx Xxxxxx~~Albany Street, ~~Xxx Xxxx~~New York, ~~Xxx Xxxx 00000~~New York 10006, ~~Xxtention~~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. ~~-------------- * VISA and MasterCard are registered trademarks of VISA USA, Inc., and MasterCard International Incorporated, respectively.~~ This Class A B Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement to which the Holder of this Class A B Certificate by virtue of the acceptance hereof assents and is bound. ~~It is the intent~~ * VISA and MasterCard are registered trademarks of ~~the Seller and the Class A Certificateholders that~~VISA USA, 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 AgreementInc., and ~~the Seller~~MasterCard International, 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 1999-C 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 Sellerrespectively. Subject to the terms of the Agreement, payments of principal of the Class A B Certificates are limited to the unpaid Class A B Investor Amount, which may be less than the unpaid principal balance of the Class A B Certificates, pursuant to the terms of the Agreement. Principal payments on the Class B Certificates will not be made unless the Class A Certificates are paid in full. All principal of and interest on the Class A B Certificates is scheduled to be paid by the ~~October 2004~~ February 2005 Distribution ~~Date~~ Date, but may be paid earlier. Subject to prior termination as provided in the Agreement, the interest of the Series ~~1999~~2001-C A Certificateholders in the Trust will terminate following the earliest of (i) the date on which the Investor Amount is paid in ~~full,~~ full and (ii) the ~~April 2007~~ August 2008 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 Seller to be included in Finance Charge Receivables. This Certificate is one of a series of Certificates entitled "Fleet Credit Card Master Trust II, Class ~~A 6.90%~~ B Floating Rate Asset Backed Certificates, Series ~~1999~~2001-CA" (the "Class A 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 ~~A Certificates,~~ B Certificates and in part to the Holders of the Class B 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 Seller as Holder of the Bank Certificate and the Holders of any outstanding 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 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 ~~1999~~2001-C A Certificates and the Collateral Interest 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 Invested Amount is $~~300,000,000~~950,000,000. 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 B Initial Invested Amount is $~~252,750,000~~66,500,000. The Class A B Invested Amount for any date ~~of determination~~ will be an amount equal to (a) the Class A B Initial Invested Amount, minus (b) the aggregate amount of principal payments made to the Class A Certificateholders on or prior to such date, minus (c) 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 (d) the Principal Funding Account Balance (but not in excess of the Class A Initial Invested Amount) on such date. 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 ~~December 15~~April 16, ~~1999~~2001, in an amount equal to ~~one-twelfth of~~ 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 A B Certificate Rate, and (ii) the outstanding principal amount of the Class A B Certificates as of the ~~close of business on the~~ preceding Record Date (or, in the case of the first Distribution Date as of the Closing Date~~; provided, however, with respect to the December 1999 Distribution Date, the amount of interest distributed on the Class A Certificates will be $2,034,638~~). The Class A B Certificates will bear interest for each Interest Period at ~~the rate of 6.90%~~ a per annum rate specified in the Supplemental Rate Letter, such rate not to exceed LIBOR for such Interest Period plus 0.50% (the "Class A B Certificate Rate"). On each Distribution Date with respect to the 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 on such Distribution Date, will be deposited in the Principal Funding Account for payment to the Class A Certificateholders on the earlier to occur of the Class A Expected Final Distribution Date or 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 Invested Amount during the Revolving Period the Seller will have the option (to be exercised in its sole discretion) to repurchase the Certificates. This Class A Certificate does not represent an obligation of, or an interest in, FleetBoston Financial, the Bank, 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 Seller and the Trustee, without Certificateholder consent, provided that (i) the Seller shall have delivered to the Trustee an Officer's Certificate to the effect that the 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 1999-C 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 Seller 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 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.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Fleet Credit Card Master Trust Ii)

CUSIP No. $ $------------------ (Not an interest in or obligation of Fleet Bank (RI), National Association 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 (as amended and restated as of May 23, 1994, and as amended by Amendment Number 1, dated as of July 1, 1994, as further amended by Amendment Number 2, dated as of October 6, 1995, as further amended by Amendment Number 3, dated as of February 20, 1998, and as further amended by Amendment Number 4, dated as of May 14, 1999, and as assigned by Advanta National Bank to the Bank pursuant to an Assignment and Assumption Agreement, dated as of February 20, 1998, among Advanta National Bank, the Bank, Fleet Credit Card, LLC, and Bankers Trust Company, as trustee, the "Amended and Restated Pooling and Servicing Agreement") between the Bank, as seller (in such capacity together with its predecessors as sellers during such period as any such predecessors were sellers, the "Seller") and servicer (in such capacity, the "Servicer"), and Bankers Trust Company, as trustee (the "Trustee"), as supplemented by the Series 1999-C D Supplement, dated as of November 3, 1999, by and between the Bank, as Seller and Servicer, and the Trustee. The Amended and Restated Pooling and Servicing Agreement, the Series 1999-C 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 the Bank 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 the Seller or any affiliate of the Seller and collections thereon. The 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 Seller has conveyed and the Seller 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, such summary is qualified in its entirety by the terms and provisions of the Agreement and reference is made to the 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 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxtention: 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. ~~--------------~~ -------- * VISA and MasterCard are registered trademarks of VISA USA, Inc., and MasterCard International Incorporated, respectively. 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 Seller 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 Seller, 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 1999-C 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 Seller. 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 October 2004 Distribution Date but may be paid earlier. Subject to prior termination as provided in the Agreement, the interest of the Series 1999-C 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 April 2007 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 Seller to be included in Finance Charge Receivables. This Certificate is one of a series of Certificates entitled "Fleet Credit Card Master Trust II, Class A ~~6.90%~~ Floating Rate Asset Backed Certificates, Series 1999-CD" (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 Seller as Holder of the Bank 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 1999-C D Certificates and the Collateral Interest 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 Invested Amount is $~~300,000,000~~600,000,000. 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 $~~252,750,000~~489,000,000. The Class A Invested Amount for any date of determination will be an amount equal to (a) the Class A Initial Invested Amount, minus (b) the aggregate amount of principal payments made to the Class A Certificateholders on or prior to such date, minus (c) 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 (d) the Principal Funding Account Balance (but not in excess of the Class A Initial Invested Amount) on such date. 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 December 15, 1999, in an amount equal to one-twelfth of the product of (i) 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 December 1999 Distribution Date, the amount of interest distributed on the Class A Certificates will be $2,034,638. The Class A Certificates will bear interest at the rate of 6.90% per annum (the "Class A Certificate Rate"). On each Distribution Date with respect to the 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 on such Distribution Date, will be deposited in the Principal Funding Account for payment to the Class A Certificateholders on the earlier to occur of the Class A Expected Final Distribution Date or 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 Invested Amount during the Revolving Period the Seller will have the option (to be exercised in its sole discretion) to repurchase the Certificates. This Class A Certificate does not represent an obligation of, or an interest in, FleetBoston Financial, the Bank, 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 Seller and the Trustee, without Certificateholder consent, provided that (i) the Seller shall have delivered to the Trustee an Officer's Certificate to the effect that the 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 1999-C 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 Seller 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 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.Invested

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Fleet Bank National Association /Ri/)

CUSIP No. ~~$ ------------------~~ $__________________ (Not an interest in or obligation of Fleet Bank (RI), National ~~Association~~ Association, 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 (as amended and restated ~~as of~~ on May 23, 1994, and as amended by Amendment Number 1, dated as of July 1, 1994, as further amended by Amendment Number 2, dated as of October 6, 1995, as further amended by Amendment Number 3, dated as of February 20, 1998, and as further amended by Amendment Number 4, dated as of May 14, 1999, and as assigned by Advanta National Bank to the Bank pursuant to an Assignment and Assumption Agreement, dated as of February 20, 1998, 64 among Advanta National Bank, the Bank, Fleet Credit Card, LLC, and Bankers Trust Company, as trustee, the "Amended and Restated Pooling and Servicing Agreement") between the Bank, as seller (in such ~~capacity~~ capacity, together with its ~~predecessors~~ predecessor as sellers during such period as any such predecessors were sellers, the "Seller") and servicer (in such capacity, the "Servicer"), ) and Bankers Trust Company, as trustee (the "Trustee"), as supplemented by the Series ~~1999~~2000-C Supplement, dated as of ~~November 3~~August 25, ~~1999~~2000, by and between the Bank, as Seller and Servicer, and the Trustee. The Amended and Restated Pooling and Servicing Agreement, the Series ~~1999~~2000-C 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 the Bank 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 the Seller or any affiliate of the Seller and collections thereon. The ~~Seller~~ 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 Seller has conveyed and the Seller 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 B Certificate does not purport to summarize the Agreement, such summary is qualified in its entirety by the terms and provisions of the Agreement and reference is made to the 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 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxtention: 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. ~~--------------~~ * VISA and MasterCard are registered trademarks of VISA USA, Inc., and MasterCard ~~International Incorporated~~International, respectively. 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 Seller and the Class A 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 A B Certificates will be treated as indebtedness secured by the Receivables. The Servicer, by entering into the Agreement, and the Seller, the Holder of the Bank Certificate, each Holder of a Class ~~A Certificate~~ B Certificate, and each Holder of a Class B A Certificate, by acceptance of its Certificate, agrees to treat the Series ~~1999~~2000-C 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 Seller. Subject to the terms of the Agreement, payments of principal of the Class A B Certificates are limited to the unpaid Class A B Investor Amount, which may be less than the unpaid principal balance of the Class A B Certificates, pursuant to the terms of the Agreement. Principal payments on the Class B Certificates will not be made unless the Class A Certificates are paid in full or the full amount of the Class A Investor Amount is on deposit in the Principal Funding Account. All principal of and interest on the Class A B Certificates is scheduled to be paid by the ~~October 2004~~ August 2005 Distribution ~~Date~~ Date, but may be paid earlier. Subject to prior termination as provided in the Agreement, the interest of the Series ~~1999~~2000-C Certificateholders in the Trust will terminate following the earliest of (i) the date on which the Investor Amount is paid in ~~full,~~ full and (ii) the ~~April 2007~~ February 2008 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 Seller to be included in Finance Charge Receivables. This Certificate is one of a series of Certificates entitled "Fleet Credit Card Master Trust II, Class ~~A 6.90%~~ B Floating Rate Asset Backed Certificates, Series ~~1999~~2000-C" (the "Class A 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 ~~A Certificates,~~ B Certificates and in part to the Holders of the Class B 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 Seller as Holder of the Bank Certificate and the Holders of any outstanding 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 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 ~~1999~~2000-C Certificates and the Collateral Interest 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 Invested Amount is $300,000,000. 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 $252,750,000. The Class A Invested Amount for any date of determination will be an amount equal to (a) the Class A Initial Invested Amount, minus (b) the aggregate amount of principal payments made to the Class A Certificateholders on or prior to such date, minus (c) 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 (d) the Principal Funding Account Balance (but not in excess of the Class A Initial Invested Amount) on such date. 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 ~~December 15~~October 16, ~~1999~~2000, in an amount equal to ~~one-twelfth of~~ 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 B Certificate Rate, and (ii) the outstanding principal amount of the Class A B Certificates as of the ~~close of business on the~~ preceding Record ~~Date; provided~~Date (or, ~~however, with respect to~~ in the ~~December 1999~~ case of the first Distribution Date, as of the ~~amount of interest distributed on the Class A Certificates will be $2,034,638~~Closing Date). The Class A B Certificates will bear interest for each Interest Period at the rate of ~~6.90~~0.39% per annum above LIBOR determined as set forth below (the "Class A B Certificate Rate"). On each Distribution Date with respect to the 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 on such Distribution Date, will be deposited in the Principal Funding Account for payment to the Class A Certificateholders on the earlier to occur of the Class A Expected Final Distribution Date or 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 Invested Amount during the Revolving Period the Seller will have the option (to be exercised in its sole discretion) to repurchase the Certificates. This Class A Certificate does not represent an obligation of, or an interest in, FleetBoston Financial, the Bank, 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 Seller and the Trustee, without Certificateholder consent, provided that (i) the Seller shall have delivered to the Trustee an Officer's Certificate to the effect that the 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 1999-C 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 Seller 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 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.

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Samples: Pooling and Servicing Agreement (Fleet Bank National Association /Ri/)

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