<PAGE>
As filed with the Securities and Exchange Commission
on January 9, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CHEVY CHASE BANK, F.S.B. CCB HOLDING CORPORATION
----------------------- -----------------------
(Exact name of registrants as specified in their charters)
United States 52-0897004 Delaware 52-0361930
- ------------- ------------- ------------ -----------------
(State of (I.R.S. Employer (State of (I.R.S. Employer
incorporation or Identification incorporation or Identification
organization) Number) organization) Number)
8401 Connecticut Avenue 913 North Market Street, Suite 405
Chevy Chase, Maryland 20815 Wilmington, Delaware 19801
---------------------------- -----------------------------------
(Address of principal executive (Address of principal executive
offices, including Zip Code) offices, including Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act: None
If this form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A(c)(1), please check
the following box. [ ]
If this form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Chevy Chase Master Credit Card Trust II
Class A Floating Rate Asset Backed Certificates, Series 1996-C
Class B Floating Rate Asset Backed Certificates, Series 1996-C
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(Title of Class)
An Index to Exhibits begins on page 5
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANTS' SECURITIES TO BE REGISTERED.
The description of the Class A Floating Rate Asset Backed Certificates and Class
B Floating Rate Asset Backed Certificates appearing under the captions entitled:
"Summary of Series Terms," "Risk Factors," "Maturity Considerations," "The
Receivables," "Series Provisions," and "Certain Federal Income Tax Consequences"
in the Prospectus Supplement dated December 5, 1996 and "Prospectus Summary,"
"Risk Factors," "The Receivables," "Description of the Certificates," "Certain
Legal Aspects of the Receivables," "Certain Federal Income Tax Consequences" and
"ERISA Considerations" in the Prospectus, dated December 5, 1996 (the
Prospectus and the Prospectus Supplement are incorporated herein by reference as
Exhibit 4.9).
ITEM 2. EXHIBITS.
Exhibit 4.1 -- Pooling and Servicing Agreement (relating to Chevy Chase Master
Credit Card Trust II), dated as of June 1, 1995 (the "Trust II
Pooling and Servicing Agreement") (incorporated by reference to
Exhibit 4.10 in the Form 8-A filed by the Registrants with the
Securities and Exchange Commission on July 17, 1995).
Exhibit 4.2 -- First Amendment, dated as of March 28, 1996, to the Trust II
Pooling and Servicing Agreement (incorporated by reference to
Exhibit 4.5 in the Form 8-K filed by Chevy Chase Master
Credit Card Trust II with the Securities and Exchange
Commission on August 21, 1996).
Exhibit 4.3 -- Second Amendment, dated as of July 1, 1996, to the Trust II
Pooling and Servicing Agreement (incorporated by reference to
Exhibit 4.6 in the Form 8-K filed by Chevy Chase Master
Credit Card Trust II with the Securities and Exchange
Commission on August 21, 1996).
Exhibit 4.4 -- Receivables Purchase Agreement, dated as of June 1, 1995
(incorporated by reference to Exhibit 4.12 in the Form 8-A
filed by the Registrants with the Securities and Exchange
Commission on July 17, 1995).
Exhibit 4.5 -- Series 1995-A Supplement to the Trust II Pooling and Servicing
Agreement, dated as of June 1, 1995 (incorporated by
reference to Exhibit 4.11 in the Form 8-A filed by the
Registrants with the Securities and Exchange Commission on
July 17, 1995).
Exhibit 4.6 -- Series 1995-C Supplement to the Trust II Pooling and Servicing
Agreement, dated as of December 1, 1995 (incorporated by
reference to Exhibit 4.3 in the Form 8-A filed by the
Registrants with the Securities and Exchange Commission on
January 11, 1996).
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<PAGE>
Exhibit 4.7 -- Series 1996-A Supplement to the Trust II Pooling and Servicing
Agreement, dated as of September 1, 1996 (incorporated by
reference to Exhibit 4.7 in the Form 8-A filed by the Registrants
with the Securities and Exchange Commission on October 31, 1996).
Exhibit 4.8 -- Series 1996-C Supplement to the Trust II Pooling and Servicing
Agreement, dated as of December 1, 1996.
Exhibit 4.9 -- Prospectus Supplement, dated December 5, 1996, together with
the Prospectus, dated December 5, 1996 (as filed with the
Securities and Exchange Commission on December 9, 1996,
pursuant to Rule 424(b)(2), which filing is incorporated
herein by reference).
Exhibit 5.1 -- Specimen certificates representing Class A Floating Rate Asset
Backed Certificates, Series 1996-C and Class B Floating Rate
Asset Backed Certificates, Series 1996-C.
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, as amended, the Registrants have duly caused this Form 8-A to be signed
on their behalf by the undersigned, thereto duly authorized.
CHEVY CHASE BANK, F.S.B.
By: /s/ Mark A. Holles
------------------------------
Name: Mark A. Holles
Title: Vice President
CCB HOLDING CORPORATION
By: /s/ Jessica L. Parker
------------------------------
Name: Jessica L. Parker
Title: President
Dated: January 9, 1997
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<PAGE>
INDEX TO EXHIBITS
Exhibits
--------
Exhibit 4.8 Series 1996-C Supplement to the Trust II
Pooling and Servicing Agreement, dated as of
December 1, 1996.
Exhibit 5.1 Specimen certificates representing Class A
Floating Rate Asset Backed Certificates,
Series 1996-C and Class B Floating Rate Asset
Backed Certificates, Series 1996-C.
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<PAGE>
EXHIBIT 4.8
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SERIES 1996-C SUPPLEMENT,
Dated as of December 1, 1996,
to the
POOLING AND SERVICING AGREEMENT,
Dated as of June 1, 1995, as amended
--------------------------------
CHEVY CHASE MASTER CREDIT CARD TRUST II
SERIES 1996-C
--------------------------------
among
CHEVY CHASE BANK, F.S.B.,
as Transferor and as Servicer,
CCB HOLDING CORPORATION,
as Transferor,
and
BANKERS TRUST COMPANY,
as Trustee,
on behalf of the Series 1996-C Holders
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<PAGE>
TABLE OF CONTENTS
-----------------
PAGE
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ARTICLE I CREATION OF SERIES 1996-C 1
Section 1.1 Designation 1
ARTICLE II DEFINITIONS 2
Section 2.1 Definitions 2
ARTICLE III SERVICER 22
Section 3.1 Servicing Compensation 22
ARTICLE IV RIGHTS OF SERIES 1996-C HOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS 23
Section 4.1 Collections and Allocations 23
Section 4.2 Determination of Monthly Interest 26
Section 4.3 Determination of Monthly Principal;
Principal Funding Account; Scheduled Accumulation Period 28
Section 4.4 Required Amount 32
Section 4.5 Application of Class A Available Funds,
Class B Available Funds, Class C Available Funds and
Available Principal Collections 34
Section 4.6 Defaulted Amounts; Investor Charge-Offs 37
Section 4.7 Excess Spread; Excess Finance Charge
Collections 39
Section 4.8 Reallocated Principal Collections 42
Section 4.9 Excess Finance Charge Collections 43
Section 4.10 Shared Principal Collections 44
Section 4.11 Reserve Account 44
Section 4.12 Cash Collateral Account 46
Section 4.13 Determination of LIBOR 51
Section 4.14 Pre-funding Account 51
Section 4.15 Increases in Invested Amount 51
(i)
<PAGE>
ARTICLE V DISTRIBUTIONS AND REPORTS TO SERIES 1996-C
HOLDERS 51
Section 5.1 Distributions 51
Section 5.2 Reports and Statements to Series 1996-C
Holders 53
ARTICLE VI PAY OUT EVENTS 54
Section 6.1 Additional Pay Out Events 54
ARTICLE VII OPTIONAL REPURCHASE; SERIES TERMINATION 55
Section 7.1 Optional Repurchase 55
Section 7.2 Series Termination 56
ARTICLE VIII FINAL DISTRIBUTIONS 56
Section 8.1 Sale of Receivables or Certificateholders'
Interest pursuant to Section 2.06 or 10.01 of the
Agreement and Section 7.1 or 7.2 of this Supplement 56
Section 8.2 Distribution of Proceeds of Sale,
Disposition or Liquidation of the Receivables pursuant
to Section 9.02 of the Agreement 58
ARTICLE IX FORM OF SECURITIES 60
Section 9.1 Book-Entry Certificates 60
Section 9.2 Uncertificated Securities 60
Section 9.3 ERISA Matters 60
ARTICLE X MISCELLANEOUS PROVISIONS 60
Section 10.1 Ratification of Agreement 60
Section 10.2 Counterparts 61
Section 10.3 Governing Law 61
Section 10.4 Determination of Material Adverse Effect 61
Section 10.5 Amendments 61
Section 10.6 Transferors' Direction to Trustee 63
Section 10.7 No Petition 63
Section 10.8 Third Party Beneficiaries 63
(ii)
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ARTICLE XI INTERCHANGE 63
Section 11.1 Interchange 63
EXHIBITS
EXHIBIT A-1 Form of Class A Certificate
EXHIBIT A-2 Form of Class B Certificate
EXHIBIT B Form of Monthly Payment Instructions and Notification to the
Trustee
EXHIBIT C Form of Monthly Certificateholders' Statement
EXHIBIT D Form of Monthly Servicer's Certificate
EXHIBIT E ERISA Legend
(iii)
<PAGE>
This SERIES 1996-C SUPPLEMENT, dated as of December 1, 1996 (as
amended and supplemented, the "SUPPLEMENT"), among CHEVY CHASE BANK, F.S.B.,
a federally chartered stock savings bank, as Transferor and Servicer, CCB
HOLDING CORPORATION, a Delaware corporation, as Transferor, and BANKERS TRUST
COMPANY, a New York banking corporation, as Trustee.
Pursuant to the Pooling and Servicing Agreement, dated as of June
1, 1995 (as amended and supplemented, the "AGREEMENT"), among the
Transferors, the Servicer and the Trustee, the Transferors have created the
Chevy Chase Master Credit Card Trust II (the "TRUST"). Section 6.03 of the
Agreement provides that the Transferors 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 Transferors and the Trustee shall
create a new Series of Investor Certificates and specify the Principal Terms
thereof. In addition, certain terms of the Class C Interests and certain
related matters shall be specified in the Class C Supplemental Agreement,
which is a supplement to this Supplement. References to this Supplement
shall, unless the context otherwise requires, include the Class C
Supplemental Agreement.
ARTICLE I
CREATION OF SERIES 1996-C
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 the
"Chevy Chase Master Credit Card Trust II, Series 1996-C." The Series of
Investor Certificates created hereby shall be issued in three Classes, the
first of which shall be known as the "Class A Floating Rate Asset Backed
Certificates, Series 1996-C," the second of which shall be known as the
"Class B Floating Rate Asset Backed Certificates, Series 1996-C" and the
third of which shall be known as the "Class C Floating Rate Asset Backed
Interests, Series 1996-C." Except as expressly provided herein, the Class C
Interests shall be deemed to be "Investor Certificates" for all purposes
under the Agreement and this Supplement. The Class C Interests shall be
issued in uncertificated form. Notwithstanding anything to the contrary in
the Agreement, (i) none of the Class B Certificateholders or the Class C
Interest Holders shall be deemed to be a Series Enhancer for Series 1996-C
and (ii) the Cash Collateral Depositor or the Spread Account Residual
Interest Holder shall be deemed to be a Series Enhancer only if such Person
is not a Transferor, the Servicer or an Affiliate thereof.
(b) Series 1996-C shall be included in Group I and shall be a
Principal Sharing Series. Series 1996-C shall not be subordinated to any other
Series. Notwithstanding any provision
<PAGE>
in the Agreement or in this Supplement to the contrary, the first
Distribution Date with respect to Series 1996-C shall be the February 1997
Distribution Date and the first Monthly Period shall be the period from the
Closing Date until January 31, 1997.
(c) The Class C Interest Holders, as holders of "Investor
Certificates" under the Agreement, shall be entitled to the benefits of the
Agreement and this Supplement (including the Class C Supplemental Agreement).
Notwithstanding the foregoing, except as expressly provided herein, the
provisions of Article VI and Article XII of the Agreement relating to the
registration, form, execution, authentication, delivery, presentation,
cancellation, exchange, disposal and surrender of Registered Certificates
shall not apply to the Class C Interests.
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 PERIOD FACTOR" shall mean, for each Monthly Period, a
fraction, the numerator of which is equal to the sum of the series invested
amounts of all outstanding Series, and the denominator of which is equal to
the sum of (a) the Series Invested Amount, (b) the series invested amounts of
all outstanding Series (other than Series 1996-C) which are not expected to
be in their revolving periods, and (c) the series invested amounts of all other
outstanding Series which are not Principal Sharing Series and are expected to be
in their revolving periods.
"ADDITIONAL INTEREST" shall mean, with respect to any Distribution
Date, the sum of the Class A Additional Interest, the Class B Additional
Interest and the Class C Additional Interest for such Distribution Date.
"ADJUSTED INVESTED AMOUNT" shall mean, with respect to any date of
determination, an amount equal to the Invested Amount less the Principal
Funding Account Balance on such date of determination.
"AGREEMENT" shall have the meaning provided in the second paragraph
of this agreement.
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<PAGE>
"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 Account to be made with respect to such
date) and (b) the Required Cash Collateral Amount for such Distribution Date.
"AVAILABLE PRINCIPAL COLLECTIONS" shall mean, with respect to any
Monthly Period and the related Distribution Date, an amount equal to the sum of
(a)(i) an amount equal to the Principal Allocation Percentage of all Collections
in respect of Principal Receivables received during such Monthly Period for such
Monthly Period MINUS (ii) the amount of Reallocated Principal Collections with
respect to such Monthly Period that are retained in the Collection Account
pursuant to Section 4.1(c) which pursuant to Section 4.8(a) or (b) are required
to fund any deficiency in the amount to be distributed pursuant to Sections
4.5(a)(i), (ii) and (iii), 4.5(b)(i) and (ii) and 4.7(e) for the related
Distribution Date, PLUS (b) any Shared Principal Collections with respect to
other Series that are allocated to Series 1996-C in accordance with Section 4.04
of the Agreement and Section 4.10 hereof, PLUS (c) any other amounts which
pursuant to Section 4.5(a)(iii) (including any amounts allocated with respect
thereto pursuant to Section 4.7(a)) and Sections 4.7(b), (e), (f), (i) and (j)
and 4.8(c) are to be treated as Available Principal Collections with respect to
the related Distribution Date (including any amounts withdrawn from the Cash
Collateral Account in respect of the foregoing), PLUS (d) the proceeds of any
draw on the Spread Account in respect of the Class C Investor Default
Amount.
"AVAILABLE RESERVE ACCOUNT AMOUNT" shall mean, with respect to any
Distribution Date, the lesser of (a) the amount on deposit in the Reserve
Account on such date (before giving effect to any deposit to, or withdrawal
from, the Reserve Account to be made with respect to such date) and (b) the
Required Reserve Account Amount for such Distribution Date.
"AVAILABLE SPREAD ACCOUNT AMOUNT" shall have the meaning specified
in the Class C Supplemental Agreement
"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 Class C 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 Monthly Period preceding such
Distribution Date (or with respect to the first Monthly Period, the Investor
Amount as of the Closing Date).
"BOOK-ENTRY REGISTER" shall mean the register maintained pursuant
to the Class C Supplemental Agreement providing for the registration of the
Class C Interests and transfers thereof.
"CASH COLLATERAL ACCOUNT" shall have the meaning specified in
Section 4.12(a).
"CASH COLLATERAL ACCOUNT INVESTMENTS" shall mean Eligible
Investments.
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<PAGE>
"CASH COLLATERAL ACCOUNT SURPLUS" shall mean, as of any date of
determination, the amount, if any, by which 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 Account on such date) exceeds the
Required Cash Collateral Amount on such date.
"CASH COLLATERAL AGREEMENT" shall mean the Cash Collateral
Agreement among the Transferors, the Servicer, the Cash Collateral Depositor
and the Trustee, as amended, supplemented or modified from time to time as
provided therein; PROVIDED that any amendment thereto that increases the
Monthly Cash Collateral Fee to an amount greater than an annualized fee of
0.25% of the Invested Amount may not be effected unless the Rating Agency
Condition has been satisfied.
"CASH COLLATERAL DEPOSITOR" shall mean the Transferors or any
successor or assignee in such capacity.
"CLASS A ADDITIONAL INTEREST" shall have the meaning specified in
Section 4.2(a).
"CLASS A ADJUSTED INVESTED AMOUNT" shall mean, with respect to any
date of determination, an amount equal to the Class A Invested Amount less
the Principal Funding Account Balance with respect to such Class on such
date.
"CLASS A AVAILABLE FUNDS" shall mean, with respect to any Monthly
Period, an amount equal to the sum of (i) the Class A Floating Allocation
Percentage of the Collections of Finance Charge Receivables allocated to
Series 1996-C with respect to such Monthly Period (including (i) any investment
earnings, net of losses and investment expenses, on amounts on deposit in the
Pre-Funding Account on or before the related Determination Date and (ii) any
other amounts that are to be treated as Collections of Finance Charge
Receivables in accordance with the Agreement), (ii) if such Monthly Period
relates to a Distribution Date that occurs prior to (or, if the Class B
Principal Commencement Date is determined pursuant to clause (i) of the
definition thereof, on) the Class B Principal Commencement Date, the amount of
Principal Funding Investment Proceeds, if any, with respect to the related
Distribution Date, and (iii) amounts, if any, to be withdrawn from the Reserve
Account that are required to be included in Class A Available Funds with respect
to the related Distribution Date.
"CLASS A CERTIFICATE RATE" shall mean, with respect to the Class A
Certificates, for the period from and including the Closing Date through and
including January 14, 1997, for the period from and including January 15,
1997 through and including February 17, 1997, and for each Interest Period
thereafter, a rate of 0.14% per annum above LIBOR determined on the related
LIBOR Determination Date, calculated on the basis of actual days elapsed and
a 360-day year, which shall be the "Certificate Rate" (as defined in the
Agreement) for such Class.
"CLASS A CERTIFICATEHOLDER" shall mean the Person in whose name a
Class A
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<PAGE>
Certificate is registered in the Certificate Register.
"CLASS A CERTIFICATES" shall mean any one of the Certificates
executed by the Transferors and authenticated by or on behalf of the Trustee,
substantially in the form of EXHIBIT A-1.
"CLASS A EXPECTED FINAL PAYMENT DATE" shall mean the December 2003
Distribution Date.
"CLASS A 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 equal to the
Class A Adjusted Invested Amount as of the close of business on the last day
of the immediately preceding Monthly Period (or with respect to the first
Monthly Period, the Class A Initial Invested Amount) and the denominator of
which is equal to the Adjusted Invested Amount as of the close of business on
the last day of such preceding Monthly Period (or with respect to the first
Monthly Period, the Initial Invested Amount).
"CLASS A INITIAL INVESTED AMOUNT" shall mean $184,500,000.
"CLASS A INTEREST SHORTFALL" shall have the meaning specified in
Section 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 4.15, MINUS (c) the aggregate amount of principal payments
made to the Class A Certificateholders on or prior to such date (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 pursuant to
Section 4.14 (d)), 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 Section 4.6(a) for
all Distribution Dates on or prior to such date.
"CLASS A INVESTOR CHARGE-OFFS" shall have the meaning specified in
Section 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
Allocation Percentage for such Monthly Period.
"CLASS A MONTHLY INTEREST" shall have the meaning specified in
Section 4.2(a).
"CLASS A MONTHLY PRINCIPAL" shall have the meaning specified in
Section 4.3(a).
"CLASS A PRINCIPAL ALLOCATION PERCENTAGE" shall mean, with respect to
any Monthly Period (i) during the Revolving Period, the percentage equivalent
(which percentage shall never
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<PAGE>
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
immediately preceding Monthly Period (or in the case of the first Monthly
Period, the Class A Initial Invested Amount) and the denominator of which is
equal to the Invested Amount as of the close of business on the last day of
such preceding Monthly Period (or with respect to the first Monthly Period,
the Initial Invested Amount) and (ii) during the Scheduled Accumulation
Period or the Early Amortization 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 Revolving Period, and the denominator of which is equal to the
Invested Amount as of the close of business on the last day of the Revolving
Period.
"CLASS A REQUIRED AMOUNT" shall have the meaning provided in
Section 4.4(a).
"CLASS A REQUIRED DRAW AMOUNT" shall have the meaning specified in
Section 4.12(c).
"CLASS A SCHEDULED ACCUMULATION PERIOD" shall mean, unless a Pay
Out Event with respect to Series 1996-C shall have occurred prior thereto, the
period commencing as of the close of business on the last day of the September
2002 Monthly Period, or such later date as is determined in accordance with
Section 4.3(f), and ending on the first to occur thereafter of (a) the
commencement of the Early Amortization Period, or (b) the payment in full to the
Class A Certificateholders of the Class A Invested Amount.
"CLASS A SCHEDULED ACCUMULATION PERIOD LENGTH" shall have the
meaning specified in Section 4.3(f).
"CLASS A SERVICING FEE" shall have the meaning specified in Section
3.1.
"CLASS B ADDITIONAL INTEREST" shall have the meaning specified in
Section 4.2(b).
"CLASS B ADJUSTED INVESTED AMOUNT" shall mean, with respect to any
date of determination, (a) if such date occurs prior to the Class B Principal
Commencement Date, an amount equal to the Class B Invested Amount or (b) if
such date occurs on or after the Class B Principal Commencement Date, an
amount equal to the Class B Invested Amount less the Principal Funding
Account Balance (after giving effect to any portion thereof to be paid to the
Class A Certificateholders) on such date with respect to such Class.
"CLASS B AVAILABLE FUNDS" shall mean, with respect to any Monthly
Period, an amount equal to the sum of (i) the Class B Floating Allocation
Percentage of the Collections of Finance Charge Receivables allocated to Series
1996-C with respect to such Monthly Period
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<PAGE>
(including (i) any investment earnings, net of losses and investment expenses,
on amounts on deposit in the Pre-Funding Account on or prior to the related
Determination Date and (ii) any other amounts that are to be treated as
Collections of Finance Charge Receivables in accordance with the Agreement),
(ii) if such Monthly Period relates to a Distribution Date that occurs after
(or, if the Class B Principal Commencement Date is determined pursuant to clause
(ii) of the definition thereof, on) the Class B Principal Commencement Date and
prior to the Class C Principal Commencement Date, the amount of Principal
Funding Investment Proceeds, if any, with respect to the related Distribution
Date, and (iii) amounts, if any, to be withdrawn from the Reserve Account that
are required to be included in Class B Available Funds with respect to the
related Distribution Date.
"CLASS B CERTIFICATE RATE" shall mean, with respect to the Class B
Certificates, for the period from and including the Closing Date through and
including January 14, 1997, for the period from and including January 15,
1997 through and including February 17, 1997, and for each Interest Period
thereafter, a rate of 0.375% per annum above LIBOR determined on the related
LIBOR Determination Date, calculated on the basis of actual days elapsed and
a 360-day year, which shall be the "Certificate Rate" (as defined in the
Agreement) for such Class.
"CLASS B CERTIFICATEHOLDER" shall mean the Person in whose name a
Class B Certificate is registered in the Certificate Register.
"CLASS B CERTIFICATES" shall mean any one of the Certificates
executed by the Transferors and authenticated by or on behalf of the Trustee,
substantially in the form of EXHIBIT A-2.
"CLASS B DEFAULT DRAW AMOUNT" shall have the meaning specified in
Section 4.12(f).
"CLASS B EXPECTED FINAL PAYMENT DATE" shall mean the February 2004
Distribution Date.
"CLASS B 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 equal to the
Class B Adjusted Invested Amount as of the close of business on the last day
of the immediately preceding Monthly Period (or with respect to the first
Monthly Period, the Class B Initial Invested Amount) and the denominator of
which is equal to the Adjusted Invested Amount as of the close of business on
the last day of such preceding Monthly Period (or with respect to the first
Monthly Period, the Initial Invested Amount).
"CLASS B INITIAL INVESTED AMOUNT" shall mean $19,125,000.
"CLASS B INTEREST DRAW AMOUNT" shall have the meaning specified in
Section 4.12(d).
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<PAGE>
"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 4.15, MINUS (c) the aggregate amount of principal payments
made to the Class B Certificateholders on or Prior to such date (other than any
principal payments made to Class B Certificateholders from amounts on deposit
in the Pre-Funding Account on the first Distribution Date following the end of
the Funding Period pursuant to Section 4.14 (d)), MINUS (d) the aggregate amount
of Class B Investor Charge-Offs for all prior Distribution Dates, MINUS (e) the
aggregate amount of Reallocated Principal Collections allocable to the Class B
Certificates and applied on any prior Distribution Dates pursuant to Section
4.8(a), 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 aggregate amount of Excess Spread and Excess Finance
Charge Collections allocated to Series 1996-C available on or prior to such
Distribution Date pursuant to Section 4.7(f).
"CLASS B INVESTOR CHARGE-OFFS" 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 (a) the Investor Default
Amount for the related Monthly Period and (b) the Class B Floating Allocation
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 PRINCIPAL ALLOCATION 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 equal to the Class B Invested Amount as of the close of
business on the last day of the immediately preceding Monthly Period (or in
the case of the first Monthly Period, the Class B Initial Invested Amount)
and the denominator of which is equal to the Invested Amount as of the close
of business on the last day of such preceding Monthly Period (or with respect
to the first Monthly Period, the Initial Invested Amount) and (ii) during the
Scheduled Accumulation Period or the Early Amortization 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 Revolving Period, and the
denominator of which is equal to the Invested Amount as of the close of
business on the last day of the Revolving Period.
"CLASS B PRINCIPAL COMMENCEMENT DATE" shall mean (i) the Distribution
Date on which the Class A Invested Amount is paid in full, or (ii) if the Class
A Invested Amount is paid in full on the Class A Expected Final Payment Date
and the Early Amortization Period has not commenced, the Distribution Date
following the Class A Expected Final Payment Date or, if the
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commencement of the Class B Scheduled Accumulation Period is delayed as
provided in Section 4.3(g), the immediately following Distribution Date.
"CLASS B REQUIRED AMOUNT" shall have the meaning specified in
Section 4.4(b).
"CLASS B SCHEDULED ACCUMULATION PERIOD" shall mean, unless a Pay
Out Event with respect to Series 1996-C shall have occurred prior thereto,
the period commencing as of the close of business on the last day of the
Monthly Period immediately preceding the Distribution Date on which the Class
A Invested Amount is paid in full (or if the commencement of the Class B
Scheduled Accumulation Period is delayed as provided in Section 4.3(g), the
close of business on the last day of the following Monthly Period) and ending
on the first to occur thereafter of (a) the commencement of the Early
Amortization Period, or (b) the payment in full to the Class B
Certificateholders of the Class B Invested Amount.
"CLASS B SERVICING DRAW AMOUNT" shall have the meaning specified in
Section 4.12(e).
"CLASS B SERVICING FEE" shall have the meaning specified in Section
3.1.
"CLASS C ADDITIONAL INTEREST" shall have the meaning specified in
Section 4.2(c).
"CLASS C ADJUSTED INVESTED AMOUNT" shall mean, with respect to any
date of determination, (a) if such date occurs prior to the Class C Principal
Commencement Date, an amount equal to the Class C Invested Amount or (b) if
such date occurs on or after the Class C Principal Commencement Date, an
amount equal to the Class C Invested Amount less the Principal Funding
Account Balance (after giving effect to any portion thereof to be paid to the
Class A Certificateholders or the Class B Certificateholders) on such date
with respect to such Class.
"CLASS C AVAILABLE FUNDS" shall mean, with respect to any Monthly
Period, an amount equal to the sum of (i) the Class C Floating Allocation
Percentage of the Collections of Finance Charge Receivables allocated to
Series 1996-C with respect to such Monthly Period (including (i) any investment
earnings, net of losses and investment expenses, on amounts on deposit in the
Pre-Funding Account on or prior to the related Determination Date and (ii) any
other amounts that are to be treated as Collections of Finance Charge
Receivables in accordance with the Agreement), (ii) if such Monthly Period
relates to a Distribution Date that occurs after (or, if the Class C Principal
Commencement Date is determined pursuant to clause (ii) of the definition
thereof, on) the Class C Principal Commencement Date, the amount of Principal
Funding Investment Proceeds, if any, with respect to the related Distribution
Date, and (iii) amounts, if any, to be withdrawn from the Reserve Account that
are required to be included in Class C Available Funds with respect to the
related Distribution Date.
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"CLASS C DEFAULT DRAW AMOUNT" shall have the meaning specified in
Section 4.12(i).
"CLASS C EXPECTED FINAL PAYMENT DATE" shall mean the April 2004
Distribution Date.
"CLASS C 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 equal to the
Class C Adjusted Invested Amount as of the close of business on the last day
of the immediately preceding Monthly Period (or with respect to the first
Monthly Period, the Class C Initial Invested Amount) and the denominator of
which is equal to the Adjusted Invested Amount as of the close of business on
the last day of such preceding Monthly Period (or with respect to the First
Monthly Period, the Initial Invested Amount).
"CLASS C INITIAL INVESTED AMOUNT" shall mean $21,375,000.
"CLASS C INTERESTS" 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 Class C Interest Holders
hereunder and under the Class C Supplemental Agreement, 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, funds on deposit in the Cash Collateral
Account, the Reserve Account, the Pre-Funding Account, the Principal Funding
Account or any other Series Account (and any investment earnings thereon, net of
investment expenses and losses, if and to the extent specifically provided
herein) allocable thereto pursuant to the Agreement and this Supplement and
funds on deposit in the Spread Account available pursuant to the Class C
Supplemental Agreement.
"CLASS C INTEREST DRAW AMOUNT" shall have the meaning specified in
Section 4.12(g).
"CLASS C INTEREST HOLDER" shall mean the Person in whose name a
Class C Interest is registered in the Book-Entry Register.
"CLASS C INTEREST RATE" shall mean the rate designated as such in
the Class C Supplemental Agreement, which shall be the "Certificate Rate" (as
defined in the Agreement) for such Class.
"CLASS C INTEREST SHORTFALL" shall have the meaning specified in
Section 4.2(c).
"CLASS C INVESTED AMOUNT" shall mean, for any date of determination,
an amount equal to (a) the Class C Initial Invested Amount, PLUS (b) the amount
of any increases in the Class C Invested Amount during the Funding Period
pursuant to Section 4.15, MINUS (c) the aggregate amount of principal payments
made to the Class C Interest Holders on or prior to such date (other than (x)
any principal
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payments made from the proceeds of any draw made on the Spread Account for
the purpose of reimbursing previous reductions in the Class C Invested Amount
as provided in the Class C Supplemental Agreement and (y) any principal payments
made to Class C Interest Holders from amounts on deposit in the Pre-Funding
Account on the First Distribution Date following the end of the Funding Period
pursuant to Section 4.14 (d)) MINUS (d) the aggregate amount of Class C Investor
Charge-Offs for all prior Distribution Dates, MINUS (e) the aggregate amount of
Reallocated Principal Collections allocable to the Class C Interests and applied
on any prior Distribution Dates pursuant to Section 4.8(a) or (b), MINUS (f) an
amount equal to the amount by which the Class C Invested Amount has been reduced
on all prior Distribution Dates pursuant to Sections 4.6(a) and (b) and PLUS (g)
the aggregate amount of Excess Spread and Excess Finance Charge Collections
allocated to Series 1996-C available on or prior to such Distribution Date
pursuant to Section 4.7(j).
"CLASS C INVESTOR CHARGE-OFF" shall have the meaning provided in
Section 4.6(d).
"CLASS C 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 C Floating
Allocation Percentage for such Monthly Period.
"CLASS C MONTHLY INTEREST" shall have the meaning specified in
Section 4.2(c).
"CLASS C MONTHLY PRINCIPAL" shall have the meaning specified in
Section 4.3(c).
"CLASS C PRINCIPAL ALLOCATION 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 equal to the Class C Invested Amount as of the close of
business on the last day of the immediately preceding Monthly Period (or in
the case of the first Monthly Period, the Class C Initial Invested Amount)
and the denominator of which is equal to the Invested Amount as of the close
of business on the last day of such preceding Monthly Period (or with respect
to the first Monthly Period, the Initial Invested Amount) and (ii) during the
Scheduled Accumulation Period or the Early Amortization Period, the
percentage equivalent (which percentage shall never exceed 100%) of a
fraction, the numerator of which is equal to the Class C Invested Amount as
of the close of business on the last day of the Revolving Period, and the
denominator of which is equal to the Invested Amount as of the close of
business on the last day of the Revolving Period.
"CLASS C PRINCIPAL COMMENCEMENT DATE" shall mean (i) the
Distribution Date on which the Class B Invested Amount is paid in full, or
(ii) if the Class B Invested Amount is paid in full on the Class B Expected
Final Payment Date and the Early Amortization Period has not commenced, the
Distribution Date following the Class B Expected Final Payment Date or, if
the commencement of the Class C Scheduled Accumulation Period is delayed as
provided in Section 4.3(h), the immediately following Distribution Date.
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"CLASS C REQUIRED AMOUNT" shall have the meaning specified in
Section 4.4(c).
"CLASS C SCHEDULED ACCUMULATION PERIOD" shall mean, unless a Pay
Out Event with respect to Series 1996-C shall have occurred prior thereto,
the period commencing as of the close of business on the last day of the
Monthly Period immediately preceding the Distribution Date on which the Class
B Invested Amount is paid in full (or, if the commencement of the Class C
Scheduled Accumulation Period is delayed as provided in Section 4.3(h), the
close of business on the last day of the following Monthly Period) and ending
on the first to occur thereafter of (a) the commencement of the Early
Amortization Period, or (b) the payment in full to the Class C Interest
Holders of the Class C Invested Amount.
"CLASS C SERVICING DRAW AMOUNT" shall have the meaning specified in
Section 4.12(h).
"CLASS C SERVICING FEE" shall have the meaning specified in Section
3.1.
"CLASS C SUPPLEMENTAL AGREEMENT" shall mean the Class C
Supplemental Agreement by and among the Transferors, the Servicer and the
Trustee, as amended and supplemented from time to time.
"CLOSING DATE" shall mean December 12, 1996.
"CONTROLLED ACCUMULATION AMOUNT" shall mean (a) for any
Distribution Date with respect to the Class A Scheduled Accumulation Period,
one-fourteenth of the Class A Invested Amount on the first day of such
period; PROVIDED, HOWEVER, that, if the Class A Scheduled Accumulation Period
Length is determined to be less than 14 months pursuant to Section 4.3(f),
the Controlled Accumulation Amount for each Distribution Date with respect to
the Class A Scheduled Accumulation Period will be equal to (i) the product of
(x) the Class A Invested Amount on the first day of such period and (y) the
Accumulation Period Factor divided by (ii) the Required Accumulation Factor
Number; (b) for each Distribution Date with respect to the Class B Scheduled
Accumulation Period, one-half of the Class B Invested Amount on the first
day of such period; PROVIDED, HOWEVER, that if the commencement of the Class
B Scheduled Accumulation Period is delayed as provided in Section 4.3(g) the
Controlled Accumulation Amount will be equal to the Class B Invested Amount
on the first day of such period; and (c) for each Distribution Date with
respect to the Class C Scheduled Accumulation Period, one-half of the Class C
Invested Amount on the first day of such period; PROVIDED, HOWEVER, that if
the commencement of the Class C Scheduled Accumulation Period is delayed as
provided in Section 4.3(h), the Controlled Accumulation Amount will be equal
to the Class C Invested Amount on the first day of such period.
"CONTROLLED DEPOSIT AMOUNT" shall mean, for any Distribution Date with
respect to
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the Scheduled 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; PROVIDED, HOWEVER, that if the commencement of the Class B Scheduled
Accumulation Period or of the Class C Scheduled Accumulation Period is
delayed as provided in Section 4.3(g) or (h), as applicable, the Controlled
Deposit Amount with respect to the Distribution Date prior to the Class B
Principal Commencement Date or the Class C Principal Commencement Date, as
applicable, shall be zero.
"COVERED AMOUNT" shall mean (a) for any Distribution Date with
respect to the Class A Scheduled Accumulation Period or the first Special
Payment Date, if such Special Payment Date occurs on or prior to the Class A
Expected Final Payment Date, 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 in effect during such Interest Period, and (ii) the
Principal Funding Account Balance, if any, with respect to such Class as of
the preceding Distribution Date, (b) for any Distribution Date with respect
to the Class B Scheduled Accumulation Period or the first Special Payment
Date, if such Special Payment Date occurs on or after the Class B Principal
Commencement Date and on or prior to the Class B Expected Final Payment Date,
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 in effect
during such Interest Period, and (ii) the Principal Funding Account Balance,
if any, with respect to such Class as of the preceding Distribution Date, and
(c) for any Distribution Date with respect to the Class C Scheduled
Accumulation Period or the first Special Payment Date, if such Special
Payment Date occurs on or after the Class C 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 related Interest Period and the denominator
of which is 360, times (B) the Class C Interest Rate in effect during such
Interest Period, and (ii) the Principal Funding Account Balance, if any, with
respect to such Class as of the preceding Distribution Date.
"DEFICIT CONTROLLED ACCUMULATION AMOUNT" shall mean (a) on the
first Distribution Date with respect to the Class A Scheduled Accumulation
Period, the Class B Scheduled Accumulation Period or the Class C Scheduled
Accumulation Period, the excess, if any, of the Controlled Accumulation
Amount for such Distribution Date over the amount withdrawn from the
Collection Account and deposited to the Principal Funding Account as Class A
Monthly Principal, Class B Monthly Principal or Class C Monthly Principal, as
the case may be, for such Distribution Date and (b) on each subsequent
Distribution Date with respect to the Class A Scheduled Accumulation Period,
the Class B Scheduled Accumulation Period or the Class C Scheduled
Accumulation Period, the excess, if any, of the Controlled Accumulation
Amount for such subsequent Distribution Date plus any Deficit Controlled
Accumulation Amount for the prior Distribution Date over the amount withdrawn
from the Collection Account and deposited to the
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Principal Funding Account as Class A Monthly Principal, Class B Monthly
Principal or Class C Monthly Principal, as the case may be, for such
subsequent Distribution Date.
"EARLY AMORTIZATION PERIOD" shall mean the period commencing as of
the close of business on the Business Day immediately preceding the day on
which a Pay Out Event with respect to Series 1996-C is deemed to have
occurred, and ending on the first to occur of (i) the payment in full to the
Class A Certificateholders, the Class B Certificateholders and the Class C
Interest Holders of the Class A Invested Amount, the Class B Invested Amount
and the Class C Invested Amount, respectively, or (ii) the Series Termination
Date.
"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.
"FLOATING ALLOCATION PERCENTAGE" shall mean, with respect to any
day during any Monthly Period, the percentage equivalent (which percentage
shall never exceed 100%) of a fraction, (x) the numerator of which is the
Adjusted Invested Amount as of the close of business on the last day of the
immediately preceding Monthly Period (or in the case of the first Monthly
Period, the Initial Invested Amount) and (y) the denominator of which is the
greater of (a) the sum of (i) the total amount of Principal Receivables in
the Trust as of the close of business on the last day of such preceding
Monthly Period (or in the case of the first Monthly Period, the total amount
of Principal Receivables in the Trust as of the Closing Date) PLUS (ii) the
principal amount on deposit in the Special Funding Account as of the close of
business on the last day of such preceding Monthly Period (or in the case of
the first Monthly Period, as of the close of business on the Closing Date)
and (b) the sum of the numerators used to calculate the floating allocation
percentages for all Series outstanding as of the date as to which such
determination is being made; PROVIDED, that with respect to any Monthly
Period in which an Addition Date or a Removal Date occurs, the amount in
(a)(i) above shall be (A) the aggregate amount of Principal Receivables in
the Trust as of the close of business on the last day of the prior Monthly
Period (or in the case of the first Monthly Period, on the Closing Date) for
the period from and including the first day of such Monthly Period (or in the
case of the first Monthly Period, from and including the Closing Date) to but
excluding the related Addition Date or Removal Date, (B) if there is more
than one Addition Date and/or Removal Date in a Monthly Period then with
respect to each of such Dates occurring after the first of such Dates in such
Monthly Period, the aggregate amount of Principal Receivables in the Trust as
of the close of business on the immediately preceding Addition Date or
Removal Date for the period from and including such immediately preceding
Addition Date or Removal Date to but excluding such Addition Date or Removal
Date, and (C) the aggregate amount of Principal Receivables in the Trust as
of the close of business on the last Addition Date or Removal Date that
occurs during such
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Monthly Period for the period from and including such Addition Date or
Removal Date to and including the last day of such Monthly Period; PROVIDED
FURTHER that with respect to any Monthly Period during the Funding Period, if
the Invested Amount has increased during such Monthly Period, the Floating
Allocation Percentage shall be calculated for the period from and including the
day on which such increase occurred through but not including the day on which
the next such increase occurs (or, if no further increase occurs during such
Monthly Period, through and including the last day of such Monthly Period) as a
percentage equivalent (which percentage shall never exceed 100%) of a fraction,
the numerator of which is the Invested Amount on the day of such increase and
the denominator of which shall be determined as provided in clause (y) above
(after giving effect to the immediately proceeding proviso) as of each such day.
In addition, the Floating Allocation Percentage will be recalculated in
accordance with Section 4.06 of the Agreement.
"FULL INVESTED AMOUNT" shall mean $300,000,000.
"FUNDING PERIOD" shall mean the period from and including the Closing
Date to but excluding the first to occur of (x) the commencement of the Early
Amortization Period, (y) the date on which the Invested Amount first equals the
Full Invested Amount, and (z) June 30, 1997.
"GROUP I" shall mean Series 1996-C and each other Series specified
in the related Supplement to be included in Group I.
"INITIAL CASH COLLATERAL AMOUNT" shall mean $6,750,000.
"INITIAL INVESTED AMOUNT" shall mean the sum of the Class A Initial
Invested Amount, the Class B Initial Invested Amount and the Class C Initial
Invested Amount.
"INITIAL PRE-FUNDED AMOUNT" shall mean $75,000,000.
"INTERCHANGE" shall mean, with respect to each Transfer Date,
one-twelfth of 1.50% of the average-daily balance of the Principal
Receivables allocable to the Invested Amount during the preceding Monthly
Period; PROVIDED, HOWEVER, that with respect to the first Transfer Date,
Interchange will be an amount equal to the product of (a)(i) a fraction, the
numerator of which is the actual number of days from the Closing Date through
and including the last day of the Monthly Period immediately preceding such
Transfer Date and the denominator of which is 360 times (ii) 1.50% and (b) the
average daily balance of Principal Receivables allocable to the Invested Amount
during such period.
"INTEREST PAYMENT DATE" shall mean each Distribution Date beginning
with the February 1997 Distribution Date.
"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.
"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 Class C Invested
Amount as of such date.
"INVESTOR AMOUNT" or "SERIES INVESTOR AMOUNT" shall mean, as of any
date of determination, an amount equal to the sum of (a) the Invested Amount and
(b) the Pre-Funded Amount.
"INVESTOR CHARGE-OFFS" shall mean Class A Investor Charge-Offs,
Class B Investor Charge-Offs and Class C Investor Charge-Offs.
"INVESTOR DEFAULT AMOUNT" shall mean, with respect to any
Distribution Date, an amount equal to the sum of (i) principal losses on
investments of funds in the Pre-Funding Account and (ii) the product of (a) the
Defaulted Amount for the related Monthly Period and (b) the Floating Allocation
Percentage for such Monthly Period.
"LIBOR" shall mean, for any Interest Period or other period specified
in the definition of Class A Certificate Rate or Class B Certificate Rate, the
London interbank offered rate for one-
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month United States dollar deposits as determined by the Trustee for such
Interest Period or other period (commencing on the first day of such Interest
Period or other period or, if such day is not a London Business Day, the
London interbank offered rate for such deposits commencing on the next
succeeding London Business Day) in accordance with the provisions of Section
4.13.
"LIBOR DETERMINATION DATE" shall mean the second London Business
Day prior to the commencement of each Interest Period or other period
specified in the definition of Class A Certificate Rate or Class B
Certificate Rate.
"LONDON BUSINESS DAY" shall mean any Business Day on which dealings
in deposits in United States dollars are transacted in the London interbank
market.
"MONTHLY INTEREST" means, with respect to any Distribution Date,
the Class A Monthly Interest, the Class B Monthly Interest and the Class C
Monthly Interest for such Distribution Date.
"MONTHLY CASH COLLATERAL FEE" shall have the meaning provided in
the Cash Collateral Agreement.
"MONTHLY SERVICING FEE" shall have the meaning specified in Section
3.1.
"MONTHLY TOTAL PERCENTAGE ALLOCATION" shall have the meaning
specified in Section 4.1(b)(ii).
"PERCENTAGE ALLOCATION" shall have the meaning specified in Section
4.1(b)(ii).
"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 of (i) the Floating Allocation
Percentage with respect to such Monthly Period and (ii) the amount of
Collections of Finance Charge Receivables with respect to such Monthly Period
(including (i) any investment earnings, net of losses and investment expenses,
on amounts on deposit in the Pre-Funding Account on or before the related
Determination Date and (ii) any other amounts that are to be treated as
Collections of Finance Charge Receivables in accordance with the Agreement),
PLUS (b) the amount of Principal Funding Investment Proceeds for the related
Distribution Date, if any, PLUS (c) the amount of funds withdrawn from the
Reserve Account, if any, that are required to be included as Class A Available
Funds, Class B Available Funds or Class C Available Funds, in each case for the
related Distribution Date with respect to such Monthly Period, and MINUS (d) 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 (or with respect to the first Monthly Period,
the Investor Amount as of the Closing Date).
"PRE-FUNDED AMOUNT" shall mean (a) the Initial Pre-Funded Amount MINUS
(b) the amount of any increases in the Invested Amount during the Funding Period
pursuant to Section 4.15 MINUS (c) the amount of any principal losses on funds
on deposit in the Pre-Funding Account.
"PRE-FUNDING ACCOUNT" shall have the meaning specified in
Section 4.14.
"PRE-FUNDING TRANSFEROR AMOUNT" shall mean, with respect to any date
of determination (i) 7% of the sum of the aggregate amount of Principal
Receivables in the Trust on such day PLUS amounts on deposit in the Special
Funding Account on such day or (ii) such lesser amount as may be established by
an authorized representative of the Transferors with respect to such day by
notice to the Trustee and the Servicer.
"PRINCIPAL ALLOCATION PERCENTAGE" shall mean, with respect to any
day during a
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Monthly Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, (x) the numerator of which is (a) during the
Revolving Period, the Invested Amount as of the close of business on the last
day of the immediately preceding Monthly Period (or in the case of the first
Monthly Period, the Initial Invested Amount) and (b) during the Scheduled
Accumulation Period or the Early Amortization Period, the Invested Amount as
of the close of business on the last day of the Revolving Period and (y) the
denominator of which is the greater of (i) the sum of (A) the total amount of
Principal Receivables in the Trust as of the close of business on the last
day of such preceding Monthly Period (or with respect to the first Monthly
Period, the total amount of Principal Receivables in the Trust as of the
Closing Date) PLUS (B) the principal amount on deposit in the Special Funding
Account as of the close of business on the last day of such preceding Monthly
Period (or with respect to the first Monthly Period, as of the close of
business on the Closing Date) and (ii) the sum of the numerators used to
calculate the principal allocation percentages for all Series outstanding as
of the date as to which such determination is being made; PROVIDED that with
respect to any Monthly Period in which an Addition Date or a Removal Date
occurs the amount in (i)(A) above shall be (1) the aggregate amount of
Principal Receivables in the Trust as of the close of business on the last
day of the prior Monthly Period (or, in the case of the first Monthly Period,
on the Closing Date) for the period from and including the first day of such
Monthly Period (or in the case of the first Monthly Period, from and
including the Closing Date) to but excluding the related Addition Date or
Removal Date, (2) if there is more than one Addition Date and/or Removal Date
in a Monthly Period then with respect to each of such Dates occurring after
the first of such Dates in such Monthly Period, the aggregate amount of
Principal Receivables in the Trust as of the close of business on the
immediately preceding Addition Date or Removal Date for the period from and
including such immediately preceding Addition Date or Removal Date to but
excluding such Addition Date or Removal Date, and (3) the aggregate amount of
Principal Receivables in the Trust as of the close of business on the last
Addition Date or Removal Date that occurs during such Monthly Period for the
period from and including such Addition Date or Removal Date to and including
the last day of such Monthly Period; PROVIDED FURTHER that with respect to any
Monthly Period during the Funding Period, if the Invested Amount has increased
during such Monthly Period, the Principal Allocation Percentage shall be
calculated for the period from and including the day on which such increase
occurred through but not including the day on which the next such increase
occurs (or, if no further increase occurs during such Monthly Period, through
and including the last day of such Monthly Period) as a percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator of which
is the Invested Amount on the day of such increase and the denominator of which
shall be determined as provided in clause (y) above (after giving effect to the
immediately proceeding proviso) as of each such day; PROVIDED FURTHER, HOWEVER,
that if after the commencement of the Scheduled Accumulation Period or the Early
Amortization Period a Pay Out Event occurs with respect to another Series that
was designated in the Supplement therefor as a Series that is a "Paired Series"
with respect to Series 1996-C, the Transferors may, by written notice delivered
to the Trustee and the Servicer, designate a different numerator for the
foregoing fraction, provided that (I) such numerator is not less than the
Adjusted Invested Amount as of the last day of the Monthly Period preceding such
Pay Out Event (or in the case of the first Monthly Period, the Initial Invested
Amount) and (II) the Transferors shall have received written notice that the
Rating Agency Condition has been satisfied with respect to such designation and
shall have delivered copies of each such written notice to the Servicer and the
Trustee.
"PRINCIPAL FUNDING ACCOUNT" shall have the meaning specified in
Section 4.3(d)(i).
"PRINCIPAL FUNDING ACCOUNT BALANCE" shall mean, with respect to any
Distribution
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Date, the amount, if any, on deposit in the Principal Funding Account on such
date (after giving effect to any deposits to, or withdrawals from, the
Principal Funding Account to be made on such Distribution Date).
"PRINCIPAL FUNDING INVESTMENT PROCEEDS" shall have the meaning
specified in Section 4.3(d)(ii).
"PRINCIPAL SHORTFALL" shall have the meaning specified in Section
4.10.
"RATING AGENCY" shall mean Moody's, Standard & Poor's and Fitch.
Notwithstanding anything to the contrary in this Supplement, the Agreement or
the Class C Supplemental Agreement, the term "Rating Agency" when used in the
definition of Eligible Investments (including Cash Collateral Account
Investments) shall include Fitch only if such investment is rated by Fitch.
"REALLOCATED PRINCIPAL COLLECTIONS" shall mean, with respect to any
Monthly Period during the Early Amortization Period, the product of (a) the
Principal Allocation Percentage with respect to such Monthly Period of the
aggregate amount of Collections in respect of Principal Receivables deposited
in the Collection Account for such Monthly Period and (b) the sum of the
Class B Principal Allocation Percentage and Class C Principal Allocation
Percentage with respect to such Monthly Period. Reallocated Principal
Collections allocable to the Class B Certificates shall equal, with respect
to any Monthly Period, the product of (a) the Principal Allocation Percentage
with respect to such Monthly Period of the aggregate amount of Collections
in respect of Principal Receivables deposited in the Collection Account for
such Monthly Period and (b) the Class B Principal Allocation Percentage with
respect to such Monthly Period. Reallocated Principal Collections allocable
to the Class C Interests shall equal, with respect to any Monthly Period, the
product of (a) the Principal Allocation Percentage with respect to such
Monthly Period of the aggregate amount of Collections in respect of Principal
Receivables deposited in the Collection Account for such Monthly Period and
(b) the Class C Principal Allocation Percentage with respect to such Monthly
Period. In no event will the Collections of Principal Receivables allocable
to the Class C Interests on any Distribution Date exceed the Class C Invested
Amount on such Distribution Date and in no event will the Collections of
Principal Receivables allocable to the Class B Interests on any Distribution
Date exceed the Class B Invested Amount.
"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 (a) the Invested Amount on such
Distribution Date, PLUS (b) Monthly Interest for such Distribution Date and
any Monthly Interest previously due but not distributed to the Series 1996-C
Holders on a prior Distribution Date, PLUS (c) the amount of Additional
Interest, if any, for such Distribution Date and any Additional Interest
previously due but not distributed to the Series 1996-C Holders on a prior
Distribution Date.
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"REFERENCE BANKS" means four major banks in the London interbank
market selected by the Servicer.
"REQUIRED ACCUMULATION FACTOR NUMBER" shall be equal to a fraction,
rounded upwards to the nearest whole number, the numerator of which is one
and the denominator of which is equal to the lowest monthly principal payment
rate on the Accounts, expressed as a decimal, for the 12 months preceding the
date of such calculation.
"REQUIRED CASH COLLATERAL AMOUNT" shall mean, with respect to any
Distribution Date, (i) during the Funding Period, 3% of the Invested Amount on
the related Determination Date and (ii) thereafter the greater of (a) 1% of the
Invested Amount as of the last day of the Funding Period and (b) 3% of the
Adjusted Invested Amount on the date of determination; PROVIDED, HOWEVER, that
if either a withdrawal is made from the Cash Collateral Account pursuant to
Sections 4.12(c) through and including (i) or a Pay Out Event occurs with
respect to Series 1996-C, the Required Cash Collateral Amount shall equal the
Required Cash Collateral Amount for the Distribution Date immediately preceding
the occurrence of such withdrawal or such Pay Out Event (or, prior to the first
Distribution Date, the Required Cash Collateral Amount in effect immediately
prior to the occurrence of such withdrawal or Pay Out Event); and PROVIDED
FURTHER that notwithstanding the foregoing the Required Cash Collateral Amount
shall not exceed the Adjusted Invested Amount.
"REQUIRED RESERVE ACCOUNT AMOUNT" shall mean, (x) with respect to
any Distribution Date prior to the Reserve Account Funding Date, $0, and (y)
with respect to any Distribution Date on or after the Reserve Account Funding
Date, an amount equal to (i) 0.50% of the Invested Amount as of the preceding
Distribution Date (after giving effect to all changes therein on such date)
(except that if the number of Monthly Periods in each of the Class A
Scheduled Accumulation Period, the Class B Scheduled Accumulation Period and
the Class C Scheduled Accumulation Period is one (or any such period longer
than one month has expired) the Required Reserve Account Amount determined
pursuant to this clause (i) shall be $0) or (ii) any other amount designated
by the Transferors, PROVIDED that if such designation is of a lesser amount,
the Transferors shall have received written notice from each Rating Agency
that such designation will satisfy the Rating Agency Condition and shall have
delivered copies of each such written notice to the Trustee and the Servicer,
together with a certificate of an authorized officer of each Transferor to
the effect that, based on the facts known to such officer at such time, in
the reasonable belief of such Transferor, such designation will not cause a
Pay Out Event with respect to Series 1996-C 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-C.
"RESERVE ACCOUNT" shall have the meaning specified in Section
4.11(a).
"RESERVE ACCOUNT FUNDING DATE" shall mean (1) the Distribution Date
with respect to the Monthly Period which commences no later than three months
prior to the Distribution Date with respect to the first Monthly Period of
the Class A Scheduled Accumulation Period; or (2) such
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earlier date as may be designated by the Servicer.
"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 on such date (before giving effect to any deposit to, or
withdrawal from, the Reserve Account on such date) exceeds the Required
Reserve Account Amount on such date.
"RESERVE DRAW AMOUNT" shall have the meaning specified in Section
4.11(c).
"REVOLVING PERIOD" shall mean the period beginning at the close of
business on the Closing Date and ending on the earlier of (a) the close of
business on the day immediately preceding the first day of the Scheduled
Accumulation Period and (b) the close of business on the day immediately
preceding the day the Early Amortization Period commences.
"SCHEDULED ACCUMULATION PERIOD" shall mean the period beginning on
the first day of the Class A Scheduled Accumulation Period and ending on the
earlier of (i) the close of business on the last day of the Monthly Period
preceding the Class C Expected Final Payment Date or (ii) the close of
business on the day immediately preceding the day on which the Early
Amortization Period commences.
"SERIES ACCOUNTS" shall mean any of the Pre-Funding Account, Cash
Collateral Account, Principal Funding Account, Reserve Account or Spread
Account.
"SERIES INVESTED AMOUNT" shall mean (i) as of any date of
determination during the Funding Period, the Invested Amount and (ii) as of any
date thereafter, the Invested Amount as of the last day of the Funding Period.
"SERIES PERCENTAGE" shall mean (i) with respect to Finance Charge
Receivables and Defaulted Receivables, the Floating Allocation Percentage and
(ii) with respect to Principal Receivables, the Principal Allocation
Percentage.
"SERIES TERMINATION DATE" shall mean the earlier to occur of (i) the
May 2007 Distribution Date and (ii) the termination of the Trust pursuant to
Section 12.01 of the Agreement.
"SERIES 1996-C" shall mean the Series of Investor Certificates the
terms of which are specified in this Supplement (and, with respect to the
Class C Interests, in the Class C Supplemental Agreement), and shall include
the Class A Certificates, the Class B Certificates and the Class C Interests.
"SERIES 1996-C CERTIFICATE" shall mean a Class A Certificate or a
Class B Certificate.
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"SERIES 1996-C CERTIFICATEHOLDER" shall mean a Class A
Certificateholder or a Class B Certificateholder.
"SERIES 1996-C HOLDER" shall mean a Class A Certificateholder, a
Class B Certificateholder or a Class C Interest Holder.
"SERVICING BASE AMOUNT" shall have the meaning specified in Section
3.1
"SERVICING FEE RATE" shall mean 2.00%.
"SPECIAL PAYMENT DATE" shall mean each Distribution Date with
respect to the Early Amortization Period.
"SPREAD ACCOUNT" shall mean the spread account established for the
benefit of the Class C Interest Holders and the Spread Account Residual
Interest Holder pursuant to the Class C Supplemental Agreement.
"SPREAD ACCOUNT RESIDUAL INTEREST HOLDER" shall have the meaning
specified in the Class C Supplemental Agreement.
"SUPPLEMENT" shall have the meaning provided in the first and third
paragraphs of this Agreement.
"TELERATE PAGE 3750" shall mean the display page currently so
designated on the Dow Jones Telerate Service (or such other page as may
replace that page on that service for the purpose of displaying comparable
rates or prices).
"TOTAL DRAW AMOUNT" shall have the meaning specified in Section
4.12(j).
"TRUST" shall have the meaning provided in the second paragraph of
this Agreement.
(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-C, Moody's, Standard
& Poor's and Fitch. As used in this Supplement and in the Agreement with
respect to Series 1996-C, "highest investment category" shall mean (i) in the
case of Standard & Poor's, AAA, A-1+, AAAm or AAAmg, as applicable, (ii) in
the case of Moody's, Aaa or P-1, as applicable, and (iii) in the case of
Fitch, AAA or F-1+, as applicable. Notwithstanding anything to the contrary
in this Supplement or the Agreement, when used in the definition of Eligible
Investments (including Cash Collateral Account Investments) the term "Rating
Agency" shall mean Moody's, Standard & Poor's and Fitch (but shall include
Fitch only if such
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investment is rated by Fitch).
(c) Each capitalized term defined herein shall relate to Series
1996-C and no other Series of Investor Certificates issued by the Trust. All
capitalized terms used herein and not otherwise defined herein (including in
the Class C Supplemental Agreement) have the meanings ascribed to them in the
Agreement. 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 words "hereof," "herein" and "hereunder" and words of
similar import when used in this Supplement shall refer to this Supplement
(as supplemented by the Class C Supplemental Agreement) 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
Section 3.1 SERVICING COMPENSATION.
The share of the Servicing Fee allocable to the Series 1996-C
Holders with respect to any Distribution Date (the "MONTHLY SERVICING FEE")
shall be equal to one-twelfth of the product of (a) the Servicing Fee Rate
and (b) (i) the Adjusted Invested Amount, if any, as of the last day of the
Monthly Period preceding such Distribution Date, MINUS (ii) the product of
(A) the amount, if any, on deposit in the Special Funding Account as of the
close of business on the last day of the Monthly Period preceding such
Distribution Date and (B) the Floating Allocation Percentage with respect to
such Monthly Period (the amount calculated pursuant to this clause (b) is
referred to as the "SERVICING BASE AMOUNT"); PROVIDED, HOWEVER, that with
respect to the first Distribution Date, the Monthly Servicing Fee shall be
$612,500. 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 Allocation Percentage with respect to the preceding Monthly
Period, (b) the Servicing Fee Rate and (c) the Servicing Base Amount with
respect to such Distribution Date; PROVIDED, HOWEVER, that with respect to
the first Distribution Date the Class A Servicing Fee shall be $502,250. 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 Allocation Percentage with respect to the preceding Monthly
Period, (b) the Servicing Fee Rate and (c) the Servicing Base Amount with
respect to such Distribution Date; PROVIDED, HOWEVER, that with respect to
the first Distribution Date, the Class B Monthly Servicing Fee shall be
$52,062. The share of the
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Monthly Servicing Fee allocable to the Class C Interest Holders with respect
to any Distribution Date (the "CLASS C SERVICING FEE") shall be equal to
one-twelfth of the product of (a) the Class C Floating Allocation Percentage
with respect to the preceding Monthly Period, (b) the Servicing Fee Rate and
(c) the Servicing Base Amount; PROVIDED, HOWEVER, that with respect to the
first Distribution Date the Class C Servicing Fee shall be $58,188. The
remainder of the Servicing Fee shall be paid by the Holders of the Transferor
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-C Holders, the Cash Collateral Depositor or the Spread Account Residual
Interest Holder be liable for the share of the Servicing Fee to be paid by
the Holders of the Transferor 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(d),
4.8(b) or 4.12(e), and the Class C 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(h) or 4.12(h).
ARTICLE IV
RIGHTS OF SERIES 1996-C HOLDERS 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
allocable to the Series 1996-C Holders as follows:
(a) ALLOCATIONS DURING THE REVOLVING PERIOD. During the Revolving
Period, the Servicer shall, prior to the close of business on the day any
Collections are deposited in the Collection Account, allocate the following
amounts as set forth below:
(i) Allocate to the Series 1996-C Holders and retain in the
Collection Account an amount equal to the product of (A) the Floating
Allocation Percentage on such date and (B) the aggregate amount of
Collections processed in respect of Finance Charge Receivables on such
date.
(ii) Allocate to the Series 1996-C Holders an amount equal to the
product of (1) the Principal Allocation Percentage on such date and (2) the
aggregate amount of such Collections processed in respect of Principal
Receivables on such date, which amount shall be FIRST, if any other
Principal Sharing Series is outstanding and in its Amortization Period or
Accumulation Period, retained in the Collection Account for application, to
the extent
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necessary, as Shared Principal Collections on the related Distribution Date
(or on such other date as may be specified in the applicable Supplement),
and SECOND paid to the Holders of the Transferor Certificates to the extent
the Transferor Amount on such date is greater than the Required Transferor
Amount (after giving effect to the inclusion in the Trust of all Principal
Receivables created on such date and amounts deposited in the Special
Funding Account on such day), and otherwise shall be deposited into the
Special Funding Account until the Transferor Amount is greater than the
Required Transferor Amount and applied in accordance with Section 4.02 of
the Agreement and the remainder shall be paid to the Holders of the
Transferor Certificates.
(b) ALLOCATIONS DURING THE SCHEDULED ACCUMULATION PERIOD. During
the Scheduled Accumulation Period, the Servicer shall, prior to the close of
business on the day any Collections are deposited in the Collection Account,
allocate the following amounts as set forth below:
(i) Allocate to the Series 1996-C Holders and retain in the
Collection Account an amount equal to the product of (A) the Floating
Allocation Percentage on such date and (B) the aggregate amount of
Collections processed in respect of Finance Charge Receivables on such
date.
(ii) Allocate to the Series 1996-C Holders and retain in the
Collection Account an amount, if any, equal to the product of (1) the
Principal Allocation Percentage on such date and (2) the aggregate amount
of Collections processed in respect of Principal Receivables on such date
(for any such date, a "PERCENTAGE ALLOCATION"); PROVIDED, HOWEVER, that if
the sum of such Percentage Allocation and all preceding Percentage
Allocations with respect to the same Monthly Period (the "MONTHLY TOTAL
PERCENTAGE ALLOCATION") exceeds the Controlled Deposit Amount for the
related Distribution Date, then such excess shall not be treated as a
Percentage Allocation and shall be FIRST, if any other Principal Sharing
Series is outstanding and in its Amortization Period or Accumulation
Period, retained in the Collection Account for application, to the extent
necessary, as Shared Principal Collections on the related Distribution
Date (or on such other date as may be specified in the applicable
Supplement), and SECOND paid to the Holders of the Transferor Certificates
to the extent the Transferor Amount on such date is greater than the
Required Transferor Amount (after giving effect to the inclusion in the
Trust of all Principal Receivables created on such date and amounts
deposited in the Special Funding Account on such day), and otherwise shall
be deposited into the Special Funding Account until the Transferor Amount is
greater than the Required Transferor Amount and applied in accordance with
Section 4.02 of the Agreement and the remainder shall be paid to the Holders
of the Transferor Certificates.
(iii) Notwithstanding Section 4.1(b)(ii), if the commencement of
the Class B Scheduled Accumulation Period or of the Class C Scheduled
Accumulation Period is delayed as provided in Section 4.3(g) or (h), as
applicable, with respect to the Monthly Period in
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which the Class C Expected Final Payment Date or the Class B Expected Final
Payment Date occurs, as applicable, allocate to the Series 1996-C Holders an
amount equal to the product of (1) the Principal Allocation Percentage on
such date and (2) the aggregate amount of such Collections processed in
respect of Principal Receivables on such date, which amount shall be FIRST,
if any other Principal Sharing Series is outstanding and in its Amortization
Period or Accumulation Period, retained in the Collection Account for
application, to the extent necessary, as Shared Principal Collections on
the related Distribution Date (or on such other date as may be specified in
the applicable Supplement), and SECOND paid to the Holders of the Transferor
Certificates to the extent the Transferor Amount on such date is greater
than the Required Transferor Amount (after giving effect to the inclusion in
the Trust of all Principal Receivables created on such date and amounts
deposited in the Special Funding Account on such day), and otherwise shall
be deposited into the Special Funding Account until the Transferor Amount is
greater than the Required Transferor Amount and applied in accordance with
Section 4.02 of the Agreement and the remainder shall be paid to the Holders
of the Transferor Certificates.
(c) ALLOCATIONS DURING THE EARLY AMORTIZATION PERIOD. During the
Early Amortization Period, the Servicer shall, prior to the close of business
on the day any Collections are deposited in the Collection Account, allocate
the following amounts as set forth below:
(i) Allocate to the Series 1996-C Holders and retain in the
Collection Account an amount equal to the product of (A) the Floating
Allocation Percentage on such date and (B) the aggregate amount of such
Collections processed in respect of Finance Charge Receivables on such
date.
(ii) Allocate to the Series 1996-C Holders and retain in the
Collection Account an amount equal to the product of (A) the Principal
Allocation Percentage on such date and (B) the aggregate amount of such
Collections processed in respect of Principal Receivables on such date;
PROVIDED, HOWEVER, that after the date on which an amount of such
Collections equal to the Adjusted Invested Amount has been deposited into
the Collection Account and allocated to the Series 1996-C Holders, the
amount determined in accordance with this subsection (ii) in excess thereof
shall be FIRST, if any other Principal Sharing Series is outstanding and in
its Amortization Period or Accumulation Period, retained in the Collection
Account for application, to the extent necessary, as Shared Principal
Collections on the related Distribution Date (or on such other date as may
be specified in the applicable Supplement), and SECOND paid to the Holders
of the Transferor Certificates to the extent the Transferor Amount on such
date is greater than the Required Transferor Amount (after giving effect to
the inclusion in the Trust of all Principal Receivables created on such date
and any amounts deposited in the Special Funding Account on such day), and
otherwise shall be deposited into the Special Funding Account until the
Transferor Amount is greater than the Required Transferor Amount and applied
in accordance with Section 4.02 of the Agreement and the remainder shall be
paid to the Holders of the Transferor Certificates.
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Section 4.2 DETERMINATION OF MONTHLY INTEREST.
(a) The amount of monthly interest ("CLASS A MONTHLY INTEREST")
distributable with respect to the Class A Certificates on any Distribution
Date shall be an amount equal to the product of (i) a fraction, the numerator
of which is the actual number of days in the related Interest Period (or,
with respect to the initial Interest Period, the actual number of days (x) in
the period from and including the Closing Date through and including January 14,
1997 and (y) in the period from and including January 15, 1997 through and
including February 17, 1997) and the denominator of which is 360, (ii) the Class
A Certificate Rate in effect during such Interest Period (or portion thereof),
and (iii) the outstanding principal amount of the Class A Certificates as of the
close of business on the last day of the preceding Monthly Period (or in the
case of the first Monthly Period, on the Closing Date), which for purposes of
such calculation shall include the Class A Certificates' pro rata share of funds
on deposit in the Pre-Funding Account on the applicable date.
On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "CLASS A INTEREST
SHORTFALL"), of (1) the Class A Monthly Interest for such Distribution Date
over (2) the aggregate amount of funds allocated and available to pay such
Class A Monthly Interest on such Distribution Date (after giving effect to
the application of Class A Available Funds and Excess Spread and Excess
Finance Charge Collections, any withdrawal from the Cash Collateral Account
and any application of Reallocated Principal Collections for the purpose of
paying such amount 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 in the related Interest Period and the denominator of which is 360,
times (b) 2.00% per annum plus the Class A Certificate Rate and (II) such
Class A Interest Shortfall (or the portion thereof that 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
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 the Class A Certificateholders only to the
extent permitted by applicable law.
(b) The amount of monthly interest ("CLASS B MONTHLY INTEREST")
distributable with respect to the Class B Certificates on any Distribution Date
shall be an amount equal to the product of (i) a fraction, the numerator of
which is the actual number of days in the related Interest Period (or, with
respect to the initial Interest Period, the actual number of days (x) in the
period from and including the Closing Date through and including January 14,
1997 and (y) in the period from and including January 15, 1997 through and
including February 17, 1997) and the denominator of which is 360, (ii) the Class
B Certificate Rate in effect during such Interest Period (or portion thereof)
and (iii) the outstanding principal amount of the Class B Certificates as of the
close of business on the last day of the preceding Monthly Period (or in the
case of the first Monthly Period,
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on the Closing Date), which for purposes of such calculation shall included the
Class B Certificates' pro rata share of funds on deposit in the Pre-Funding
Account on the applicable date.
On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "CLASS B INTEREST SHORTFALL"),
of (1) the Class B Monthly Interest for such Distribution Date over (2) the
aggregate amount of funds allocated and available to pay such Class B Monthly
Interest on such Distribution Date (after giving effect to the application of
Class B Available Funds and Excess Spread and Excess Finance Charge Collections,
any withdrawal from the Cash Collateral Account and any application of
Reallocated Principal Collections for the purpose of paying such amount 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 related Interest Period
and the denominator of which is 360, times (b) 2.00% per annum plus the Class B
Certificate Rate and (II) such Class B Interest Shortfall (or the portion
thereof that has not been paid to the Class B 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
B Certificateholders. Notwithstanding anything to the contrary herein, Class B
Additional Interest shall be payable or distributed to the Class B
Certificateholders only to the extent permitted by applicable law.
(c) The amount of monthly interest ("CLASS C MONTHLY INTEREST")
distributable with respect to the Class C Interests on any Distribution Date
shall be an amount equal to the product of (i) a fraction, the numerator of
which is the actual number of days in the related Interest Period (or, with
respect to the initial Interest Period, the actual number of days (x) in the
period from and including the Closing Date through and including January 14,
1997 and (y) in the period from and including January 15, 1997 through and
including February 17, 1997) and the denominator of which is 360, (ii) the Class
C Interest Rate in effect during such Interest Period (or portion thereof) and
(iii) the outstanding principal amount of the Class C Interests as of the close
of business on the last day of the preceding Monthly Period (or in the case of
the first Monthly Period, on the Closing Date), which for purposes of such
calculation shall include the Class C Interests' pro rata share of funds on
deposit in the Pre-Funding Account on the applicable date.
On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "CLASS C INTEREST SHORTFALL")
of (1) the Class C Monthly Interest for such Distribution Date over (2) the
aggregate amount of funds allocated and available to pay such Class C Monthly
Interest on such Distribution Date (after giving effect to the application of
Excess Spread and Excess Finance Charge Collections, any withdrawals from the
Cash Collateral Account and the proceeds of any draw made on the Spread Account
as provided in the Class C Supplemental Agreement for the purpose of paying such
amount with respect to such Distribution Date). If the Class C Interest
Shortfall with respect to any Distribution Date is greater than zero, an
additional amount ("CLASS C ADDITIONAL INTEREST") equal to the product of (I)(a)
a fraction, the numerator of
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which is the actual number of days in the related Interest Period and the
denominator of which is 360, times (b) 2.00% per annum plus the Class C
Interest Rate and (II) such Class C Interest Shortfall (or the portion
thereof that has not been paid to the Class C Interest Holders) shall be
payable as provided herein with respect to the Class C Interests on each
Distribution Date following such Distribution Date to and including the
Distribution Date on which such Class C Interest Shortfall is paid to the
Class C Interest Holders. Notwithstanding anything to the contrary herein,
Class C Additional Interest shall be payable or distributed to the Class C
Interest Holders only to the extent permitted by applicable law.
Section 4.3 DETERMINATION OF MONTHLY PRINCIPAL; PRINCIPAL FUNDING
ACCOUNT; SCHEDULED ACCUMULATION PERIOD.
(a) The amount of monthly principal ("CLASS A MONTHLY PRINCIPAL")
with respect to the Class A Certificates on each Distribution Date, beginning
with the first to occur of (i) the first Distribution Date with respect to an
Early Amortization Period, if any, and (ii) the first Distribution Date with
respect to the Class A Scheduled Accumulation Period, shall be equal to the
least of (A) the Available Principal Collections with respect to such
Distribution Date, (B) for each Distribution Date with respect to the Class A
Scheduled Accumulation Period, and on or prior to the Class A Expected Final
Payment Date, the applicable Controlled Deposit Amount for such Distribution
Date and (C) the Class A Adjusted Invested Amount on such Distribution
Date.
(b) The amount of monthly principal ("CLASS B MONTHLY PRINCIPAL")
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
(A) the Available Principal Collections with respect to such Distribution Date
(MINUS the portion of such Available Principal Collections, if any, applied to
Class A Monthly Principal on such Distribution Date), (B) for each Distribution
Date with respect to the Class B Scheduled Accumulation Period, and on or prior
to the Class B Expected Final Payment Date, the applicable Controlled Deposit
Amount for such Distribution Date and (C) the Class B Adjusted Invested Amount
on such Distribution Date.
(c) The amount, if any, of monthly principal ("CLASS C MONTHLY
PRINCIPAL") with respect to the Class C Interests on each Distribution Date,
beginning with the Class C Principal Commencement Date, shall be equal to the
least of (A) the Available Principal Collections with respect to such
Distribution Date (minus the portion of such Available Principal Collections, if
any, applied to Class A Monthly Principal or Class B Monthly Principal on such
Distribution Date), (B) for each Distribution Date with respect to the Class C
Scheduled Accumulation Period, and on or prior to the Class C Expected Final
Payment Date, the applicable Controlled Deposit Amount for such Distribution
Date and (C) the Class C Adjusted
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Invested Amount on such Distribution Date.
(d)(i) The Servicer, for the benefit of the Series 1996-C Holders,
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-C Holders.
(ii) At the written 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-C Holders; 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-C
Holders may be adversely affected if such Eligible Investment is held to
its 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 Transfer Date with respect to the Scheduled
Accumulation Period (or, if a Pay Out Event with respect to Series 1996-C
occurs during the Scheduled Accumulation Period, on the Distribution Date
following the Monthly Period in which such Pay Out Event occurs), the
Servicer shall direct the Trustee in writing 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 (a) on or prior to the Class A Expected Final Payment Date, Class A
Available Funds, (b) after (or, if the Class B Principal Commencement Date
is determined pursuant to clause (ii) of the definition thereof, on) the
Class B Principal Commencement Date and on or prior to the Class B Expected
Final Payment Date, Class B Available Funds, and (c) after (or, if the Class
C Principal Commencement Date is determined pursuant to clause (ii) of the
definition thereof, on) the Class C Principal Commencement Date, Class C
Available Funds, in each case 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
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therein for purposes of this Supplement.
(e) (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-C Holders. If, at any time, the Principal Funding 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
Principal Funding Account meeting the conditions specified in paragraph
(d)(i) above as an Eligible Deposit Account and shall transfer any cash 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 5.1 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-C Holders. If the Reassignment Amount is deposited pursuant to
Section 7.1 or Section 8.1 hereof, the Trustee, acting in accordance with
the instructions of the Servicer, after the prior payment of all amounts
owing to the Series 1996-C Holders that are payable from the Principal
Funding Account as provided herein, shall withdraw from the Principal
Funding Account and pay to the Holders of the Transferor Certificates or
their designee all amounts, if any, on deposit in the Principal Funding
Account.
(f) The Class A Scheduled Accumulation Period is scheduled to
commence at the close of business on the last day of the September 2002 Monthly
Period; PROVIDED, HOWEVER, that upon notice to the Trustee, the Servicer, the
Rating Agencies and each Series Enhancer, the Transferors may, at their
option, elect to delay the date on which the Class A Scheduled Accumulation
Period actually commences. The Transferors may elect to delay the
commencement of the Class A Scheduled Accumulation Period if the Class A
Scheduled Accumulation Period Length (determined as described below) is less
than 14 months, until no later than the close of business on the last day of
the month immediately preceding the month that is the number of months prior
to the Monthly Period in which the Class A Expected Final Payment Date occurs
equal to the Class A Scheduled Accumulation Period Length and, as a result,
the number of Monthly Periods in the Class A Scheduled Accumulation Period
will equal not less than the Class A Scheduled Accumulation Period Length.
Beginning on the Determination Date immediately preceding the July 2002
Distribution Date, and each Determination Date thereafter until the
commencement of the Class A Scheduled
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Accumulation Period, the Servicer will determine the "CLASS A SCHEDULED
ACCUMULATION PERIOD LENGTH" which will equal the number of months such that
the sum of the Accumulation Period Factors for each Monthly Period during
such period will be equal to or greater than the Required Accumulation Factor
Number; PROVIDED, HOWEVER, that the Class A Accumulation Period Length will
not be less than one month. The Servicer will provide written notice to the
Transferors and the Trustee of each such determination. In addition, if the
Class A Scheduled Accumulation Period Length shall have been determined to be
less than 14 months and, after the date on which such determination is made, a
Pay Out Event (as defined in the related Supplement) shall occur with respect to
any outstanding Series other than Series 1996-C, the Class A Scheduled
Accumulation Period will commence on the earlier of (i) the first day of the
Monthly Period immediately succeeding the date that such Pay Out Event shall
have occurred with respect to such Series and (ii) the date on which the Class A
Scheduled Accumulation Period is then scheduled to commence. Any notice by the
Transferors electing to delay the commencement of the Class A Scheduled
Accumulation Period pursuant to this Section 4.3(f) shall specify (i) the length
of the Class A Scheduled Accumulation Period, (ii) the date of commencement of
the Class A Scheduled Accumulation Period, and (iii) the Controlled Accumulation
Amount with respect to the Class A Scheduled Accumulation Period.
(g) The Class B Scheduled Accumulation Period is scheduled to
commence at the close of business on the last day of the November 2003 Monthly
Period; PROVIDED, HOWEVER, that upon notice to the Trustee, the Servicer, the
Rating Agencies and each Series Enhancer, delivered not later than the November
2003 Distribution Date, the Transferors may, at their option, elect to delay
the date on which the Class B Scheduled Accumulation Period actually
commences to the close of business on the last day of the December 2003
Monthly Period (so that the number of months in the Class B Scheduled
Accumulation Period will be one month); PROVIDED that notwithstanding any
other provision of this Supplement to the contrary, no election to delay the
commencement of the Class B Scheduled 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 outstanding Series. The Transferors
may elect to delay the commencement of the Class B Scheduled Accumulation Period
and have a Class B Scheduled Accumulation Period with a duration of one month if
the amount available for distribution of principal on the Class B Certificates
on the Class B Expected Final Payment Date after a Class B Scheduled
Accumulation Period of one month will equal or exceed the Class B Invested
Amount, assuming for this purpose that (i) 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, (2) the total
amount of Principal Receivables in the Trust (and the principal amount on
deposit in the Special 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 Series being issued
on such date of determination) will be subsequently issued. Any notice by the
Transferors electing to delay the commencement of the Class B Scheduled
Accumulation Period pursuant to this Section 4.3(g) shall specify (i) the length
of the Class B Scheduled Accumulation Period, (ii) the date of commencement
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of the Class B Scheduled Accumulation Period, and (iii) the Controlled
Accumulation Amount with respect to the Class B Scheduled Accumulation Period.
(h) The Class C Scheduled Accumulation Period is scheduled to
commence at the close of business on the last day of the January 2004 Monthly
Period; PROVIDED, HOWEVER, that upon notice to the Trustee, the Servicer, the
Rating Agencies and each Series Enhancer, delivered not later than the
January 2004 Distribution Date, the Transferors may, at their option, elect
to delay the date on which the Class C Scheduled Accumulation Period actually
commences to the close of business on the last day of the February 2004
Monthly Period (so that the number of months in the Class C Scheduled
Accumulation Period will be one month); PROVIDED that notwithstanding any
other provision of this Supplement to the contrary, no election to delay the
commencement of the Class C Scheduled 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 outstanding Series. The Transferors
may elect to delay the commencement of the Class C Scheduled Accumulation Period
and have a Class C Scheduled Accumulation Period with a duration of one month if
the amount available for distribution of principal on the Class C Interests on
the Class C Expected Final Payment Date after a Class C Accumulation Period of
one month will equal or exceed the Class C Invested Amount, assuming for this
purpose that (i) 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, (2) the total amount of Principal Receivables
in the Trust (and the principal amount on deposit in the Special 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 Series being issued on such date of
determination) will be subsequently issued. Any notice by the Transferors
electing to delay the commencement of the Class C Scheduled Accumulation Period
pursuant to this Section 4.3(h) shall specify (i) the length of the Class C
Scheduled Accumulation Period, (ii) the date of commencement of the Class C
Scheduled Accumulation Period, and (iii) the Controlled Accumulation Amount with
respect to the Class C Scheduled Accumulation Period.
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
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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
Charge Collections allocable to Series 1996-C with respect to the related
Monthly Period in an amount equal to the Class A Required Amount for such
Distribution 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 the Excess
Spread and the Excess Finance Charge Collections allocable to Series 1996-C
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 up 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 the Excess Spread and the Excess Finance Charge Collections allocable to
Series 1996-C with respect to the related Monthly Period and the Available Cash
Collateral Amount with respect to such Distribution Date, during the Early
Amortization Period all or a portion of the Reallocated Principal Collections
with respect to such Monthly Period in an amount up 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, equal to the sum of (x) the 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,
and (v) any Class B Servicing Fee previously due but not paid to the
Servicer, exceeds (b) the Class B Available Funds PLUS (y) the Class B
Investor Default Amount, if any, for such Distribution Date. 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
the Excess Spread and the Excess Finance Charge Collections allocable to
Series 1996-C (other than Excess Spread and Excess Finance Charge Collections
applied pursuant to Sections 4.7(a) and (b) 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
Charge Collections available as provided pursuant to the preceding sentence,
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 up 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 Charge Collections allocated to
Series 1996-C with respect to the related Monthly Period and not used to fund
the Class A Required Amount or to reimburse Class A Investor Charge-Offs and
the portion of the Available Cash Collateral Amount with respect to such
Distribution Date
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withdrawn from the Cash Collateral Account to fund the Class B Required Amount,
during the Early Amortization Period, all or a portion of the Reallocated
Principal Collections allocable to the Class C Interests available therefor with
respect to such Monthly Period (other than the portion of such Reallocated
Principal Collections applied to fund the Class A Required Amount with respect
to such Distribution Date) in an amount up to such excess shall be distributed
from the Collection Account on such Distribution Date pursuant to Section
4.8(b).
(c) With respect to each Distribution Date, on the related
Determination Date the Servicer shall determine the amount (the "CLASS C
REQUIRED AMOUNT"), if any, equal to the sum of (x) the amount by which the
current and overdue Class C Servicing Fee for such Distribution Date exceeds the
Class C Available Funds PLUS (y) the sum of (i) Class C Monthly Interest for
such Distribution Date, (ii) any Class C Monthly Interest previously due but not
paid to the Class C Interest Holders on a prior Distribution Date and (iii) any
Class C Additional Interest for such Distribution Date and any Class C
Additional Interest previously due but not paid to the Class C Interest Holders,
PLUS (z) the Class C Investor Default Amount, if any, for such Distribution
Date. In the event that the Class C Required Amount for such Distribution Date
is greater than zero, the Servicer shall give written notice to the Trustee of
such positive Class C Required Amount on the date of computation and all or a
portion of the Excess Spread and the Excess Finance Charge Collections allocable
to Series 1996-C (other than Excess Spread and Excess Finance Charge Collections
applied to fund the amount specified in Sections 4.7(a) through and including
(f) with respect to such Distribution Date) with respect to the related Monthly
Period shall be applied to fund the Class C Required Amount. In the event that
the Class C Required Amount for such Distribution Date exceeds the amount of
Excess Spread and Excess Finance Charge Collections allocable to Series 1996-C
with respect to such Monthly Period available pursuant to the preceding
sentence, 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 or the Class B Required Amount with respect to such Distribution
Date) in an amount up to such excess shall be applied to fund the Class C
Required Amount. In the event that the Class C Required Amount for such
Distribution Date exceeds the portion of Excess Spread and Excess Finance Charge
Collections allocated to Series 1996-C with respect to the related Monthly
Period available pursuant to the second preceding sentence 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 C Required Amount,
a draw will be made on the Spread Account (at the times and in the amounts
specified in the Class C Supplemental Agreement) to fund any deficiency.
Section 4.5 APPLICATION OF CLASS A AVAILABLE FUNDS, CLASS B AVAILABLE
FUNDS, CLASS C AVAILABLE FUNDS AND AVAILABLE PRINCIPAL COLLECTIONS.
The Servicer shall apply, or shall cause the Trustee to apply, as
directed in the Servicer's Certificate, on each Distribution Date, Class A
Available Funds, Class B Available Funds,
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Class C Available Funds and Available Principal Collections on deposit in the
Collection Account 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 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 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 (unless such amount has been netted against
deposits to the Collection Account in accordance with Section 4.03 of the
Agreement);
(iii) an amount equal to the Class A Investor Default Amount
for such Distribution Date shall be treated as a portion of Available
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 Class 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 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 (unless such amount has been netted against
deposits to the Collection Account in accordance with Section 4.03
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of the Agreement); and
(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 Class C
Available Funds with respect to such Distribution Date will be distributed in
the following priority:
(i) an amount equal to the Class C Servicing Fee for such
Distribution Date, PLUS the amount of any Class C Servicing Fee previously
due but not distributed to the Servicer on a prior Distribution Date, shall
be distributed to the Servicer (unless such amount has been netted against
deposits in the Collection Account in accordance with Section 4.03 of the
Agreement); 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
(and, if the commencement of the Class B Scheduled Accumulation Period or the
Class C Scheduled Accumulation Period is delayed as provided in Section
4.3(g) or 4.3(h), as applicable, during the Monthly Period prior to the
commencement of the Class B Scheduled Accumulation Period or the Class C
Scheduled Accumulation Period, as applicable), an amount equal to the
Available Principal Collections for the related Monthly Period shall be treated
as Shared Principal Collections and applied in accordance with Section 4.04 of
the Agreement.
(e) On each Distribution Date with respect to the Scheduled
Accumulation Period (except as provided in Section 4.5(d) with respect to a
delay in the commencement of the Class B Scheduled Accumulation Period or of
the Class C Scheduled Accumulation Period) or the Early Amortization Period,
an amount equal to the Available Principal Collections for the related Monthly
Period will be deposited or applied in the following priority:
(i) an amount equal to Class A Monthly Principal for such
Distribution Date, up to the Class A Adjusted Invested Amount on such
Distribution Date, shall be deposited in the Principal Funding Account;
(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 Adjusted Invested Amount on
such Distribution Date, shall be deposited in the Principal Funding
Account;
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(iii) for each Distribution Date beginning on the Class C
Principal Commencement Date, an amount equal to Class C Monthly Principal
for such Distribution Date, up to the Class C Adjusted Invested Amount,
plus the proceeds of any draw made on the Spread Account for the purpose of
reimbursing previous reductions in the Class C Invested Amount as provided
in the Class C Supplemental Agreement, shall be deposited in the Principal
Funding Account; and
(iv) for each Distribution Date, after giving effect to the
distributions referred to in paragraphs (i), (ii) and (iii) above, an
amount equal to the balance, if any, of such Available Principal
Collections for the related Monthly Period shall be treated as
Shared Principal Collections and applied in accordance with Section 4.04 of
the Agreement.
Section 4.6 DEFAULTED AMOUNTS; INVESTOR CHARGE-OFFS.
(a) On each Determination 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 exceeds the sum of (i) the
amount of Excess Spread and Excess Finance Charge Collections allocable to
Series 1996-C with respect to such Monthly Period, (ii) the Available Cash
Collateral Amount with respect to such Distribution Date, and (iii) the amount
of Reallocated Principal Collections that are available to fund the Class A
Required Amount on such Distribution Date pursuant to Section 4.8, then the
Class C Invested Amount (after giving effect to any reduction thereof with
respect to the application of Reallocated Principal Collections allocable to the
Class C Interests to the payment of the Class A Required Amount) will 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 aggregate of the
amount of Class A Available Funds, Excess Spread and Excess Finance Charge
Collections, the amount withdrawn from the Cash Collateral Account and the
amount of Reallocated Principal Collections used to fund the Class A Investor
Default Amount for such Distribution Date. In the event that such reduction
would cause the Class C Invested Amount to be a negative number, the Class C
Invested Amount shall be reduced to zero, and the Class B Invested Amount (after
giving effect to any reduction thereof with respect to the application of
Reallocated Principal Collections allocable to the Class B Certificates to the
payment of the Class A Required Amount) shall be reduced by the amount by which
the Class C 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 of the amount of Class A Available Funds,
Excess Spread and Excess Finance Charge Collections, the amount withdrawn from
the Cash Collateral Account, the amount of Reallocated Principal Collections and
the amount of such reduction, if any, of the Class C Invested Amount with
respect to such Distribution Date 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
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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 of the amount of
Class A Available Funds, Excess Spread and Excess Finance Charge Collections,
the amount withdrawn from the Cash Collateral Account, the amount of
Reallocated Principal Collections and the amount of such reductions, if any,
of the Class C Invested Amount and the Class B Invested Amount with respect
to such Distribution Date 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 amount of
Class A Investor Charge-Offs that have not been previously reimbursed) on any
Distribution Date by the amount of Excess Spread and Excess Finance Charge
Collections available pursuant to Section 4.7(b).
(b) On each Determination Date, the Servicer shall calculate the
Class B Investor Default Amount, if any, for the related Distribution Date. If,
on any Distribution Date, the Class B Required Amount exceeds the sum of (i) the
amount of Excess Spread and Excess Finance Charge Collections allocable to
Series 1996-C with respect to the related Monthly Period that are not used to
fund the Class A Required Amount and to reimburse Class A Investor Charge-Offs
on the related Distribution Date, (ii) the portion, if any, of the Available
Cash Collateral Amount to be withdrawn from the Cash Collateral Account pursuant
to Sections 4.12(d), (e) and (f) with respect to such Distribution Date, and
(iii) the amount of Reallocated Principal Collections allocable to the Class C
Interests that are available to fund the Class B Required Amount on such
Distribution Date pursuant to Section 4.8(b), then the Class C Invested Amount
(after giving effect to any reduction thereof pursuant to Section 4.6(a) or with
respect to the application of Reallocated Principal Collections allocable to the
Class C Interests to the payment of the Class B Required 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 aggregate of
the amount of Excess Spread and Excess Finance Charge Collections, the amount
withdrawn from the Cash Collateral Account and the amount of such Reallocated
Principal Collections used to fund the Class B Investor Default Amount for such
Distribution Date. In the event that such reduction would cause the Class C
Invested Amount to be a negative number, the Class C Invested Amount shall be
reduced to zero and the Class B Invested Amount shall be reduced by the amount
by which the Class C 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 aggregate of the amount of Excess Spread and Excess
Finance Charge Collections, the amount withdrawn from the Cash Collateral
Account, the amount of Reallocated Principal Collections and the amount of such
reduction, if any, of the Class C Invested Amount with respect to such
Distribution Date used to fund the Class B Investor Default Amount for such
Distribution Date (a "CLASS B INVESTOR CHARGE-OFF"). Class B Investor Charge-
Offs and reductions of the Class B Invested Amount pursuant to clauses (e) and
(f) of the definition thereof in Section 2.1 shall thereafter be reimbursed and
the Class B Invested Amount increased (but not by an amount in excess of the
aggregate amount of Class B Investor Charge-Offs and such other reductions
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that have not been previously reimbursed) on any Distribution Date by the
amount of Excess Spread and Excess Finance Charge Collections available
pursuant to Section 4.7(f).
(c) If on any Distribution Date Reallocated Principal Collections
for such Distribution Date allocable to the Class C Interests are applied
pursuant to Section 4.8(a) or (b), the Class C Invested Amount shall be
reduced by the amount of such Reallocated Principal Collections; PROVIDED
that the Class C Invested Amount shall not be reduced below zero. If on any
Distribution Date, Reallocated Principal Collections for such Distribution
Date allocable to the Class B Certificates are applied pursuant to Section
4.8(a), the Class B Invested Amount shall be reduced by the amount of such
Reallocated Principal Collections; PROVIDED that the Class B Invested Amount
shall not be reduced below zero.
(d) On each Determination Date, the Servicer shall calculate the
Class C Investor Default Amount, if any, for the related Distribution Date. If
on any Distribution Date the Class C Required Amount exceeds the sum of (i) the
amount of Excess Spread and Excess Finance Charge Collections allocable to
Series 1996-C with respect to the related Monthly Period that are used to fund
the Class C Required Amount pursuant to Section 4.7(g) through and including (i)
on such Distribution Date, (ii) the portion, if any, of the Available Cash
Collateral Amount to be withdrawn from the Cash Collateral Account pursuant to
Sections 4.12(g), (h) and (i) with respect to such Distribution Date and (iii)
funds withdrawn from the Spread Account pursuant to the Class C Supplemental
Agreement to pay interest on the Class C Interests and to fund the Class C
Investor Default Amount in accordance with the Class C Supplemental Agreement,
then the Class C Invested Amount (after giving effect to any reduction thereof
pursuant to Sections 4.6(a), (b) or (c)) shall be reduced by the amount of such
excess, but not by more than the excess of the Class C Investor Default Amount
for such Distribution Date over the aggregate of the amount of Excess Spread and
Excess Finance Charge Collections, the amount withdrawn from the Cash Collateral
Account and the amount withdrawn from the Spread Account pursuant to the Class C
Supplemental Agreement used to fund the Class C Investor Default Amount for such
Distribution Date (a "CLASS C INVESTOR-CHARGE-OFF"). Class C Investor Charge-
Offs and reductions of the Class C Invested Amount pursuant to clauses (e) and
(f) of the definition thereof in Section 2.1 shall thereafter be reimbursed and
the Class C Invested Amount increased (but not by an amount in excess of the
aggregate amount of Class C Investor Charge-Offs and other reductions that have
not been previously reimbursed, including from the Spread Account pursuant to
the Class C Supplemental Agreement) on any Distribution Date by the amount of
Excess Spread and Excess Finance Charge Collections available pursuant to
Section 4.7(j). In addition, Class C Investor Charge-Offs and such other
reductions may be reimbursed from the proceeds of any draws on the Spread
Account for the purpose of reimbursing previous reductions in the Class C
Invested Amount as provided in the Class C Supplemental Agreement.
Section 4.7 EXCESS SPREAD; EXCESS FINANCE CHARGE COLLECTIONS.
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The Servicer shall apply, or shall cause the Trustee to apply, on
each Distribution Date, Excess Spread and (except as otherwise provided in
this Section 4.7), to the extent Excess Spread is insufficient, Excess
Finance Charge Collections allocated to Series 1996-C with respect to the
related Monthly Period, to make the following distributions in the following
order of priority:
(a) an amount equal to the Class A Required Amount, if any, with
respect to such Distribution Date shall be distributed to fund any deficiency
pursuant to Sections 4.5(a)(i), (ii) and (iii); PROVIDED, that in the event
the Class A Required Amount for such Distribution Date exceeds the amount of
Excess Spread and Excess Finance Charge Collections allocated to Series
1996-C, such Excess Spread and Excess Finance Charge Collections shall be
applied first to pay amounts due with respect to such Distribution Date
pursuant to Section 4.5(a)(i), second to pay the Class A Servicing Fee
pursuant to Section 4.5(a)(ii) and third to pay the Class A Investor Default
Amount for such Distribution Date pursuant to Section 4.5(a)(iii);
(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) shall be treated as a portion of Available Principal Collections for
such Distribution Date (and shall constitute a reimbursement of Class A Investor
Charge-Offs for purposes of clause (c) of the definition of "Class A Invested
Amount" in Section 2.1);
(c) an amount equal to the sum of (i) any Class B Monthly Interest
due but not distributed to the Class B Certificateholders either on such
Distribution Date or a prior Distribution Date PLUS (ii) the amount of any
Class B Additional Interest due but not distributed to the Class B
Certificateholders either on such Distribution Date or a prior Distribution
Date, after giving effect to the allocation in Section 4.5(b)(i), shall be
distributed to the Paying Agent for payment to the Class B
Certificateholders;
(d) an amount equal to any Class B Servicing Fees due but not paid
to the Servicer either on such Distribution Date or a prior Distribution
Date, after giving effect to the allocation in Section 4.5(b)(ii), shall be
paid to the Servicer;
(e) an amount equal to the Class B Investor Default Amount for
such Distribution Date shall be treated as a portion of Available Principal
Collections for such Distribution Date;
(f) 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 (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 Principal Collections for
such Distribution Date;
(g) an amount equal to the sum of (i) any Class C Monthly Interest
for such Distribution Date PLUS the amount of any Class C Monthly Interest
previously due but not distributed
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to the Class C Interest Holders on a prior Distribution Date PLUS (ii) the
amount of any Class C Additional Interest for such Distribution Date and any
Class C Additional Interest previously due but not distributed to the Class C
Interest Holders on a prior Distribution Date shall be distributed to the
Paying Agent for payment to the Class C Interest Holders;
(h) an amount equal to the Class C Servicing Fee for such
Distribution Date PLUS the amount of any Class C Servicing Fee previously due
but not distributed to the Servicer on a prior Distribution Date, after
giving effect to the allocation in Section 4.5(c)(i), shall be paid to the
Servicer;
(i) an amount equal to the Class C Investor Default Amount for
such Distribution Date shall be treated as a portion of Available Principal
Collections for such Distribution Date;
(j) an amount equal to the aggregate amount by which the Class C
Invested Amount has been reduced pursuant to clauses (d), (e) and (f) of the
definition of "Class C Invested Amount" in Section 2.1 (but not in excess of the
aggregate amount of such reductions which have not been previously reimbursed,
including from the proceeds of any draw made on the Spread Account for the
purpose of reimbursing previous reductions in the Class C Invested Amount
pursuant to the Class C Supplemental Agreement) shall be treated as a portion of
Available Principal Collections for such Distribution Date;
(k) the Monthly Cash Collateral Fee for such Distribution Date
PLUS the amount of any Monthly Cash Collateral Fee previously due but not
distributed to the Cash Collateral Depositor or its designee on a prior
Distribution Date, shall be distributed to the Cash Collateral Depositor or
its designee;
(l) an amount equal to the excess, if any, of the Required Cash
Collateral Amount over the Available Cash Collateral Amount shall (to the
extent of Excess Spread available after application thereof in accordance
with clauses (a)-(k) above) be deposited in the Cash Collateral Account;
(m) amounts required to be deposited in the Spread Account
pursuant to the Class C Supplemental Agreement shall (to the extent of Excess
Spread available after application thereof in accordance with clauses (a)-(l)
above) be deposited into the Spread Account as provided in the Class C
Supplemental Agreement;
(n) on each Distribution Date from and after the Reserve Account
Funding Date, but prior to the date on which the Reserve Account terminates
as provided in Section 4.11(f), an amount up to the excess, if any, of the
Required Reserve Account Amount over the Available
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Reserve Account Amount shall (to the extent of Excess Spread available after
application thereof in accordance with clauses (a)-(m) above) be deposited
into the Reserve Account;
(o) an amount equal to the aggregate of any other amounts than due
to the Cash Collateral Depositor pursuant to the Cash Collateral Agreement (to
the extent such amounts are payable pursuant to the terms thereof out of Excess
Spread or Excess Finance Charge Collections allocated to Series 1996-C) will be
distributed to the Cash Collateral Depositor or its designee for application in
accordance with such agreement;
(p) an amount equal to the aggregate of any amounts then due to
the Spread Account Residual Interest Holder pursuant to an agreement, as
amended from time to time, among the Transferors, the Servicer, the Trustee and
the Spread Account Residual Interest Holder (to the extent such amounts are
payable pursuant to the terms of such agreement out of Excess Spread or Excess
Finance Charge Collection allocated to Series 1996-C) will be distributed to
the Spread Account Residual Interest Holder or their designee for application
in accordance with such agreement; and
(q) the balance, if any, will constitute a portion of Excess
Finance Charge Collections for such Distribution Date and will be available
for allocation to other Series in Group I or to the Holders of the Transferor
Certificates or their designee as described in Section 4.05 of the Agreement.
Section 4.8 REALLOCATED PRINCIPAL COLLECTIONS.
During the Early Amortization Period, the Servicer shall apply, or
shall cause the Trustee to apply, on each Distribution Date, Reallocated
Principal Collections from the following sources to the following amounts in the
following order of priority:
(a) the Reallocated Principal Collections allocable to the Class B
Certificates and to the Class C Interests (applying first the Reallocated
Principal Collections allocable to the Class C Interests and, if the amount
thereof is not sufficient, then the Reallocated Principal Collections
allocable to the Class B Certificates) in 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 (A) the amount of Excess Spread and
Excess Finance Charge Collections allocated to Series 1996-C with respect to
the related Monthly Period and (B) the Available Cash Collateral Amount with
respect to such Distribution Date, shall be distributed by the Trustee from
Reallocated Principal Collections to fund any deficiency pursuant to Sections
4.5(a)(i), (ii) and (iii); PROVIDED, that if the Class A Required Amount for
such Distribution Date exceeds the sum of the amount of Excess Spread and
Excess Finance Charge Collections allocated to Series 1996-C, the Available
Cash Collateral Amount for such Distribution Date and the amount of
Reallocated Principal Collections for such Distribution Date, such Excess
Spread and Excess Finance Charge Collections allocated to Series 1996-C, the
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amount withdrawn from the Cash Collateral Account with respect to the Class A
Required Amount and such Reallocated Principal Collections shall be applied
FIRST to pay amounts due with respect to such Distribution Date pursuant to
Section 4.5(a)(i), SECOND to pay the Class A Servicing Fee pursuant to
Section 4.5(a)(ii) and THIRD to pay the Class A Investor Default Amount for
such Distribution Date pursuant to Section 4.5(a)(iii);
(b) the Reallocated Principal Collections allocable to the Class C
Interests (after giving effect to the application thereof as provided in
Section 4.8(a)) in 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 (A) the amount of Excess Spread and Excess Finance Charge Collections
allocated and available to the Class B Certificates pursuant to Section
4.7(c), (d) and (e) on such Distribution Date and (B) the amount withdrawn
from the Cash Collateral Account pursuant to Section 4.12(d), (e) and (f)
with respect to such Distribution Date shall be distributed by the Trustee
from Reallocated Principal Collections, allocable to the Class C Interests
(after giving effect to the application of Reallocated Principal Collections
pursuant to Section 4.8(a)) to fund any deficiency pursuant to Sections
4.5(b)(i) and (ii) and Section 4.7(e); PROVIDED, that if the Class B Required
Amount for such Distribution Date exceeds the sum of the amount of Excess
Spread and Excess Finance Charge Collections allocated to Series 1996-C and
available pursuant to clause (A) above, the Available Cash Collateral Amount
for such Distribution Date available pursuant to clause (B) above and the
amount of such Reallocated Principal Collections for such Distribution Date
(after giving effect to the application of Reallocated Principal Collections
pursuant to Section 4.8(a)), such Excess Spread and Excess Finance Charge
Collections allocated to Series 1996-C, the amount withdrawn from the Cash
Collateral Account with respect to the Class B Required Amount and such
Reallocated Principal Collections shall be applied FIRST to pay amounts due
with respect to such Distribution Date pursuant to Section 4.5(b)(i), SECOND
to pay the Class B Servicing Fee pursuant to Section 4.5(b)(ii) and THIRD to
pay the Class B Investor Default Amount for such Distribution Date pursuant
to Section 4.7(e); and
(c) the balance, if any, of such Reallocated Principal Collections
shall be treated as a portion of Available Principal Collections for such
Distribution Date.
Section 4.9 EXCESS FINANCE CHARGE COLLECTIONS.
Series 1996-C shall be included in Group I. Subject to Section
4.05 of the Agreement, Excess Finance Charge Collections with respect to the
Series in Group I for any Distribution Date will be allocated to Series
1996-C in an amount equal to the product of (a) the aggregate amount of
Excess Finance Charge Collections with respect to all the Series in Group I
for such Distribution Date and (b) a fraction, the numerator of which is the
Finance Charge Shortfall for Series 1996-C 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 I for
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such Distribution Date. The "FINANCE CHARGE SHORTFALL" for Series 1996-C for
any Distribution Date will be equal to the excess, if any, of (i) 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 Sections 4.7(l), (m), (n) and (q), on such
Distribution Date over (ii) the sum of Class A Available Funds, Class B
Available Funds and Class C Available Funds (including any amounts that are
to be treated as Collections of Finance Charge Receivables in accordance with
the Agreement or this Supplement).
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-C in
an amount equal to the product of (a) the aggregate amount of Shared
Principal Collections with respect to all Principal Sharing Series for such
Distribution Date, (b) a fraction, the numerator of which is the Principal
Shortfall for Series 1996-C for such Distribution Date and the denominator of
which is the aggregate amount of Principal Shortfalls (as defined in the
related Supplements) for all the Series which are Principal Sharing Series
for such Distribution Date. The "PRINCIPAL SHORTFALL" for Series 1996-C will
be equal to (i) for any Distribution Date with respect to the Revolving
Period, zero, (ii) for any Distribution Date with respect to the Scheduled
Accumulation Period, the excess, if any, of the Controlled Deposit Amount
with respect to such Distribution Date over the amount of Available Principal
Collections for such Distribution Date (excluding any portion thereof
attributable to Shared Principal Collections), and (c) for any Distribution
Date with respect to the Early Amortization Period, the excess, if any, of
the Adjusted Invested Amount over the amount of Available Principal
Collections for such Distribution Date (excluding any portion thereof
attributable to Shared Principal Collections).
Section 4.11 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-C Holders,
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-C Holders. 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-C Holders. 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 shall
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 written direction
of the Servicer, shall (i) make withdrawals from the Reserve Account from time
to time in an amount up to the Available Reserve Account Amount at such time,
for the purposes
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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, Section 4.7(n).
(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 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 following Transfer Date.
The Trustee shall maintain for the benefit of the Series 1996-C Holders
possession of the 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, the Servicer having reasonably determined that the interest of the
Series 1996-C Holders 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 Available Reserve
Account Amount 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 allocated to Series 1996-C. 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 Scheduled Accumulation Period (on or prior to the Class C
Expected Final Payment 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 Section 4.7(n) with
respect to such Distribution Date or Special Payment Date; AND PROVIDED,
FURTHER, that if the length of the Class A Scheduled Accumulation Period, of
the Class B Scheduled Accumulation Period or of the Class C Scheduled
Accumulation Period, as applicable, is one month, the Reserve Draw Amount for
the Distribution Date following the Class A Scheduled Accumulation Period,
the Class B Scheduled Accumulation Period or the Class C Scheduled
Accumulation Period, as applicable, shall be zero.
(d) In the event that for any Distribution Date the Reserve Draw
Amount is greater than zero, the Reserve Draw Amount, up to the Available
Reserve Account Amount, shall be withdrawn from the Reserve Account on the
related Transfer Date by the Trustee (acting in
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accordance with the instructions of the Servicer), deposited into the
Collection Account and included in (i) on or prior to the Class A Expected
Final Payment Date, Class A Available Funds, (ii) on and after the Class B
Principal Commencement Date and on or prior to the Class B Expected Final
Payment Date, Class B Available Funds, and (iii) on and after the Class C
Principal Commencement Date and on or prior to the Class C Expected Final
Payment Date, Class C Available Funds, in each case 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 Holders of
the Transferor Certificates or their designee an amount equal to such Reserve
Account Surplus.
(f) Upon the earliest to occur of (i) the Series Termination Date,
(ii) the day on which the Invested Amount is reduced to zero, (iii) if the
Scheduled Accumulation Period has not commenced, the occurrence of a Pay Out
Event with respect to Series 1996-C, or (iv) if the Scheduled Accumulation
Period has commenced, the earlier of the first Special Payment Date and the
Class C Expected Final Payment Date, the Trustee, acting in accordance with the
instructions of the Servicer, after the prior payment of all amounts owing to
the Series 1996-C Holders that are payable from the Reserve Account as provided
herein, shall withdraw from the Reserve Account and pay to the Holders of the
Transferor Certificates or their designee 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 4.12 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-C Holders
and the Cash Collateral Depositor, as their interests appear herein, a "CASH
COLLATERAL ACCOUNT" which shall be an Eligible Deposit Account, bearing
designations clearly indicating that the funds deposited therein are held for
the benefit of the Series 1996-C Holders and the Cash Collateral Depositor,
as their interests appear herein. 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-C Holders and the Cash Collateral Depositor as their interests
appear herein. The interests of the Cash Collateral Depositor in the Cash
Collateral Account shall be subordinated to the interests of the Series
1996-C Holders as provided herein and in the Cash Collateral 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 thirty calendar days, as to which
each Rating Agency shall consent) establish a new Cash Collateral Account
meeting the conditions
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specified above as an Eligible Deposit Account, and shall transfer any cash
and/or any investments to such new Cash Collateral Account. The Cash Collateral
Depositor shall on the Closing Date deposit into the Cash Collateral Account the
Initial Cash Collateral Amount. The Trustee, at the direction of the Servicer,
shall (i) on the Closing Date, deposit in the Cash Collateral Account the
proceeds of the deposit equal to the Initial Cash Collateral Amount to be made
on such date by the Cash Collateral Depositor, (ii) on the date any additional
deposit is made to the Cash Collateral Account pursuant to Section 4.15, deposit
into the Cash Collateral Account the additional deposit to be made on such date
by the Cash Collateral Depositor, (iii) on the date any additional deposit is
made to the Cash Collateral Account pursuant to the Cash Collateral Agreement,
deposit in the Cash Collateral Account the additional deposit to be made on such
date, (iv) make withdrawals from the Cash Collateral Account from time to time
in an amount up to the Available Cash Collateral Amount at such time, for the
purposes set forth in paragraphs (c) through and including (l) below, and (v) on
each Distribution Date prior to the termination of the Cash Collateral Account
make a deposit into the Cash Collateral Account in the amount specified in, and
otherwise in accordance with, Section 4.7(l). All withdrawals from the Cash
Collateral Account shall be made in the priority set forth below. The Cash
Collateral Depositor shall not be entitled to reimbursement from the Trust
Assets for any withdrawals from the Cash Collateral Account except as
specifically provided herein.
(b) Funds on deposit in the Cash Collateral Account shall be
invested at the written direction of the Servicer (or the Cash Collateral
Depositor, if so provided in the Class C Supplemental Agreement) 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 Series 1996-C Holders
may be adversely affected if such Eligible Investment is held to 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-C Holders and
the Cash Collateral Depositor possession of the 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 distributed to the Cash Collateral Depositor or
its designee. For purposes of determining the availability of 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 "CLASS A REQUIRED DRAW AMOUNT") (determined after giving effect
to any distribution to be made pursuant to Section 4.5(a) on the related
Distribution Date) equal to the excess, if any, of (i) the Class A Required
Amount, if any, with respect to such Distribution Date over (ii) the amount
of Excess Spread and Excess Finance Charge Collections allocated to Series
1996-C available pursuant to
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Section 4.7(a) to fund the Class A Required Amount on such Distribution Date.
(d) On each Determination Date, the Servicer shall calculate the
amount (the "CLASS B INTEREST DRAW AMOUNT") (determined after giving effect
to any distribution to be made pursuant to Section 4.5(b)(i) and Section
4.7(c) on the related Distribution Date) of (i) any Class B Monthly Interest
due but not distributed to the Class B Certificateholders on such
Distribution Date, (ii) any Class B Monthly Interest previously due but not
distributed to the Class B Certificateholders on a prior Distribution Date
and (iii) any Class B Additional Interest due but not distributed to the
Class B Certificateholders on such Distribution Date and any Class B
Additional Interest previously due but not distributed to the Class B
Certificateholders on a prior Distribution Date.
(e) On each Determination Date, the Servicer shall calculate the
amount (the "CLASS B SERVICING DRAW AMOUNT") equal to the excess, if any, of
(i) the Class B Servicing Fee due but not paid to the Servicer on either such
Distribution Date or a prior Distribution Date over (ii) the amount of Class
B Available Funds, Excess Spread and Excess Finance Charge Collections
allocated to Series 1996-C available pursuant to Section 4.5(b)(ii) and
Section 4.7(d) to fund such Class B Servicing Fee on such Distribution
Date.
(f) On each Determination Date, the Servicer shall calculate the
amount (the "CLASS B DEFAULT DRAW AMOUNT") equal to the excess, if any, of
(i) the Class B Investor Default Amount for the related Distribution Date
over (ii) the amount of Excess Spread and Excess Finance Charge Collections
allocated to Series 1996-C available pursuant to Section 4.7(e) to fund such
Class B Investor Default Amount on such Distribution Date.
(g) On each Determination Date, the Servicer shall calculate the
amount (the "CLASS C INTEREST DRAW AMOUNT") (determined after giving effect
to any distribution to be made pursuant to Section 4.7(g) on the related
Distribution Date) of (i) any Class C Monthly Interest due but not
distributed to the Class C Interest Holders on such Distribution Date, (ii)
any Class C Monthly Interest previously due but not distributed to the Class
C Interest Holders on a prior Distribution Date, and (iii) any Class C
Additional Interest due but not distributed to the Class C Interest Holders
on such Distribution Date and any Class C Additional Interest previously due
but not distributed to the Class C Interest Holders on a prior Distribution
Date.
(h) On each Determination Date, the Servicer shall calculate the
amount (the "CLASS C SERVICING DRAW AMOUNT") equal to the excess, if any, of
(i) the Class C Servicing Fee due but not paid to the Servicer either such
Distribution Date or a prior Distribution Date over (ii) the amount of Class
C Available Funds, Excess Spread and Excess Finance Charge Collections
allocated to Series 1996-C available pursuant to Section 4.5(c)(i) and
Section 4.7(h) to fund such Class C Servicing Fee on such Distribution Date.
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(i) On each Determination Date, the Servicer shall calculate the
amount (the "CLASS C DEFAULT DRAW AMOUNT") equal to the excess, if any, of
(i) the Class C Investor Default Amount for the related Distribution Date
over (ii) the amount of Excess Spread and Excess Finance Charge Collections
allocated to Series 1996-C available pursuant to Section 4.7(i) to fund such
Class C Investor Default Amount on such Distribution Date.
(j) If for any Distribution Date the sum of any Class A Required
Draw Amount, Class B Interest Draw Amount, Class B Servicing Draw Amount,
Class B Default Draw Amount, Class C Interest Draw Amount, Class C Servicing
Draw Amount and Class C Default Draw Amount (such sum, the "TOTAL DRAW
AMOUNT"), is greater than zero, the Servicer shall give written notice to the
Trustee and the Cash Collateral Depositor, in substantially the form of
EXHIBIT B, of such positive Total Draw Amount on the related Determination
Date. On the related Transfer Date, withdrawals will be made by the Trustee
from the Cash Collateral Account as follows:
(A) the portion of the Total Draw Amount allocable to the Class
A Required Draw Amount, if any, up to the Available Cash Collateral
Amount, shall be withdrawn from the Cash Collateral Account on the
related Transfer Date and distributed first to fund any deficiency
pursuant to Section 4.5(a)(i), second to fund any deficiency in the
Class A Monthly Servicing Fee pursuant to Section 4.5(a)(ii) and third
to fund any deficiency in the Class A Investor Default Amount pursuant
to Section 4.5(a)(iii);
(B) the portion of the Total Draw Amount allocable to the Class
B Interest Draw Amount, if any, up to the Available Cash Collateral
Amount (determined after giving effect to any withdrawal pursuant to
clause (A)), shall be withdrawn from the Cash Collateral Account on
the related Transfer Date and distributed to pay the portion of the
interest on the Class B Certificates for such Distribution Date not
paid pursuant to Section 4.7(c);
(C) the portion of the Total Draw Amount allocable to the Class
B Servicing Draw Amount, if any, up to the Available Cash Collateral
Amount (determined after giving effect to any withdrawal pursuant to
clauses (A) and (B)), shall be withdrawn from the Cash Collateral
Account and used to pay the portion of the Class B Servicing Fee for
such Distribution Date not paid pursuant to Section 4.7(d);
(D) the portion of the Total Draw Amount allocable to the Class
B Default Draw Amount, if any, up to the Available Cash Collateral
Amount (determined after giving effect to any withdrawal pursuant to
clauses (A), (B) and (C)), shall be withdrawn from the Cash Collateral
Account on the related Transfer Date and used
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to pay the portion of the Class B Investor Default Amount for such
Distribution Date not paid pursuant to Section 4.7(e);
(E) the portion of the Total Draw Amount allocable to the Class
C Interest Draw Amount, if any, up to the Available Cash Collateral
Amount (determined after giving effect to any withdrawal pursuant to
clauses (A) through (D)), shall be withdrawn from the Cash Collateral
Account on the related Transfer Date and distributed to pay the
portion of the interest on the Class C Certificates for such
Distribution Date not paid pursuant to Section 4.7(g);
(F) the portion of the Total Draw Amount allocable to the Class
C Servicing Draw Amount, if any, up to the Available Cash Collateral
Amount (determined after giving effect to any withdrawal pursuant to
clauses (A) and (E)), shall be withdrawn from the Cash Collateral
Account and used to pay the portion of the Class C Servicing Fee for
such Distribution Date not paid pursuant to Section 4.7(h); and
(G) the portion of the Total Draw Amount allocable to the Class
C Default Draw Amount, if any, up to the Available Cash Collateral
Amount (determined after giving effect to any withdrawal pursuant to
clauses (A) through (F)), shall be withdrawn from the Cash Collateral
Account on the related Transfer Date and used to pay the portion of
the Class C Investor Default Amount for such Distribution Date not
paid pursuant to Section 4.7(i).
(k) If the Cash Collateral Account 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, is greater than
zero, the Trustee, acting in accordance with the instructions of the
Servicer, shall withdraw from the Cash Collateral Account, and pay to the
Cash Collateral Depositor or its designee, an amount equal to such Cash
Collateral Account Surplus.
(l) Upon the earlier to occur of (i) the Series Termination Date
and (ii) the day on which the Class A Invested Amount, the Class B Invested
Amount and the Class C Invested Amount are each paid in full to the Class A
Certificateholders, the Class B Certificateholders and the Class C Interest
Holders, the Trustee, acting in accordance with the instructions of the
Servicer, after the prior payment of all amounts owing to the Class A
Certificateholders, the Class B Certificateholders and the Class C Interest
Holders which are payable from the Cash Collateral Account as provided
herein, shall withdraw from the Cash Collateral Account for payment to the
Cash Collateral Depositor or its designee, all amounts, if any, on deposit in
the Cash Collateral Account and the Cash Collateral Account shall be deemed
to have terminated for purposes of this Supplement.
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(m) The Required Cash Collateral Amount may be modified without the
consent of the Series 1996-C Holders, if the Rating Agency Condition shall have
been satisfied and each Transferor shall have delivered to the Trustee an
Officer's Certificate to the effect that, in the reasonable belief such
modification will not cause a Pay Out Event with respect to Series 1996-C 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-C.
Section 4.13 DETERMINATION OF LIBOR.
(a) On each LIBOR Determination Date, the Trustee will determine LIBOR
on the basis of the rate for one-month United States dollar deposits (commencing
on the first day of the applicable Interest Period (or portion of the initial
Interest Period) or if such day is not a London Business Day, the rate that will
be in effect on the next succeeding London Business Day) that appears on
Tolerate Page 3750 as of 11 a.m., London time, on such date. If such date does
not appear on Tolerate Page 3750, the rate for that date will be determined on
the basis of the rates at which one-month United States dollars are offered by
the Reference Banks at approximately 11:00 a.m., London time, on that day to
prime banks in the London interbank market (commencing on the first day of the
applicable Interest Period (or portion of the initial Interest Period)). The
Trustee will request the principal London office of each of the Reference Banks
to provide a quotation of its rate. If at least two such quotations are
provided, the rate for that date will be the arithmetic mean (rounded upwards to
four decimal places) of the quotations. If fewer than two quotations are
provided as requested, the rate for that date will be the arithmetic mean
(rounded upwards to four decimal places) of the rates quoted by major banks in
New York City, selected by the Servicer, at approximately 11:00 a.m., New York
City time, on that day for loans in United States dollars to leading European
banks for a one month period (commencing on the first day of the applicable
Interest Period or portion of the initial Interest Period).
(b) The Class A Certificate Rate and the Class B Certificate Rate
applicable to the then current and the immediately preceding Interest Periods
may be obtained by any Series 1996-C Certificateholder by telephoning the
Trustee at its Corporate Trust Office at 1-800-735-7777.
(c) On each LIBOR Determination Date, the Trustee shall send to the
Servicer by facsimile notification of LIBOR for the following Interest Period.
Section 4.14. Pre-Funding 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-C Holders,
as their interests appear herein, a "Pre-Funding Account", which shall be an
Eligible Deposit Account, bearing a designation clearly indicating that the
funds deposited therein are held for the benefit of the Series 1996-C Holders.
The Trustee shall possess all right, title and interest in all funds on deposit
from time to time in the Pre-Funding Account and in all proceeds thereof. The
Pre-Funding Account shall be under the sole dominion and control of the Trustee
for the benefit of the Series 1996-C Holders as their interests appear herein.
If at any time the Pre-Funding 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 shall consent in writing) establish a new Pre-Funding Account meeting the
conditions specified above as an Eligible Deposit Account, and shall transfer
any cash and/or any investments to such new Pre-Funding Account. In addition,
after five days' written 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." 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 from
the Pre-Funding Account for the purposes of carrying out the Servicer's or the
Trustee's duties hereunder.
(b) The Transferors shall on the Closing Date deposit into the
Pre-Funding Account the Initial Pre-Funded Amount. 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, net of
investment expenses and losses, on the Pre-Funded Amount on deposit in the
Pre-Funding Account on or before the related Determination Date. Such investment
income shall be deemed to be Collections of Finance Charge Receivables allocated
solely to Series 1996-C. 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.
(c) Funds on deposit in the Pre-Funding Account shall be invested
in Eligible Investments by the Trustee selected at the written direction of the
Servicer. The Servicer will instruct the Trustee to invest the funds in the
Pre-Funding Account in Eligible Investments with various maturities which, in
the best judgment of the Servicer, will mature so that such funds will be
available for withdrawal on the Business Day of each projected increase in the
Invested Amount pursuant to Section 4.15 or, if earlier, on the next succeeding
Determination Date.
(d) In the event that the Pre-Funded Amount exceeds zero at the end
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 Class C Interests on
a pro rata basis (in proportion to the Class A Invested Amount, the Class B
Invested Amount and the Class C Invested Amount, respectively). Such payments
shall be made on the first Distribution Date following the end of the Funding
Period. In addition, in the event that the Pre-Funded Amount exceeds zero at the
time any payment is made pursuant to Article VIII hereof, 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 Class C Interests on a pro rata basis (in proportion to the
Class A Invested Amount, the Class B Invested Amount and the Class C Invested
Amount, respectively). Such payments shall be made on the date of the applicable
payment pursuant to Article VIII hereof.
Section 4.15 Increases in Invested Amount
On each Business Day during the Funding Period, commencing no later
than the Business Day following the Closing Date, the Invested Amount shall
increase to the extent that the Transferor Amount as of the opening of business
on such day exceeds the Pre-Funding Transferor Amount as of the opening of
business on such day; provided, however, that the Invested Amount shall in no
event exceed the Full Invested Amount or increase by an amount in excess of the
Pre-Funded Amount immediately prior to giving effect to such increase. On the
date of any such increase in the Invested Amount (and prior to the release of
any funds to the Holders of the Transferor Certificates pursuant to this Section
4.15), the Cash Collateral Depositor shall deposit or cause to be deposited into
the Cash Collateral Account an amount equal to 3% of the amount of such
increase in the Invested Amount. Any such deposit to the Cash Collateral Account
may be made by a transfer of funds that are otherwise to be released to the
Holders of the Transferor Certificates pursuant to this Section 4.15 from the
Pre-Funding Account to the Cash Collateral Account pursuant to written
instruction of the Transferors to the Trustee and the Servicer. Such increase in
the Invested Amount shall be allocated to the Class A Certificateholders, the
Class B Certificateholders and the Class C Interest Holders on a pro rata basis
(in proportion to the Class A Invested Amount, the Class B Invested Amount and
the Class C Invested Amount, respectively). Upon any increase in the Invested
Amount pursuant to this Section 4.15, the Servicer shall instruct the Trustee in
writing to withdraw from the Pre-Funding Account and pay to the Holders of the
Transferor Certificates on such Business Day an amount equal to the amount of
such increase in the Invested Amount (after deduction of any portion thereof to
be transferred to the Cash Collateral Account pursuant to this Section
4.15).
ARTICLE V
DISTRIBUTIONS AND REPORTS TO
SERIES 1996-C HOLDERS
Section 5.1 DISTRIBUTIONS.
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(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.
(b) On each Distribution Date, commencing with the first to occur
of the first Special Payment Date or the Class A Expected Final 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 on
deposit in the Principal Funding Account 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
Invested Amount on such date.
(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 first to occur
of the first Special Payment Date or the Class B Expected Final Payment 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 on
deposit in the Principal Funding Account 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
Invested Amount on such date.
(e) On each Distribution Date, the Paying Agent shall distribute
to each Class C Interest Holder of record on the related Record Date such
Class C Interest Holder's PRO RATA share of the amounts that are allocated
and available on such Distribution Date to pay interest on the Class C
Interests pursuant to this Supplement (including amounts available from any
draw on the Spread Account for the purpose of paying such interest).
(f) On each Distribution Date, commencing with the first to occur
of the first Special Payment Date or the Class C Expected Final Payment Date,
the Paying Agent shall distribute to each Class C Interest Holder of record
on the related Record Date such Class C Interest Holder's PRO RATA share of
the amounts on deposit in the Principal Funding Account that are allocated
and available on such date to pay principal of the Class C Interests pursuant
to this Supplement (including amounts available from any draw on the Spread
Account for the purpose of paying such
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principal) up to a maximum amount on any such date equal to the Class C
Invested Amount on such date.
(g) 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.
(h) Except as provided in Section 12.02 of the Agreement with
respect to a final distribution in respect of the Class A Certificates or the
Class B Certificates, distributions to Series 1996-C Holders hereunder shall
be made by check mailed to each Series 1996-C Holder at such Series 1996-C
Holder's address appearing in the Certificate Register or the Book-Entry
Register, as applicable, without presentation or surrender of any Series
1996-C Certificate or the making of any notation thereon; PROVIDED, HOWEVER,
that with respect to Series 1996-C Certificates registered in the name of a
Clearing Agency, such distributions shall be made to such Clearing Agency in
immediately available funds; PROVIDED FURTHER that with respect to the Class
C Interests, such distributions shall be made by wire transfer of immediately
available funds in accordance with wire instructions provided in writing to
the Paying Agent by the record holder of such Class C Interests at least five
days prior to the date on which the applicable payment is to be made.
Section 5.2 REPORTS AND STATEMENTS TO SERIES 1996-C HOLDERS.
(a) On each Distribution Date, the Paying Agent, on behalf of the
Trustee, shall forward to each Class A Certificateholder, each Class B
Certificateholder and each Class C Interest Holder a statement substantially
in the form of EXHIBIT C prepared by the Servicer.
(b) Not later than each Determination Date, the Servicer shall
deliver to the Trustee, the Paying Agent, each Rating Agency and each Series
Enhancer (i) statements substantially in the form of EXHIBIT C prepared by
the Servicer and (ii) a certificate of a Servicing Officer substantially in
the form of EXHIBIT D.
(c) 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-C Holder, a statement prepared by the
Servicer containing the information which is required to be contained in the
statement to Series 1996-C Holders, as set forth in paragraph (a) above,
aggregated for such calendar year or the applicable portion thereof during
which such Person was a Series 1996-C Holder, 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.
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ARTICLE VI
PAY OUT EVENTS
Section 6.1 ADDITIONAL PAY OUT EVENTS.
If any one of the following events shall occur with respect to
Series 1996-C:
(a) failure on the part of either Transferor (i) to make any
payment or deposit required by the terms of the Agreement or this
Supplement on or before the date occurring five Business Days after the
date such payment or deposit is required to be made therein or herein or
(ii) duly to observe or perform any other covenants or agreements of such
Transferor set forth in the Agreement or this Supplement, which failure has
a material adverse effect on the Series 1996-C Holders and which 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 Transferors by the Trustee, or to the Transferors and the Trustee by
any Series 1996-C Holder and continues to materially and adversely affect
the interests of the Series 1996-C Holders for such period;
(b) any representation or warranty made by either Transferor in
the Agreement or this Supplement, or any information contained in a
computer file or microfiche list required to be delivered by such
Transferor pursuant to Section 2.01 or 2.09(f) of the Agreement, shall
prove to have been incorrect in any material respect when made or when
delivered, which continues to be incorrect in any material respect for a
period of 60 days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Transferors
by the Trustee, or to the Transferors and the Trustee by any Series 1996-C
Holder and as a result of which the interests of the Series 1996-C Holders
are materially and adversely affected and continue to be materially and
adversely affected for such period; PROVIDED, HOWEVER, that a Pay Out Event
pursuant to this Section 6.1(b) shall not be deemed to have occurred
hereunder if such Transferor has accepted reassignment of the related
Receivable or all such Receivables, if applicable, during such period (or
such longer period as the Trustee may specify) in accordance with the
provisions of the Agreement;
(c) a failure by the Transferors to convey Receivables in
Additional Accounts or Participation Interests to the Trust within five
Business Days after the day on which the Transferors are required to convey
such Receivables or Participation Interests pursuant to Section 2.09(a) of
the Agreement;
(d) any Servicer Default shall occur;
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(e) the average Portfolio Yield for any three consecutive
Monthly Periods is reduced to a rate which is less than the average of the
Base Rates for such periods; or
(f) the failure to pay in full the Class A Invested Amount on
the Class A Expected Final Payment Date, the Class B Invested Amount on the
Class B Expected Final Payment Date or the Class C Invested Amount on the
Class C Expected Final Payment Date;
then, in the case of any event described in subparagraph (a), (b) or (d),
after the applicable grace period, if any, set forth in such subparagraphs,
either the Trustee or Series 1996-C Holders evidencing more than 50% of the
aggregate unpaid principal amount of Series 1996-C by notice then given in
writing to the Transferors and the Servicer (and to the Trustee if given by
the Series 1996-C Holders) may declare that a Pay Out Event has occurred
with respect to Series 1996-C as of the date of such notice, and, in the
case of any event described in subparagraph (c), (e) or (f) a Pay Out Event
shall occur with respect to Series 1996-C without any notice or other
action on the part of the Trustee or the Series 1996-C Holders immediately
upon the occurrence of such event.
ARTICLE VII
OPTIONAL REPURCHASE; SERIES TERMINATION
Section 7.1 OPTIONAL REPURCHASE.
(a) On any day occurring on or after the date on which the
Invested Amount (after giving effect to any funds available for distribution
in respect of principal on such date) is reduced to 5.0% or less of the
Invested Amount as of the last day of the Funding Period, the Transferors shall
have the option to purchase the interest of the Series 1996-C Holders 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;
PROVIDED that such repurchase option may not be exercised if the outstanding
principal amount of Series 1996-C exceeds the Invested Amount.
(b) If the Transferors intend to exercise such purchase option,
the Transferors shall give the Servicer and the Trustee at least ten days
prior written notice of the date on which the Transferors intend to exercise
such purchase option. Not later than 12:00 noon, New York City time, on such
day the Transferors shall deposit the Reassignment Amount into the Collection
Account in immediately available funds. Such purchase option is subject to
payment in full of the Reassignment Amount. Following the deposit of the
Reassignment Amount into the Collection Account in accordance with the
foregoing, the Reassignment Amount, together with all funds on deposit in the
Principal Funding Account, shall be distributed to the Paying Agent for
payment to the Series 1996-C Holders and the Invested Amount shall be reduced
to zero and the Series 1996-C Holders and the
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Series Enhancers shall have no further interest in the Receivables. The
Reassignment Amount shall be distributed as set forth in Section 8.1(b).
Section 7.2 SERIES TERMINATION.
(a) If, on the March 2007 Distribution Date, the Invested
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
forty-day period that begins on such Distribution Date, solicit bids for the
sale of interests in the Principal Receivables or certain Principal
Receivables, together in each case with the related Finance Charge
Receivables in an amount equal to the Invested 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 (as provided in Section
7.2(b)) occur on the Series Termination Date. The Transferors and each
Series Enhancer 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. Upon the expiration of such forty-day period, the Trustee will
determine (i) which bid is the highest cash purchase offer and (ii) the
amount that otherwise will be available in the Collection Account on the
Series Termination Date for distribution to the Series 1996-C Holders.
(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-C Holders 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 March 2007 Distribution Date to the Series Termination
Date, the Servicer shall continue to collect payments on the Receivables and
allocate and deposit such Collections (including the amount available in the
Collection Account, funds available to be withdrawn from the Cash Collateral
Account and funds available to be withdrawn from the Spread Account on the
Series Termination Date) in accordance with the provisions of the Agreement,
this Supplement and the Class C Supplemental Agreement.
ARTICLE VIII
FINAL DISTRIBUTIONS
SECTION 8.1 SALE OF RECEIVABLES OR CERTIFICATEHOLDERS' INTEREST
PURSUANT TO SECTION 2.06 OR 10.01 OF THE AGREEMENT AND SECTION 7.1 OR 7.2 OF
THIS SUPPLEMENT.
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(a) REASSIGNMENT AMOUNT. The amount to be paid by the Transferors
with respect to Series 1996-C in connection with a reassignment of Receivables
to the Transferor pursuant to Section 2.06 of the Agreement or a repurchase of
the Certificateholder's Interest pursuant to Section 10.01 of the Agreement
equals 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 7.1 OR 7.2 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, any amounts allocable to Series 1996-C deposited into the
Collection Account pursuant to Section 7.2 or any amounts allocable to Series
1996-C deposited into the Collection Account pursuant to Section 2.06 or 10.01
of the Agreement, the Trustee shall, not later than 12:00 noon, 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) (A) the Class A Invested Amount on
such Distribution Date will be distributed to the Paying Agent for payment to
the Class A Certificateholders and (B) an amount equal to the sum of (1) Class A
Monthly Interest for such Distribution Date, (2) any Class A Monthly Interest
previously due but not distributed to the Class A Certificateholders on a prior
Distribution Date and (3) 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) (A) the Class B Invested Amount on such Distribution
Date will be distributed to the Paying Agent for payment to the Class B
Certificateholders and (B) an amount equal to the sum of (1) Class B Monthly
Interest for such Distribution Date, (2) any Class B Monthly Interest previously
due but not distributed to the Class B Certificateholders on a prior
Distribution Date and (3) 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, (iii) (A) the Class C Invested Amount on such Distribution
Date will be distributed to the Paying Agent for payment to the Class C Interest
Holders and (B) an amount equal to the sum of (1) Class C Monthly Interest for
such Distribution Date, (2) any Class C Monthly Interest previously due but not
distributed to the Class C Interest Holders on a prior Distribution Date and
(3) the amount of Class C Additional Interest, if any, for such Distribution
Date and any Class C Additional Interest previously due but not distributed to
the Class C Interest Holders on any prior Distribution Date will be distributed
to the Paying Agent for payment to the Class C Interest Holders, (iv) pay to the
Cash Collateral Depositor or its designee an amount equal to the amount of any
draws on the Cash Collateral Account that have not previously been reimbursed,
and (v) the balance, if any, will be distributed to the Holders of the
Transferor Certificate or their designee.
(c) Notwithstanding anything to the contrary in this Supplement or
the
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Agreement, all amounts distributed to the Paying Agent pursuant to Section
8.1(b) for payment to the Series 1996-C Holders shall be deemed distributed
in full to the Series 1996-C Holders 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 (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, (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 (A) the product of (1)
the portion of such Insolvency Proceeds allocated to Collections of Principal
Receivables and (2) the Principal Allocation Percentage with respect to the
related Monthly Period MINUS (B) the amount distributed to the Paying Agent
pursuant to clause (i) of this sentence and (iii) deduct an amount equal to
the Class C 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 Paying Agent for payment to the
Class C Interest Holders, PROVIDED that the amount of such distribution shall
not exceed (A) the product of (1) the portion of such Insolvency Proceeds
allocated to Collections of Principal Receivables and (2) the Principal
Allocation Percentage with respect to the related Monthly Period MINUS (B)
the amount distributed to the Paying Agent pursuant to clauses (i) and (ii)
of this sentence. To the extent that the product of (I) the portion of the
Insolvency Proceeds allocated to Collections of Principal Receivables and
(II) the Principal Allocation Percentage with respect to the related Monthly
Period exceeds the aggregate amounts distributed to the Paying Agent pursuant
to the preceding sentence, the excess shall be (i) paid to the Cash
Collateral Depositor or its designee in an amount equal to the amount of any
draws on the Cash Collateral Account that have not been reimbursed, and (ii)
to the extent of any remaining funds, paid to the Holders of the Transferor
Certificates or their designee on such Distribution Date.
(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
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distributions otherwise to be made on such Distribution Date) (i) deduct 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 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 (1) the portion of the Insolvency Proceeds
allocated to Collections of Finance Charge Receivables, (2) the Floating
Allocation Percentage with respect to the related Monthly Period and (3) the
Class A Floating Allocation Percentage with respect to such Monthly Period,
(ii) deduct an amount equal to the sum of (A) Class B Monthly Interest for
such Distribution Date, (B) Class B Monthly Interest previously due but not
distributed to the Class B Certificateholders 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 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 (1) the portion of the Insolvency Proceeds allocated to
Collections of Finance Charge Receivables, (2) the Floating Allocation
Percentage with respect to the related Monthly Period and (3) the Class B
Floating Allocation Percentage with respect to such Monthly Period and (iii)
deduct an amount equal to the sum of (A) Class C Monthly Interest for such
Distribution Date, (B) Class C Monthly Interest previously due but not
distributed to the Class C Interest Holders, and (C) the amount of Class C
Additional Interest, if any, for such Distribution Date and any Class C
Additional Interest previously due but not distributed to the Class C
Interest Holders 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 C
Interest Holders, PROVIDED that the amount of such distribution shall not
exceed the product of (1) the portion of the Insolvency Proceeds allocated to
Collections of Finance Charge Receivables, (2) the Floating Allocation
Percentage with respect to the related Monthly Period and (3) the Class C
Floating Allocation Percentage with respect to such Monthly Period. To the
extent that the product of (I) the portion of the Insolvency Proceeds
allocated to Collections of Finance Charge Receivables and (II) 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 (i) paid to the Cash Collateral Depositor or
its designee in an amount equal to the amount of any draws on the Cash
Collateral Account that have not been reimbursed and (ii) to the extent of
any remaining funds paid to the Holders of the Transferor Certificates or
their designee on such Distribution Date.
(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
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Series 1996-C Holders shall be deemed distributed in full to the Series
1996-C Holders 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.
(d) Notwithstanding any provision of the Agreement or this
Supplement, for the purposes of Section 9.02(a) of the Agreement, the Series
1996-C Holders shall not be deemed to have disapproved a liquidation of
Receivables following an Insolvency Event unless Holders of more than 50% of
the aggregate unpaid principal amount of each of the Class A Certificates,
the Class B Certificates and the Class C Interests shall have disapproved of
such liquidation.
ARTICLE IX
FORM OF SECURITIES
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
initially be registered in the name of Cede & Co., its nominee.
Section 9.2 UNCERTIFICATED SECURITIES.
The Class C Interest shall be delivered in uncertificated form as
provided in the Class C Supplemental Agreement.
Section 9.3 ERISA MATTERS.
The Class A Certificates and the Class B Certificates shall contain
a legend and text substantially in the form of Exhibit E hereto, which legend
and text shall be included in lieu of the legend and text contained in
Exhibit E-3 to the Agreement. The provisions of Section 6.04(c) of the
Agreement shall apply to the Class A Certificates and the Class B
Certificates.
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.1 RATIFICATION OF AGREEMENT.
As supplemented by this Supplement and the Class C Supplemental
Agreement, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented by this Supplement and the Class C Supplemental
Agreement shall be read, taken and construed as one and
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the same instrument.
Section 10.2 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 10.3 GOVERNING LAW.
THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
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 10.4 DETERMINATION OF MATERIAL ADVERSE EFFECT.
Any determination of material adverse effect on Investor
Certificateholders under the Agreement or this Supplement shall be made
without regard to whether funds are then available in the Cash Collateral
Account (including without limitation, any determination of whether a
representation or warranty made therein or herein is correct or whether
either Transferor or the Servicer has duly performed a covenant contained
therein or herein).
Section 10.5 AMENDMENTS.
(a) This Supplement (and the Class C Supplemental Agreement) and
the Pooling and Servicing Agreement may be amended by the Transferors without
the consent of the Servicer, the Trustee, any Investor Certificateholders
(including Series 1996-C but excluding any other Series unless the related
Series Supplement so provides) or (unless specifically provided in the
related Series Supplement) any Series Enhancer if the Transferors provide to
the Trustee (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 Trustee's consent
if the Trustee's rights, duties and obligations hereunder are thereby
modified and (ii) Rating Agency Condition shall have been satisfied with
respect to any such amendment. The Transferors shall provide the Rating
Agencies with prior written notice of any such amendment or modification.
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(b) This Supplement (and the Class C Supplemental Agreement) and
the Pooling and Servicing Agreement may be amended by the Transferors without
the consent of the Servicer, the Trustee, any Investor Certificateholder
(including Series 1996-C but excluding any other Series unless the related
Series Supplement so provides) or (unless specifically provided in the
related Series Supplement) any Series Enhancer (i) to add, modify or
eliminate such provisions as may be necessary or advisable in order to enable
all or a portion of the Trust to qualify as, and to permit an election to be
made to cause the Trust or a portion thereof to be treated as, a "financial
asset securitization investment trust" as described in the Small Business Job
Protection Act of 1996, or to enable the Trust or any portion thereof to
qualify and an election to be made for similar treatment under any comparable
subsequent federal income tax provisions as may be enacted into law, and (ii)
in connection with any such election, to modify or eliminate existing
provisions of this Supplement (and the Class C Supplemental Agreement) or the
Pooling and Servicing Agreement relating to the intended federal income tax
treatment of the Class A Certificates, the Class B Certificates, the Class C
Interests, any other Series or Class of Investor Certificates or the Trust in
the absence of the election. Additionally, this Supplement (and the Class C
Supplemental Agreement) and the Pooling and Servicing Agreement may be
amended by the Transferors without the consent of the Servicer, the Trustee,
any Investor Certificateholder (including Series 1996-C but excluding any
other Series unless the related Series Supplement so provides) or (unless
specifically provided in the related Series Supplement) any Series Enhancer
(i) to add, modify or eliminate such provisions as may be necessary or
advisable in order to enable all or a portion of the Trust to qualify as, and
to permit an election to be made to cause the Trust or a portion thereof to
be treated as, an entity that for U.S. federal income tax purposes will be
disregarded or will be a partnership under the provisions of Proposed U.S.
Treasury Regulations sections 301.7701-1, 301.7701-2 and 301.7701-3 as such
proposed regulations may ultimately be adopted as final regulations by the
U.S. Treasury Department, or to enable the Trust or a portion thereof to
qualify and an election to be made for similar treatment under such
comparable subsequent federal income tax provisions as may ultimately become
law, and (ii) in connection with any such election, to modify or eliminate
existing provisions of this Supplement (and the Class C Supplemental
Agreement) or the Pooling and Servicing Agreement relating to the intended
federal income tax treatment of the Class A Certificates, the Class B
Certificates, the Class C Interests, any other Series or Class of Investor
Certificates or the Trust in the absence of the election. No such amendment
under this Section 10.5(b) shall be deemed effective without (i) delivery to
the Trustee by each of the Transferors of an Officer's Certificate to the
effect that the proposed amendments meet the requirements set forth in this
Subsection, (ii) the Rating Agency Condition shall have been satisfied with
respect to any such amendment, and (iii) Trustee's consent if the Trustee's
rights, duties or obligations hereunder are modified hereby. The amendments
which the Transferors may make without the consent of the Servicer, the
Trustee, any Investor Certificateholder (including Series 1996-C but
excluding any other Series unless the related Supplement so provides)
or (unless specifically provided in the related Supplement) any Series
Enhancer in connection with any election described in this Section 10.5(b)
may include, without limitation, amendments to the provisions of Section 7.04
of the Pooling and Servicing
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Agreement relating to the liability of the Transferors and the provisions of
Section 9.02 of the Pooling and Servicing Agreement relating to the voting
rights of the Investor Certificateholders.
(c) This Supplement (and the Class C Supplemental Agreement)
may be amended by the Transferors without the consent of the Servicer, the
Trustee, any Investor Certificateholder (including Series 1996-C Holders) or
(unless specifically provided in the related Series Supplement) any Series
Enhancer to modify the Floating Allocation Percentage, the Class A Floating
Allocation Percentage, the Class B Floating Allocation Percentage, the Class C
Floating Allocation Percentage, the Principal Allocation Percentage, the Class A
Principal Allocation Percentage, the Class B Principal Allocation Percentage and
the Class C Principal Allocation Percentage; PROVIDED that no such amendment
shall be deemed effective unless the Rating Agency Condition shall have been
satisfied with respect to any such amendment.
Section 10.6 TRANSFERORS' DIRECTION TO TRUSTEE.
The Transferors hereby direct the Trustee to enter into the Class C
Supplemental Agreement pursuant to this Supplement and the Agreement. The
Trustee shall enter into agreements relating to the rights of a successor,
assignee or designee of the Cash Collateral Depositor or to the rights of a
successor, assignee or designee of the Spread Account Residual Interest
Holder. The Trustee hereby agrees and covenants to perform its obligations
in accordance with any such document.
Section 10.7 NO PETITION.
The Trustee, by entering into this Supplement, the Bank, CCBH, each
Series 1996-C Holder, by accepting its Series 1996-C Interest, each holder of
a beneficial interest in a Series 1996-C Interest, by accepting such
beneficial interest, and each Series Enhancer, by entering into the Series
Enhancement, covenants and agrees that it will not, prior to the date that is
one year and one day after the final payment of any series of investor
certificates issued by the Trust or by the Chevy Chase Master Credit Card
Trust, the Chevy Chase 1995-A RACES Certificates issued by the Chevy Chase
1995-A Spread Account Trust or the Chevy Chase 1996-A RACES Certificates
issued by the Chevy Chase 1996-A Spread Account Trust, acquiesce, petition or
otherwise invoke or cause CCBH to invoke the process of any governmental
authority for the purpose of commencing or sustaining a case against CCBH
under any federal or state bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator
or other similar official of CCBH or any substantial part of its property or
ordering the winding up or liquidation of the affairs of CCBH.
Section 10.8 THIRD PARTY BENEFICIARIES.
The Agreement, this Supplement and the Class C Supplemental
Agreement will enure to the benefit of the Series Enhancers.
ARTICLE XI
INTERCHANGE
Section 11.1 INTERCHANGE.
On or prior to each Determination Date, the Transferors shall
notify the Servicer of the amount of Interchange required to be included as
Collections of Finance Charge Receivables
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allocable to Series 1996-C with respect to the preceding Monthly Period
pursuant to the definition of "Interchange" set forth in Section 2.1 of this
Supplement. Not later than 12:00 noon, New York City time, on the related
Transfer Date, the Transferors shall deposit into the Collection Account, in
immediately available funds, the amount of Interchange to be so included as
Collections of Finance Charge Receivables allocable to Series 1996-C with
respect to such Monthly Period. Interchange included as Collections of
Finance Charge Receivables shall be allocated to Series 1996-C Holders in
accordance with Section 4.03(b) of the Agreement but shall be excluded from
Collections of Finance Charge Receivables for purposes of calculating the
allocation of Finance Charge Collections allocable to the Holder of the
Transferor Certificates pursuant to Section 4.03(c) of the Agreement.
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.
CHEVY CHASE BANK, F.S.B.,
as Transferor and as Servicer
By: /s/ Mark A. Holles
----------------------------------
Name: Mark A. Holles
Title: Vice President
CCB HOLDING CORPORATION,
as Transferor
By: /s/ Jessica L. Parker
----------------------------------
Name: Jessica L. Parker
Title: President
BANKERS TRUST COMPANY,
as Trustee
By: /s/ Louis Bodi
----------------------------------
Name: Louis Bodi
Title: Vice President
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FORM OF CLASS A CERTIFICATE
EXHIBIT A-1
REGISTERED $________
No. R-1 CUSIP No. 16678LAH3
THIS CERTIFICATE MAY NOT BE ACQUIRED OR HELD BY OR FOR THE ACCOUNT OF A BENEFIT
PLAN (AS DEFINED BELOW).
UNLESS THIS CLASS A CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO THE TRANSFERORS OR THEIR 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.
CHEVY CHASE MASTER CREDIT CARD TRUST II
SERIES 1996-C
CLASS A FLOATING RATE ASSET BACKED CERTIFICATE
Class A Expected Final Payment Date:
The December 2003 Distribution Date
Each $1,000 minimum denomination represents a
1/246,000 undivided interest
in Class A of the Chevy Chase Master Credit Card Trust II, Series 1996-C
Evidencing an undivided interest in a trust, the corpus of which consists
primarily of receivables generated from time to time in the ordinary course of
business in a portfolio of consumer revolving credit card accounts owned by
CHEVY CHASE BANK, F.S.B.
and other assets and interests constituting the Trust under the Pooling and
Servicing Agreement referred to below.
(Not an interest in or obligation of Chevy Chase Bank, F.S.B.,
CCB Holding Corporation or any affiliate thereof)
A-1-1
<PAGE>
This certifies that CEDE & CO. (the "CLASS A CERTIFICATEHOLDER") is the
registered owner of a fractional undivided interest in certain assets of a trust
(the "TRUST") created pursuant to the Pooling and Servicing Agreement, dated as
of June 1, 1995 (as amended and supplemented, the "AGREEMENT"), as supplemented
by the Series 1996-C Supplement, dated as of December 1, 1996 and the Class C
Supplemental Agreement, dated as of December 1, 1996 (as amended and
supplemented, collectively the "SERIES 1996-C SUPPLEMENT"), by and among Chevy
Chase Bank, F.S.B., a federally chartered stock savings bank, as Transferor and
Servicer, CCB Holding Corporation, as Transferor, and Bankers Trust Company, a
New York banking corporation, as trustee (in such capacity, the "TRUSTEE"). The
corpus of the Trust consists of (i) a portfolio of all receivables (the
"RECEIVABLES") existing in the consumer revolving credit card accounts
identified under the Agreement from time to time (the "ACCOUNTS"), (ii) all
Receivables generated under the Accounts from time to time thereafter, (iii)
funds collected or to be collected from obligors in respect of the Receivables,
(iv) all funds which are from time to time on deposit in the Collection Account
and in the Special Funding Account, and (v) all other assets and interests
constituting the Trust. The Holder of this Certificate is entitled to the
benefit of the funds on deposit in a Cash Collateral Account, the funds on
deposit in a Reserve Account, the funds on deposit in a Pre-Funding Account and
the funds on deposit in a Principal Funding Account, in each case to the
extent provided in the Series 1996-C Supplement. Although a summary of certain
provisions of the Agreement and the Series 1996-C Supplement is set forth below
and in the Summary of Terms and Conditions attached hereto and made a part
hereof, this Class A Certificate does not purport to summarize the Agreement and
the Series 1996-C Supplement and reference is made to the Agreement and the
Series 1996-C Supplement 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 and the Series
1996-C Supplement (without schedules) may be requested from the Trustee by
writing to the Trustee at the Corporate Trust Office. To the extent not defined
herein, the capitalized terms used herein have the meanings ascribed to them in
the Agreement or the Series 1996-C Supplement, as applicable.
This Class A Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement and the Series 1996-C
Supplement, to which Agreement and Series 1996-C Supplement, each as amended and
supplemented from time to time, the Class A Certificateholder by virtue of the
acceptance hereof (and each Certificate Owner, by its acceptance of an interest
in the applicable Certificate) assents and is bound.
It is the intent of the Transferors and the Investor
Certificateholders that, for federal, state and local income and franchise tax
purposes (i) the Investor Certificates will qualify as indebtedness secured by
the Receivables and (ii) the Trust will not be treated as an association or
publicly traded partnership taxable as a corporation. The Class A
Certificateholder, by the acceptance of this Class A Certificate (and each
Certificate Owner, by its acceptance of an interest in the applicable
Certificate), agrees to treat this Class A Certificate for federal, state and
local income and franchise tax purposes as debt. Each Class A Certificateholder
agrees that it
A-1-2
<PAGE>
will cause any Certificate Owner acquiring an interest in a Certificate through
it to comply with the Agreement as to treatment as indebtedness under applicable
tax law as provided therein.
Interest will accrue on the Class A Certificates for the period
from the Closing Date through and including January 14, 1997, and for the period
from January 15, 1997 through and including February 17, 1997, and for each
Interest Period thereafter at a rate of 0.14% per annum above LIBOR as
determined on the applicable LIBOR Determination Date and calculated on the
basis of actual days elapsed and a 360 day year.
In general, payments of principal with respect to the Class A
Certificates are limited to the Class A Invested Amount, which may be less than
the unpaid principal balance of the Class A Certificates. The Class A Expected
Final Payment Date is the December 2003 Distribution Date, but principal with
respect to the Class A Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Series 1996-C Supplement. If
for one or more months during the Class A Scheduled Accumulation Period there
are not sufficient funds to pay the Controlled Deposit Amount, then to the
extent that excess funds are not available on subsequent Distribution Dates with
respect to the Class A Scheduled Accumulation Period to make up for such
shortfalls, the final payment of principal of the Class A Certificates will
occur later than the Class A Expected Final Payment Date.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Trustee, by manual signature, this Class A Certificate
shall not be entitled to any benefit under the Agreement or the Series 1996-C
Supplement or be valid for any purpose.
IN WITNESS WHEREOF, the Transferors have caused this Class A
Certificate to be duly executed.
CHEVY CHASE BANK, F.S.B.
By:
-------------------------
Name:
Title:
CCB HOLDING CORPORATION
By:
-------------------------
Name:
Title:
Dated: December __, 1996
A-1-3
<PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates referred to in the
Agreement and Series 1996-C Supplement.
BANKERS TRUST COMPANY,
as Trustee
By:
------------------------
Authorized Signatory
Dated: December __, 1996
A-1-4
<PAGE>
CHEVY CHASE MASTER CREDIT CARD TRUST II
Series 1996-C
CLASS A FLOATING RATE ASSET BACKED CERTIFICATE
Summary of Terms and Conditions
The Receivables consist of Principal Receivables, which arise
generally from the purchase of goods and services and amounts advanced to
accountholders as cash advances, and Finance Charge Receivables. This Class A
Certificate is one of a Series of Certificates entitled Chevy Chase Master
Credit Card Trust II, Series 1996-C (the "SERIES 1996-C CERTIFICATES"), and one
of a class thereof entitled Class A Floating Rate Asset Backed Certificates,
Series 1996-C (the "CLASS A CERTIFICATES"), each of which represents a
fractional undivided interest in certain assets of the Trust. The Trust Assets
are allocated in part to the certificateholders of all outstanding Series (the
"CERTIFICATEHOLDERS' INTEREST") with the remainder allocated to the Holders of
the Transferor Certificates. The aggregate interest represented by the Class A
Certificates at any time in the Principal Receivables in the Trust shall not
exceed an amount equal to the Class A Invested Amount at such time. The Class A
Invested Amount is $184,500,000 on the Closing Date (the "CLASS A INITIAL
INVESTED AMOUNT"). During the Funding Period, the Class A Invested Amount will,
under certain circumstances, increase until the Class A Invested Amount is equal
to $246,000,000. The 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 as a result of withdrawals from the Pre-Funding Account in
connection with increases in the Transferor Amount pursuant to Section 4.15 of
the Series 1996-C Supplement, MINUS (c) the aggregate amount of principal
payments made to the Class A Certificateholders on or prior to such date, (other
than any principal payments made to the Class A Certificateholders from amounts
on deposit in the Pre-funding Account on the first Distribution Date following
the end of the Funding Period pursuant to Section 4.14(d) of the Series 1996-C
Supplement), 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 Section 4.6(a) of the
Series 1996-C Supplement on or prior to such date.
Subject to the terms and conditions of the Agreement, the
Transferors may from time to time direct the Trustee, on behalf of the Trust,
to issue one or more new Series of Investor Certificates, which will
represent fractional undivided interests in certain of the Trust Assets.
On each Distribution Date, the Paying Agent shall distribute to
each Class A Certificateholder of record on the last day of the preceding
calendar month (each a "RECORD DATE") such Class A Certificateholder's PRO
RATA share of such amounts (including amounts on deposit in the Collection
Account) as are payable to the Class A Certificateholders pursuant to the
Agreement and the Series 1996-C Supplement. Distributions with respect to
this Class A Certificate will be made by the Paying Agent by check mailed to
the address of the Class A Certificateholder of record appearing in the
Certificate Register without the presentation or surrender of this Class A
Certificate or the making of any notation thereon (except for the final
distribution in respect of this Class A Certificate) except that with respect
to Class A Certificates registered in the name of Cede & Co., the nominee for
The Depository Trust Company, distributions will be made in the form of
immediately available funds. Final payment of this
A-1-5
<PAGE>
Class A Certificate will be made only upon presentation and surrender of this
Class A Certificate at the office or agency specified in the notice of final
distribution delivered by the Trustee to the Series 1996-C Certificateholders
in accordance with the Agreement and the Series 1996-C Supplement.
On any day occurring on or after the day on which the Invested
Amount (after giving effect to any funds available for distribution in respect
of principal on such date) is reduced to 5% or less of the Invested Amount as of
the last day of the Funding Period, the Transferors shall have the option to
repurchase the Certificateholders' Interest in the Trust represented by Series
1996-C. The repurchase price will be equal to (a) if such day is a Distribution
Date, the Reassignment Amount for such Distribution Date or (b) if such day is
not a Distribution Date, the Reassignment Amount for the Distribution Date next
following such day. Following the deposit of the Reassignment Amount in the
Collection Account, Class A Certificateholders and the Cash Collateral Depositor
will not have any interest in the Receivables and the Class A Certificates will
represent only the right to receive such Reassignment Amount. The repurchase
option may not be exercised if the outstanding principal amount of Series 1996-C
exceeds the Invested Amount.
THIS CLASS A CERTIFICATE REPRESENTS AN INTEREST IN THE TRUST
ONLY AND DOES NOT REPRESENT INTERESTS IN OR AN OBLIGATION OF THE TRANSFERORS,
THE SERVICER OR ANY AFFILIATE OF ANY OF THEM. THIS CLASS A CERTIFICATE IS
NOT A DEPOSIT AND NEITHER THIS CLASS A CERTIFICATE NOR THE UNDERLYING
ACCOUNTS OR RECEIVABLES OR ANY COLLECTIONS THEREON ARE INSURED OR GUARANTEED
BY THE SAVINGS ASSOCIATION INSURANCE FUND, THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. 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 HEREINABOVE AND IN THE AGREEMENT AND THE SERIES 1996-C
SUPPLEMENT.
The Class A Certificates are issuable only in minimum
denominations of $1,000 and integral multiples of $1,000. 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 or
the Transfer Agent and Registrar, duly executed by the Class A
Certificateholder or such Class A Certificateholder's attorney, and duly
authorized in writing with such signature guaranteed, 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.
The Class A Certificates may not be acquired or held by or for
the account of any employee 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 Section 4975 of the Internal
Revenue Code of 1986, as amended, or an entity whose underlying assets include
plan assets of any such plan, trust or account by reason of its investment in
such entity (a
A-1-6
<PAGE>
"Benefit Plan"). By accepting and holding this 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 Certificate, the applicable
Certificate Owner or Owners shall be deemed to have represented and warranted
that it or they are not Benefit Plans. The restrictions contained in the
foregoing representations and warranties shall not apply to a Class A
Certificate acquired with the assets of the general account of an insurance
company to the extent that the acquisition or holding thereof, respectively, is
permissible under Section 401(c) of ERISA and final regulations thereunder or
other exemptions under ERISA and does not result in the contemplated operations
of the Trust being treated as non-exempt prohibited transactions.
As provided in the Agreement and subject to certain limitations
therein set forth, Class A Certificates are exchangeable for new Class A
Certificates evidencing like aggregate fractional undivided interests as
requested by the Class A Certificateholder surrendering such Class A
Certificates. No service charge may be imposed for any such exchange but the
Servicer or 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.
The Trustee, the Paying Agent, the Transfer Agent and Registrar
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, 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
THE LAWS OF 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.
A-1-7
<PAGE>
ASSIGNMENT
Social Security or other identifying number of assignee_________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
________________________________________________________________________________
___________________________________________________________________________
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ____________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: ______________________(1)
Signature Guaranteed:
______________________
______________________
(1) NOTE: The signature to this Assignment must correspond with the name of
the registered owner as it appears on the face of the within Certificate in
every particular, without alteration, enlargement or any change
whatsoever.
A-1-8
<PAGE>
FORM OF CLASS B CERTIFICATE
EXHIBIT A-2
REGISTERED $_____________
No. R-1CUSIP No. 16678LAJ9
THIS CERTIFICATE MAY NOT BE ACQUIRED OR HELD BY OR FOR THE ACCOUNT OF A BENEFIT
PLAN (AS DEFINED BELOW).
UNLESS THIS CLASS B CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO THE TRANSFERORS OR THEIR 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.
CHEVY CHASE MASTER CREDIT CARD TRUST II
SERIES 1996-C
CLASS B FLOATING RATE ASSET BACKED CERTIFICATE
Class B Expected Final Payment Date:
The February 2004 Distribution Date
Each $1,000 minimum denomination represents a
1/25,500 undivided interest
in Class B of the Chevy Chase Master Credit Card Trust II, Series 1996-C
Evidencing an undivided interest in a trust, the corpus of which consists
primarily of receivables generated from time to time in the ordinary course
of business in a portfolio of consumer revolving credit card accounts owned
by
CHEVY CHASE BANK, F.S.B.
and other assets and interests constituting the Trust under the Pooling and
Servicing Agreement referred to below.
(Not an interest in or obligation of Chevy Chase Bank, F.S.B., CCB Holding
Corporation or any affiliate thereof)
A-2-1
<PAGE>
This certifies that CEDE & CO. (the "CLASS B CERTIFICATEHOLDER") is the
registered owner of a fractional undivided interest in certain assets of a trust
(the "Trust") created pursuant to the Pooling and Servicing Agreement, dated as
of June 1, 1995 (as amended and supplemented, the "AGREEMENT"), as supplemented
by the Series 1996-C Supplement, dated as of December 1, 1996 and the Class C
Supplemental Agreement, dated as of December 1, 1996 (as amended and
supplemented, collectively the "SERIES 1996-C SUPPLEMENT"), by and among Chevy
Chase Bank, F.S.B., a federally chartered stock savings bank, as Transferor and
Servicer, CCB Holding Corporation, as Transferor, and Bankers Trust Company, a
New York banking corporation, as trustee (in such capacity, the "TRUSTEE"). The
corpus of the Trust consists of (i) a portfolio of all receivables (the
"RECEIVABLES") existing in the consumer revolving credit card accounts
identified under the Agreement from time to time (the "ACCOUNTS"), (ii) all
Receivables generated under the Accounts from time to time thereafter, (iii)
funds collected or to be collected from obligors in respect of the Receivables,
(iv) all funds which are from time to time on deposit in the Collection Account
and in the Special Funding Account, and (v) all other assets and interests
constituting the Trust. The Holder of this Certificate is entitled to the
benefit of the funds on deposit in a Cash Collateral Account, the funds on
deposit in a Reserve Account, the funds on deposit in a Pre-Funding Account and
the funds on deposit in a Principal Funding Account, in each case to the extent
provided in the Series 1996-C Supplement. Although a summary of certain
provisions of the Agreement and the Series 1996-C Supplement is set forth below
and in the Summary of Terms and Conditions attached hereto and made a part
hereof, this Class B Certificate does not purport to summarize the Agreement and
the Series 1996-C Supplement and reference is made to the Agreement and the
Series 1996-C Supplement 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 and the Series
1996-C Supplement (without schedules) may be requested from the Trustee by
writing to the Trustee at the Corporate Trust Office. To the extent not defined
herein, the capitalized terms used herein have the meanings ascribed to them in
the Agreement or the Series 1996-C Supplement, as applicable.
This Class B Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement and the Series 1996-C Supplement,
to which Agreement and Series 1996-C Supplement, each as amended and
supplemented from time to time, the Class B Certificateholder by virtue of
the acceptance hereof (and each Certificate Owner, by its acceptance of an
interest in the applicable Certificate) assents and is bound.
THIS CLASS B CERTIFICATE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND
PAYMENTS ON THE CLASS A CERTIFICATES TO THE EXTENT SPECIFIED IN THE SERIES
1996-C SUPPLEMENT.
A-2-2
<PAGE>
It is the intent of the Transferors and the Investor Certificateholders
that, for federal, state and local income and franchise tax purposes (i) the
Investor Certificates will qualify as indebtedness secured by the Receivables
and (ii) the Trust will not be treated as an association or publicly traded
partnership taxable as a corporation. The Class B Certificateholder, by the
acceptance of this Class B Certificate (and each Certificate Owner, by its
acceptance of an interest in the applicable Certificate), agrees to treat
this Class B Certificate for federal, state and local income and franchise
tax purposes as debt. Each Class B Certificateholder agrees that it will
cause any Certificate Owner acquiring an interest in a Certificate through it
to comply with the Agreement as to treatment as indebtedness under applicable
tax law as provided therein.
Interest will accrue on the Class B Certificates for the period from the
Closing Date through and including January 14, 1997, and for the period from
January 15, 1997 through and including February 17, 1997, and for each
Interest Period thereafter at a rate of 0.375% per annum above LIBOR as
determined on the applicable LIBOR Determination Date and calculated on the
basis of actual days elapsed and a 360 day year.
In general, payments of principal with respect to the Class B
Certificates are limited to the Class B Invested Amount, which may be less
than the unpaid principal balance of the Class B Certificates. The Class B
Expected Final Payment Date is the February 2004 Distribution Date, but
principal with respect to the Class B Certificates may be paid earlier or
later under certain circumstances described in the Agreement and the Series
1996-C Supplement. If for one or more months during the Class B Scheduled
Accumulation Period there are not sufficient funds to pay the Controlled
Deposit Amount, then to the extent that excess funds are not available on
subsequent Distribution Dates with respect to the Class B Scheduled
Accumulation Period to make up for such shortfalls, the final payment of
principal of the Class B Certificates will occur later than the Class B
Expected Final Payment Date.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee, by manual signature, this Class B Certificate shall
not be entitled to any benefit under the Agreement or the Series 1996-C
Supplement or be valid for any purpose.
IN WITNESS WHEREOF, the Transferors have caused this Class B Certificate
to be duly executed.
CHEVY CHASE BANK, F.S.B.
By:____________________
Name:
Title:
CCB HOLDING CORPORATION
By:____________________
Name:
Title:
Dated: December __, 1996
A-2-3
<PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates referred to in the Agreement and
Series 1996-C Supplement.
BANKERS TRUST COMPANY,
as Trustee
By: _______________________
Authorized Signatory
Dated: December __, 1996
A-2-4
<PAGE>
Chevy Chase Master Credit Card Trust II
Series 1996-C
CLASS B FLOATING RATE ASSET BACKED CERTIFICATE
Summary of Terms and Conditions
The Receivables consist of Principal Receivables, which arise generally
from the purchase of goods and services and amounts advanced to accountholders
as cash advances, and Finance Charge Receivables. This Class B Certificate is
one of a Series of Certificates entitled Chevy Chase Master Credit Card Trust
II, Series 1996-C (the "SERIES 1996-C CERTIFICATES"), and one of a class thereof
entitled Class B Floating Rate Asset Backed Certificates, Series 1996-C (the
"CLASS B CERTIFICATES"), each of which represents a fractional undivided
interest in certain assets of the Trust. The Trust Assets are allocated in part
to the certificateholders of all outstanding Series (the "CERTIFICATEHOLDERS'
INTEREST") with the remainder allocated to the Holders of the Transferor
Certificates. The aggregate interest represented by the Class B Certificates at
any time in the Principal Receivables in the Trust shall not exceed an amount
equal to the Class B Invested Amount at such time. The Class B Invested Amount
is $19,125,000 on the Closing Date (the "CLASS B INITIAL INVESTED AMOUNT").
During the Funding Period, the Class B Invested Amount will, under certain
circumstances, increase until the Class B Invested Amount is equal to
$25,500,000. The 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 as a result of withdrawals from the Pre-Funding Account in
connection with increases in the Transferor Amount pursuant to Section 4.15 of
the Series 1996-C Supplement, MINUS (c) the aggregate amount of principal
payments made to the Class B Certificateholders on or prior to such date (other
than any principal payments made to Class B Certificateholders from amounts on
deposit in the Pre-Funding Account on the first Distribution Date following the
end of the Funding Period pursuant to Section 4.14(d) of the Series 1996-C
Supplement), MINUS (d) the aggregate amount of Class B Investor Charge-Offs for
all prior Distribution Dates, MINUS (e) the amount of Reallocated Principal
Collections allocable to the Class B Certificates and applied on any prior
Distribution Dates which have been used to fund the Class A Required Amount with
respect to such Distribution Dates, MINUS (f) an amount equal to the amount by
which the Class B Invested Amount has been reduced on all prior Distribution
Dates to cover the Class A Investor Default Amount, and PLUS (g) the aggregate
amount of Excess Spread and Excess Finance Charge Collections allocated to
Series 1996-C available on or prior to such Distribution Date with respect to
amounts deducted pursuant to the foregoing clauses (d), (e) and (f).
Subject to the terms and conditions of the Agreement, the Transferors
may from time to time direct the Trustee, on behalf of the Trust, to issue
one or more new Series of Investor Certificates, which will represent
fractional undivided interests in certain of the Trust Assets.
On each Distribution Date, the Paying Agent shall distribute to each
Class B Certificateholder of record on the last day of the preceding calendar
month (each a "RECORD DATE") such Class B Certificateholder's PRO RATA share
of such amounts (including amounts on deposit in the Collection Account) as
are payable to the Class B Certificateholders pursuant to the Agreement and
the Series 1996-C Supplement. Distributions with respect to this Class B
A-2-5
<PAGE>
Certificate will be made by the Paying Agent by check mailed to the address
of the Class B Certificateholder of record appearing in the Certificate
Register without the presentation or surrender of this Class B Certificate or
the making of any notation thereon (except for the final distribution in
respect of this Class B Certificate) except that with respect to Class B
Certificates registered in the name of Cede & Co., the nominee for The
Depository Trust Company, distributions will be made in the form of
immediately available funds. Final payment of this Class B Certificate will
be made only upon presentation and surrender of this Class B Certificate at
the office or agency specified in the notice of final distribution delivered
by the Trustee to the Series 1996-C Certificateholders in accordance with the
Agreement and the Series 1996-C Supplement.
On any day occurring on or after the day on which the Invested Amount
(after giving effect to any funds available for distribution in respect of
principal on such date) is reduced to 5% or less of the Invested Amount as of
the last day of the Funding Period, the Transferors shall have the option to
repurchase the Certificateholders' Interest in the Trust represented by Series
1996-C. The repurchase price will be equal to (a) if such day is a Distribution
Date, the Reassignment Amount for such Distribution Date or (b) if such day is
not a Distribution Date, the Reassignment Amount for the Distribution Date next
following such day. Following the deposit of the Reassignment Amount in the
Collection Account, Class B Certificateholders and the Cash Collateral Depositor
will not have any interest in the Receivables and the Class B Certificates will
represent only the right to receive such Reassignment Amount. The repurchase
option may not be exercised if the outstanding principal amount of Series 1996-C
exceeds the Invested Amount.
THIS CLASS B CERTIFICATE REPRESENTS AN INTEREST IN THE TRUST ONLY AND
DOES NOT REPRESENT INTERESTS IN OR AN OBLIGATION OF THE TRANSFERORS, THE
SERVICER OR ANY AFFILIATE OF ANY OF THEM. THIS CLASS B CERTIFICATE IS NOT A
DEPOSIT AND NEITHER THIS CLASS B CERTIFICATE NOR THE UNDERLYING ACCOUNTS OR
RECEIVABLES OR ANY COLLECTIONS THEREON ARE INSURED OR GUARANTEED BY THE
SAVINGS ASSOCIATION INSURANCE FUND, THE FEDERAL DEPOSIT INSURANCE CORPORATION
OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THIS CLASS B
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 HEREINABOVE AND IN THE AGREEMENT AND THE SERIES 1996-C
SUPPLEMENT.
The Class B Certificates are issuable only in minimum denominations of
$1,000 and integral multiples of $1,000. 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 or the Transfer
Agent and Registrar, duly executed by the Class B Certificateholder or such
Class B Certificateholder's attorney, and duly authorized in writing with
such signature guaranteed, 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.
A-2-6
<PAGE>
The Class B Certificates may not be acquired or held by or for the
account of any employee 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 Section 4975 of the Internal
Revenue Code of 1986, as amended, or an entity whose underlying assets
include plan assets of any such plan, trust or account by reason of its
investment in such entity (a "Benefit Plan"). By accepting and holding this
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
Certificate, the applicable Certificate Owner or Owners shall be deemed to
have represented and warranted that it or they are not Benefit Plans. The
restrictions contained in the foregoing representations and warranties shall
not apply to a Class B Certificate acquired with the assets of the general
account of an insurance company to the extent that the acquisition or holding
thereof, respectively, is permissible under Section 401(c) of ERISA and final
regulations thereunder or other exemptions under ERISA and does not result in
the contemplated operations of the Trust being treated as non-exempt
prohibited transactions.
As provided in the Agreement and subject to certain limitations therein
set forth, Class B Certificates are exchangeable for new Class B Certificates
evidencing like aggregate fractional undivided interests as requested by the
Class B Certificateholder surrendering such Class B Certificates. No service
charge may be imposed for any such exchange but the Servicer or 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.
The Trustee, the Paying Agent, the Transfer Agent and Registrar 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, 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 THE LAWS
OF 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.
A-2-7
<PAGE>
ASSIGNMENT
Social Security or other identifying number of assignee _______________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
_________________________________________________________________________
_____________________________________________________________________________
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ____________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: ____________________(1)
Signature Guaranteed:
____________________
__________________
(1) NOTE: The signature to this Assignment must correspond with the name of
the registered owner as it appears on the face of the within Certificate in
every particular, without alteration, enlargement or any change whatsoever.
A-2-8
<PAGE>
EXHIBIT B
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE
______________________________
CHEVY CHASE BANK, F.S.B.
______________________________
CHEVY CHASE MASTER CREDIT CARD TRUST II
SERIES 1996-C
______________________________
The undersigned, a duly authorized representative of Chevy Chase Bank,
F.S.B. ("Chevy Chase"), as Servicer, pursuant to the Pooling and Servicing
Agreement, dated as of June 1, 1995, (as amended and supplemented, the
"Pooling and Servicing Agreement"), among Chevy Chase, as Transferor (a
"Transferor") and Servicer (in such capacity, the "Servicer"), CCB Holding
Corporation, as Transferor (a "Transferor" and, together with Chevy Chase,
the "Transferors"), and Bankers Trust Company, as trustee (the "Trustee"),
does hereby certify as follows:
1. Capitalized terms used in this Certificate have their respective
meanings set forth in the Pooling and Servicing Agreement or the Series
1996-C Supplement, dated as of December 1, 1996, among the Transferors, the
Servicer and the Trustee (as amended and supplemented, the "Series
Supplement"), as applicable. This Certificate is delivered pursuant to the
Series Supplement.
2. Chevy Chase is the Servicer.
3. The undersigned is a Servicing Officer.
B-1
<PAGE>
I. INSTRUCTION TO MAKE WITHDRAWALS FROM THE COLLECTION ACCOUNT
Pursuant to Section 4.5 of the Series Supplement, the Servicer does hereby
instruct the Trustee (i) to make withdrawals from the Collection Account on
___________, ____, which date is a Distribution Date under the Pooling and
Servicing Agreement, in the aggregate amounts (equal to the Class A Available
Funds, Class B Available Funds and Class C Available Funds, respectively) as set
forth below in respect of the following amounts and (ii) to apply the proceeds
of such withdrawals in accordance with Section 4.5:
With respect to the Class A Certificates,
A) PURSUANT TO SECTION 4.5(a)(i):
(1) Interest at the Class A Certificate Rate for the
related Interest Period on the Class A Invested Amount $
------
(2) Class A Monthly Interest previously due but not paid $
------
(3) Class A Additional Interest and any Class A Additional
Interest previously due but not paid $
------
B) PURSUANT TO SECTION 4.5(a)(ii):
(1) The Class A Servicing Fee for the preceding Monthly
Period $
------
B-2
<PAGE>
(2) Accrued and unpaid Class A Servicing Fees $
------
C) PURSUANT TO SECTION 4.5(a)(iii):
Class A Investor Default Amount for the preceding
Monthly Period $
------
With respect to the Class B Certificates,
D) PURSUANT TO SECTION 4.5(b)(i):
(1) Interest at the Class B Certificate Rate for the
related Interest Period on the Class B Invested
Amount $
------
(2) Class B Monthly Interest previously due but not paid $
------
(3) Class B Additional Interest and any Class B Additional
Interest previously due but not paid $
------
B) PURSUANT TO SECTION 4.5(b)(ii):
(1) The Class B Servicing Fee for the preceding Monthly
Period $
------
(2) Accrued and unpaid Class B Servicing Fees $
------
B-3
<PAGE>
With respect to the Class C Interests,
A) PURSUANT TO SECTION 4.5(c)(i):
(1) The Class C Servicing Fee for the preceding Monthly
Period . . . . . . . . . . . . . . . . . . . . . . . . . . $
------
(2) Accrued and unpaid Class C Servicing Fees. . . . . . . . . $
------
Pursuant to Section 4.7 of the Series Supplement, the Servicer does hereby
instruct the Trustee to apply on __________, which is a Distribution Date under
the Pooling and Servicing Agreement, any Excess Spread and (except as otherwise
provided below) Excess Finance Charge Collections allocated to Series 1996-C as
follows:
A) PURSUANT TO SECTION 4.7(a):
The Class A Required Amount (applied as provided above). . . . $
------
B) PURSUANT TO SECTION 4.7(b):
Aggregate amount of Class A Investor Charge-Offs not
previously reimbursed (treated as Available Principal
Collections). . . . . . . . . . . . . . . . . . . . . . . . . $
------
C) PURSUANT TO SECTION 4.7(c):
B-4
<PAGE>
Class B Monthly Interest for the related Interest Period,
Class B Monthly Interest previously due but not paid and
Class B Additional Interest due or previously due but not
paid, in each case to the extent not available from Class B
Available Funds. . . . . . . . . . . . . . . . . . . . . . . . . $
------
D) PURSUANT TO SECTION 4.7(d):
Class B Servicing Fee for such Monthly Period and accrued
and unpaid Class B Servicing Fees, in each case to the extent
not available from Class B Available Funds. . . . . . . . . . . $
------
E) PURSUANT TO SECTION 4.7(e):
Class B Investor Default Amount for the preceding Monthly
Period (treated as Available Principal Collections). . . . . . . $
------
F) PURSUANT TO SECTION 4.7(f):
The amount by which "Class B Invested Amount" has been
reduced pursuant to clauses (d), (e) and (f) of the
definition thereof (treated as Available Principal
Collections). . . . . . . . . . . . . . . . . . . . . . . . . . $
------
G) PURSUANT TO SECTION 4.7(g):
B-5
<PAGE>
Class C Monthly Interest for the related Interest Period,
Class C Monthly Interest previously due but not paid and
Class C Additional Interest due or previously due but not paid. .$
------
H) PURSUANT TO SECTION 4.7(h):
Class C Servicing Fee for such Monthly Period and accrued
and unpaid Class C Servicing Fee, in each case to the extent
not available from Class C Available Funds. . . . . . . . . . . $
------
I) PURSUANT TO SECTION 4.7(i):
Class C Investor Default Amount for the preceding Monthly
Period (treated as Available Principal Collections). . . . . . . $
------
J) PURSUANT TO SECTION 4.7(j):
The amount by which "Class C Invested Amount" has been
reduced pursuant to clauses (d), (e) and (f) of the
definition thereof (treated as Available Principal
Collections). . . . . . . . . . . . . . . . . . . . . . . . . . $
------
K) PURSUANT TO SECTION 4.7(k):
B-6
<PAGE>
The Monthly Cash Collateral Fee due or previously due but
not paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . $
------
L) PURSUANT TO SECTION 4.7(l):
Deposit into the Cash Collateral Account from Excess Spread
the excess of the Required Cash Collateral Amount over the
remaining amount on deposit in the Cash Collateral Account . . . $
------
M) PURSUANT TO SECTION 4.7(m):
Deposit into the Spread Account from Excess Spread the excess
of the Required Spread Account Amount over the remaining
amount on deposit in the Spread Account. . . . . . . . . . . . . $
------
N) PURSUANT TO SECTION 4.7(n):
Deposit into the Reserve Account from Excess Spread the
excess of the Required Reserve Account Amount over the
remaining amount on deposit in the Reserve Account. . . . . . . $
------
O) PURSUANT TO SECTION 4.7(o):
Paid to the Cash Collateral Depositor. . . . . . . . . . . . . . $
------
P) PURSUANT TO SECTION 4.7(p):
B-7
<PAGE>
Paid to the Spread Account Residual Interest Holders. . . . . . $
------
Q) PURSUANT TO SECTION 4.7(q):
Treated as Excess Finance Charge Collections and
allocated to other Series in Group I or the Holders of
the Transferor Certificate. . . . . . . . . . . . . . . . . . . $
------
Pursuant to Section 4.8 of the Series Supplement, the Servicer does hereby
instruct the Trustee to apply on __________, which is a Distribution Date under
the Pooling and Servicing Agreement, $__________ of Reallocated Principal
Collections allocable to the Class C Interests and $________ of Reallocated
Principal Collections allocable to the Class B Certificates to fund any
deficiencies in the Class A Required Amount or the Class B Required Amount
after applying Excess Spread and Excess Finance Charge Collections thereto.
Pursuant to Sections 4.3, 4.5(d) and 5.1(b) of the Series Supplement, the
Servicer does hereby instruct the Trustee (i) to make a withdrawal from the
Collection Account on _____________, which is a Distribution Date under the
Pooling and Servicing Agreement, in an aggregate amount as set forth below in
respect of the following amounts and (ii) to apply the proceeds of such
withdrawal in accordance with Section 5.1 of the Series Supplement:
A) Class A Monthly Principal. . . . . . . . . . . . . . . . . . . $
------
B) Class B Monthly Principal. . . . . . . . . . . . . . . . . . . $
------
C) Class C Monthly Principal. . . . . . . . . . . . . . . . . . . $
------
B-8
<PAGE>
II. NOTIFICATION TO MAKE WITHDRAWALS FROM THE CASH COLLATERAL ACCOUNT
A. Pursuant to Section 4.12 of the Series Supplement, the Servicer
does hereby instruct the Trustee (i) to make a withdrawal from the Cash
Collateral Account on __________, _____, which date is a Transfer Date, in an
aggregate amount as set forth below in respect of the following amounts and
(ii) to apply the proceeds of such withdrawal in accordance with Section 4.12
of the Series Supplement:
1. PURSUANT TO SECTION 4.12(c):
Class A Required Draw Amount in respect of the preceding
Monthly Period. . . . . . . . . . . . . . . . . . . . . . .$
----------
2. PURSUANT TO SECTION 4.12(d):
Class B Interest Draw Amount in respect of the preceding
Monthly Period. . . . . . . . . . . . . . . . . . . . . . .$
----------
3. PURSUANT TO SECTION 4.12(e):
Class B Servicing Draw Amount in respect of the preceding
Monthly Period. . . . . . . . . . . . . . . . . . . . . . .$
----------
4. PURSUANT TO SECTION 4.12(f):
B-9
<PAGE>
Class B Default Draw Amount in respect of the preceding
Monthly Period. . . . . . . . . . . . . . . . . . . . . $
----------
5. PURSUANT TO SECTION 4.12(g):
Class C Interest Draw Amount in respect of the preceding
Monthly Period. . . . . . . . . . . . . . . . . . . . . $
----------
6. PURSUANT TO SECTION 4.12(h):
Class C Servicing Draw Amount in respect of the preceding
Monthly Period. . . . . . . . . . . . . . . . . . . . . $
----------
7. PURSUANT TO SECTION 4.12(i):
Class C Default Draw Amount in respect of the preceding
Monthly Period. . . . . . . . . . . . . . . . . . . . . $
----------
8. PURSUANT TO SECTION 4.12(j):
Total Draw Amount in respect of the preceding
Monthly Period. . . . . . . . . . . . . . . . . . . . . $
----------
B. Pursuant to Section 4.12(k) of the Series Supplement, the
Servicer does hereby instruct the Trustee to make a withdrawal on _________,
_____, which date is a Distribution
B-10
<PAGE>
Date, from the Cash Collateral Account in an aggregate amount as set forth below
and to pay such amount to the Cash Collateral Depositor:
PURSUANT TO SECTION 4.12(k):
The Cash Collateral Account Surplus. . . . . . . . . $
----------
C. Pursuant to Section 4.12(b) of the Series Supplement, the
Servicer does hereby instruct the Trustee to apply the investment earnings (net
of losses and investment expenses) on the Cash Collateral Account on __________,
____, which date is a Transfer Date, in an aggregate amount as set forth below:
PURSUANT TO SECTION 4.12(b):
Paid to the Cash Collateral Account Depositor or its
designee. . . . . . . . . . . . . . . . . . . . . . . $
----------
III. NOTIFICATION TO MAKE WITHDRAWALS FROM THE PRINCIPAL FUNDING ACCOUNT
Pursuant to Section 4.3(d)(iii) of the Series Supplement, the
Servicer does hereby instruct the Trustee (i) to withdraw from the Principal
Funding Account and deposit into the Collection Account on ________, which is a
Transfer Date under the Pooling and Servicing Agreement, all Principal Funding
Investment Proceeds then on deposit in the Principal Funding Account
($___________) and (ii) to apply the proceeds of such withdrawal in accordance
with Section 4.3(d)(iii) of the Series Supplement.
IV. NOTIFICATION TO MAKE WITHDRAWALS FROM THE RESERVE ACCOUNT
B-11
<PAGE>
A. Pursuant to Section 4.11(d) of the Series Supplement, the
Servicer does hereby instruct the Trustee (i) to withdraw from the Reserve
Account and deposit into the Collection Account on , which is a Transfer
Date under the Pooling and Servicing Agreement, the Reserve Draw Amount up to
the Available Reserve Account Amount ($ ) and (ii) to apply the
proceeds of such withdrawal in accordance with Section 4.11(d) of the Series
Supplement.
B. Pursuant to Section 4.11(b) of the Series Supplement, the
Servicer does hereby instruct the Trustee to apply the investment earnings (net
of losses and investment expenses) on the Reserve Account on ,
which date is a Distribution Date, in an aggregate amount as set forth below:
PURSUANT TO SECTION 4.11(b):
Retain in the Reserve Account. . . . . . . . . . $___
Deposit in the Collection. . . . . . . . . . . . $___
Account
V. NOTIFICATION TO MAKE WITHDRAWALS FROM THE SPREAD ACCOUNT
A. Pursuant to Section 2.3 of the Class C Supplemental Agreement,
the Servicer does hereby instruct the Trustee (i) to make a withdrawal from
the Spread Account on , , which date is a Transfer Date, in an
aggregate amount as set forth below in respect of the following amounts and
(ii) to apply the proceeds of such withdrawal in accordance with Section 2.3
of the Class C Supplemental Agreement:
1. PURSUANT TO SECTION 2.3(d):
Draw in an amount equal to the
unfunded interest on Class C Interests. . . . . . . . $___
B-12
<PAGE>
2. PURSUANT TO SECTION 2.3(e):
Reimbursement Draw. . . . . . . . . . . . . . . $___
3. PURSUANT TO SECTION 2.3(f):
Draw in an amount equal to the
unfunded Class C Investor Default Amount. . . . $___
4. PURSUANT TO SECTION 2.3(g):
Special Draw. . . . . . . . . . . . . . . . . . $___
B. Pursuant to Section 2.3(k) of the Class C Supplemental Agreement,
the Servicer does hereby instruct the Trustee to make a withdrawal on _________,
____, which date is a Distribution Date, from the Spread Account in an aggregate
amount as set forth below
B-13
<PAGE>
and to pay such amount to the Spread Account Residual Interest Holders.
PURSUANT TO SECTION 2.3(k):
The Spread Account Surplus. . . . . . . . . . . . . . . . . $___
C. Pursuant to Section 2.3(b) of the Class C Supplemental Agreement,
the Servicer does hereby instruct the Trustee to apply the investment earnings
(net of losses and investment expenses) on the Spread Account on ______, ____,
which date is a Distribution Date, in an aggregate amount as set forth below:
PURSUANT TO SECTION 2.3(b):
Paid to the Spread Account Residual
Interest Holders. . . . . . . . . . . . . . . . . . . . . . $___
D. The Required Principal Sub-Account Amount. . . . . . . . $___
VI. ACCRUED AND UNPAID AMOUNTS
After giving effect to the withdrawals and transfers to be made in
accordance with this notice, the following amounts will be accrued and unpaid
with respect to all Monthly Periods preceding the current calendar month.
1. SECTION 4.6(a):
B-14
<PAGE>
The aggregate amount of all unreimbursed Class A
Investor Charge-Offs. . . . . . . . . . . . . . . . . . $___
2. SECTION 4.6(b):
The aggregate amount of all unreimbursed Class B
Investor Charge-Offs. . . . . . . . . . . . . . . . . . $___
3. SECTION 4.6(d)
The aggregate amount of all
unreimbursed Class C Investor Charge-Offs. . . . . . . . $___
B-15
<PAGE>
IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate this ________ day of __________, ____.
CHEVY CHASE BANK, F.S.B.,
as Servicer
By:
---------------------
Name:
Title:
B-16
<PAGE>
EXHIBIT C
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
CHEVY CHASE MASTER CREDIT CARD TRUST II
SERIES 1996-C
Pursuant to the Pooling and Servicing Agreement, dated as of June 1, 1995,
(the "Pooling and Servicing Agreement"), among Chevy Chase Bank, F.S.B., as
Transferor and Servicer ("Chevy Chase"), CCB Holding Corporation, as Transferor,
and Bankers Trust Company, as trustee (the "Trustee"), Chevy Chase, as Servicer,
is required to prepare certain information each month regarding current
distributions to Series 1996-C Certificateholders and the performance of the
Chevy Chase Master Credit Card Trust II (the "Trust") during the previous month.
The information which is required to be prepared with respect to the
Distribution Date of , and with respect to the performance of the
Trust during the month of is set forth below. Certain of the
information is presented on the basis of an original principal amount of $1,000
per Series 1996-C Interest (a "Certificate"). Certain other information is
presented based on the aggregate amounts for the Trust as a whole. Capitalized
terms used in this Monthly Statement have their respective meanings set forth
in the Pooling and Servicing Agreement.
A) Information Regarding Distributions to
the Class A Certificateholders,
per $1,000 original certificate
principal amount.
(1) The total amount of the distribution
to Class A Certificateholders, per $1,000
original certificate principal
amount. . . . . . . . . . . . . . . . . . . . . . . . $___
(2) The amount of the distribution set
forth in paragraph 1 above in respect of interest
on the Class A Certificates, per $1,000 original
certificate principal amount. . . . . . . . . . . . . $___
C-1
<PAGE>
(3) The amount of the distribution set
forth in paragraph 1 above in respect of principal
of the Class A Certificates, per $1,000 original
certificate principal amount. . . . . . . . . . . . . $___
B) Class A Investor Charge Offs and
Reimbursement of Charge Offs
(1) The amount of Class A Investor Charge
Offs. . . . . . . . . . . . . . . . . . . . . . . . . $___
(2) The amount of Class A Investor
Charge Offs set forth in paragraph 1
above, per $1,000 original certificate
principal amount. . . . . . . . . . . . . . . . . . . $___
(3) The total amount reimbursed in
respect of Class A Investor Charge Offs. . . . . . . . $___
(4) The amount set forth in paragraph 3
above, per $1,000 original certificate principal
amount. . . . . . . . . . . . . . . . . . . . . . . . $___
(5) The amount, if any, by which the
outstanding principal balance of the Class A
Certificates exceeds the Class A Invested Amount
after giving effect to all transactions on such
Distribution Date. . . . . . . . . . . . . . . . . . . $___
C-2
<PAGE>
C) Information Regarding Distributions to the
Class B Certificateholders, per $1,000 original
certificate principal amount
(1) The total amount of the distribution
to Class B Certificateholders, per $1,000 original
certificate principal amount. . . . . . . . . . . . . $___
(2) The amount of the distribution set forth
in paragraph 1 above in respect of interest on the
Class B Certificates, per $1,000 original certificate
principal amount. . . . . . . . . . . . . . . . . . . $___
(3) The amount of the distribution set forth
in paragraph 1 above in respect of principal of the
Class B Certificates, per $1,000 original
certificate principal amount. . . . . . . . . . . . . $___
D) Class B Investor Charge Offs and Reimbursement
of Charge Offs
(1) The amount of Class B Investor Charge Offs. . . . $___
(2) The amount of Class B Investor Charge
Offs set forth in paragraph 1 above, per $1,000
original certificate principal amount. . . . . . . . . $___
C-3
<PAGE>
(3) The total amount reimbursed in
respect of Class B Investor Charge Offs. . . . . . . . $___
(4) The amount set forth in
paragraph 3 above, per $1,000 original
certificate principal amount. . . . . . . . . . . . . $___
(5) The amount, if any, by which
the outstanding principal balance of the Class B
Certificates exceeds the Class B Invested Amount
after giving effect to all transactions on such
Distribution Date. . . . . . . . . . . . . . . . . . . $___
C-4
<PAGE>
RECEIVABLES AND COLLECTIONS
Beginning of the Month Principal
Receivables: $___________
Beginning of the Month Finance
Charge Receivables: $___________
Beginning of the Month Discounted
Receivables: $___________
Beginning of the Month Total
Receivables: $___________
Removed Principal Receivables: $___________
Removed Finance Charge Receivables: $___________
Removed Total Receivables: $___________
Additional Principal Receivables: $___________
C-5
<PAGE>
Additional Finance Charge $___________
Receivables:
Additional Total Receivables: $___________
Discounted Receivables Generated
this Monthly Period: $___________
End of the Month Principal
Receivables: $___________
End of the Month Finance Charge
Receivables: $___________
End of the Month Discounted
Receivables: $___________
End of the Month Total
Receivables: $___________
Special Funding Account Balance $___________
Aggregate Invested Amount (all
Series of the Trust) $___________
C-6
<PAGE>
End of the Month Transferor
Amount $___________
End of the Month Transferor
Percentage _________%
Collections of Principal Receivables during this
Monthly Period $__________
Collections of Finance Charge Receivables
during this Monthly Period $__________
DELINQUENCIES AND LOSSES --
End of the Month Delinquencies: RECEIVABLES
30-59 Days Delinquent $___________
60-89 Days Delinquent $___________
90+ Days Delinquent $___________
Total 30+ Days Delinquent $___________
C-7
<PAGE>
Defaulted Accounts During the Month $___________
INVESTED AMOUNTS --
Class A Initial Invested Amount $___________
Class B Initial Invested Amount $___________
Class C Initial Invested Amount $___________
INITIAL INVESTED AMOUNT $___________
Class A Invested Amount $___________
Class B Invested Amount $___________
Class C Invested Amount $___________
C-8
<PAGE>
INVESTED AMOUNT $___________
Class A Adjusted Invested
Amount $___________
Class B Adjusted Invested
Amount $___________
Class C Adjusted invested
Amount $___________
ADJUSTED INVESTED AMOUNT $__________
PRE-FUNDED AMOUNT $__________
FLOATING ALLOCATION PERCENTAGE _________%
PRINCIPAL ALLOCATION PERCENTAGE _________%
Class A Principal Allocation
Percentage _________%
Class B Principal Allocation
Percentage _________%
Class C Principal Allocation
Percentage _________%
Collections of Principal Receivables during this
Monthly Period allocated to Series 1996-C $__________
Collections of Finance Charge Receivables
during this Monthly Period allocated to Series
1996-C $__________
MONTHLY SERVICING FEE $___________
INVESTOR DEFAULT AMOUNT $___________
CLASS A AVAILABLE FUNDS --
C-9
<PAGE>
CLASS A FLOATING PERCENTAGE _________%
Class A Finance Charge Collections $___________
Other Amounts $___________
TOTAL CLASS A AVAILABLE FUNDS $___________
Class A Monthly Interest $___________
Class A Servicing Fee $___________
Class A Investor Default Amount $___________
TOTAL CLASS A EXCESS SPREAD $___________
CLASS A REQUIRED AMOUNT $___________
C-10
<PAGE>
CLASS B AVAILABLE FUNDS -- $___________
CLASS B FLOATING PERCENTAGE ___________%
Class B Finance Charge Collections $___________
Other Amounts $___________
TOTAL CLASS B AVAILABLE FUNDS $___________
Class B Monthly Interest $___________
Class B Servicing Fee $___________
TOTAL CLASS B EXCESS SPREAD $___________
C-11
<PAGE>
CLASS B INVESTOR DEFAULT AMOUNT $___________
CLASS B REQUIRED AMOUNT $___________
CLASS C FLOATING ALLOCATION
PERCENTAGE __________%
CLASS C MONTHLY SERVICING FEE $___________
EXCESS SPREAD --
TOTAL EXCESS SPREAD $___________
Excess Spread Applied
to Class A Required Amount $___________
Excess Spread Applied
to Class A Investor Charge Offs $___________
Excess Spread Applied
to Class B Required Amount $___________
Excess Spread Applied
to Reductions of Class
B Invested Amount $___________
C-12
<PAGE>
Excess Spread Applied
to Class C Required Amount $___________
Excess Spread Applied
to Reductions of Class
C Invested Amount $___________
Excess Spread Applied
to Monthly Cash Collateral
Fee $___________
Excess Spread Applied
to Cash Collateral Account $___________
Excess Spread Applied
to Spread Account $___________
Excess Spread Applied
to Reserve Account $___________
Excess Spread Applied
to other amounts owed
Cash Collateral Depositor $___________
Excess Spread Applied
to other amounts owed
to Spread Account
Residual Interest Holders $___________
TOTAL EXCESS FINANCE CHARGE
COLLECTIONS ELIGIBLE FOR GROUP I $_________
C-13
<PAGE>
EXCESS FINANCE CHARGES COLLECTIONS --
GROUP I --
TOTAL EXCESS FINANCE CHARGE
COLLECTIONS FOR ALL SERIES IN
GROUP I $___________
SERIES 1996-C EXCESS FINANCE CHARGE
COLLECTIONS --
EXCESS FINANCE CHARGE COLLECTIONS
ALLOCATED TO SERIES 1996-C $___________
Excess Finance Charge
Collections Applied to
Class A Required Amount $___________
Excess Finance Charge
Collections Applied to
Class A Investor Charge Offs $___________
Excess Finance Charge
Collections Applied to
Class B Required Amount $___________
C-14
<PAGE>
Excess Finance Charge
Collections Applied to
Reductions of Class B
Invested Amount $___________
Excess Finance Charge
Collections Applied to
Class C Required Amount $___________
Excess Finance Charge
Collections Applied to
Reductions of Class C
Invested Amount $___________
Excess Finance Charge
Collections Applied to
Monthly Cash Collateral Fee $___________
Excess Finance Charge
Collections Applied to
other amounts owed to
Cash Collateral Depositor $___________
Excess Finance Charge
Collections Applied to
other amounts owed to
Spread Account
Residual Interest Holder $___________
YIELD AND BASE RATE --
Base Rate (Current Month) _________%
C-15
<PAGE>
Base Rate (Prior Month) %
---------
Base Rate (Two Months Ago) %
---------
THREE MONTH AVERAGE BASE RATE %
---------
Portfolio Yield (Current Month) %
---------
Portfolio Yield (Prior Month) %
---------
Portfolio Yield (Two Months Ago) %
---------
THREE MONTH AVERAGE PORTFOLIO YIELD %
---------
PRINCIPAL COLLECTIONS --
TOTAL PRINCIPAL COLLECTIONS $
---------
C-16
<PAGE>
REALLOCATED PRINCIPAL COLLECTIONS
Allocable to Class C Interests $
-----------
Allocable to Class B Certificates $
-----------
SHARED PRINCIPAL COLLECTIONS
ALLOCABLE FROM OTHER SERIES $
-----------
CLASS A SCHEDULED ACCUMULATION --
Controlled Accumulation Amount $
-----------
Deficit Controlled Accumulation Amount $
-----------
CONTROLLED DEPOSIT AMOUNT $
-----------
C-17
<PAGE>
CLASS B SCHEDULED ACCUMULATION --
Controlled Accumulation Amount $
-----------
Deficit Controlled Accumulation Amount $
-----------
CONTROLLED DEPOSIT AMOUNT $
-----------
EXCESS PRINCIPAL COLLECTIONS
ELIGIBLE FOR PRINCIPAL SHARING $
-----------
INVESTOR CHARGE OFFS --
CLASS A INVESTOR CHARGE OFFS $
-----------
CLASS B INVESTOR CHARGE OFFS $
-----------
C-18
<PAGE>
CLASS C INVESTOR CHARGE OFFS $
-----------
PREVIOUS CLASS A CHARGE OFFS REIMBURSED $
-----------
PREVIOUS CLASS B REDUCTIONS REIMBURSED $
-----------
PREVIOUS CLASS C REDUCTIONS REIMBURSED $
-----------
CASH COLLATERAL ACCOUNT --
Required Cash Collateral Amount $
-----------
Available Cash Collateral Amount $
-----------
C-19
<PAGE>
TOTAL DRAW AMOUNT $
-----------
CASH COLLATERAL ACCOUNT SURPLUS $
-----------
CHEVY CHASE BANK, F.S.B., as Servicer
By:
------------------------
Name:
Title:
C-20
<PAGE>
EXHIBIT D
FORM OF MONTHLY SERVICER'S CERTIFICATE
CHEVY CHASE BANK, F.S.B.
CHEVY CHASE MASTER CREDIT CARD TRUST II
SERIES 1996-C
The undersigned, a duly authorized representative of Chevy Chase Bank,
F.S.B., as Servicer ("Chevy Chase"), pursuant to the Pooling and Servicing
Agreement, dated as of June 1, 1995 (as amended and supplemented, the
"Agreement"), as supplemented by the Series 1996-C Supplement (as amended and
supplemented, the "Series Supplement"), among Chevy Chase, as Transferor and
Servicer, CCB Holding Corporation, as Transferor, and Bankers Trust Company,
as Trustee, does hereby certify as follows:
1. Capitalized terms used in this Certificate have their respective meanings as
set forth in the Agreement or the Series Supplement, as applicable.
2. Chevy Chase is, as of the date hereof, the Servicer under the Agreement.
3. The undersigned is a Servicing Officer.
4. This Certificate relates to the Distribution Date occurring on __________
____.
5. As of the date hereof, to the best knowledge of the undersigned, the
Servicer has performed in all material respects all its obligations under the
Agreement through the Monthly Period preceding such Distribution Date [or, if
there has been a default in the performance of any such obligation, set forth in
detail (i) the nature of such default, (ii) the action taken by the Servicer, if
any, to remedy such default and (iii) the current status of each such default;
if applicable, insert "None"].
6. As of the date hereof, to the best knowledge of the undersigned, no Pay Out
Event occurred on or prior to such Distribution Date [or, if there has been a
Pay Out Event, set forth the nature thereof].
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
Certificate this ____ day of __________, ____.
CHEVY CHASE BANK, F.S.B., as Servicer
By:
-------------------------
Name:
Title:
D-1
<PAGE>
EXHIBIT E
ERISA LEGEND
THIS CERTIFICATE MAY NOT BE ACQUIRED OR HELD BY OR FOR THE ACCOUNT OF A BENEFIT
PLAN (AS DEFINED BELOW).
- --------------------
(1) The following text should be included in any Certificate in which the above
legend appears:
The Class _ Certificates may not be acquired or held by or for the account of
any employee benefit plan, trust or account, including an individual retirement
account, that is subject to the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as
amended, or an entity whose underlying assets include plan assets of any such
plan, trust or account by reason of its investment in such entity (a "Benefit
Plan"). By accepting and holding this 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 Certificate, the applicable Certificate Owner or
Owners shall be deemed to have represented and warranted that it or they are not
Benefit Plans. The restrictions contained in the foregoing representations and
warranties shall not apply to a Class _ Certificate acquired with the assets of
the general account of an insurance company to the extent that the acquisition
or holding thereof, respectively, is permissible under Section 401(c) of ERISA
and final regulations thereunder or other exemptions under ERISA and does not
result in the contemplated operations of the Trust being treated as non-exempt
prohibited transactions.
E-1
<PAGE>
EXHIBIT 5.1
CLASS A CERTIFICATE
REGISTERED $200,000,000.00
No. R-1 CUSIP No. 16678LAH3
THIS CERTIFICATE MAY NOT BE ACQUIRED OR HELD BY OR FOR THE ACCOUNT OF A BENEFIT
PLAN (AS DEFINED BELOW).
UNLESS THIS CLASS A CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRANSFERORS
OR THEIR 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.
CHEVY CHASE MASTER CREDIT CARD TRUST II
SERIES 1996-C
CLASS A FLOATING RATE ASSET BACKED CERTIFICATE
Class A Expected Final Payment Date:
The December 2003 Distribution Date
Each $1,000 minimum denomination represents a
1/246,000 undivided interest
in Class A of the Chevy Chase Master Credit Card Trust II, Series 1996-C
Evidencing an undivided interest in a trust, the corpus of which consists
primarily of receivables generated from time to time in the ordinary course of
business in a portfolio of consumer revolving credit card accounts owned by
CHEVY CHASE BANK, F.S.B.
and other assets and interests constituting the Trust under the Pooling and
Servicing Agreement referred to below.
(Not an interest in or obligation of Chevy Chase Bank, F.S.B., CCB Holding
Corporation or any affiliate thereof)
<PAGE>
This certifies that CEDE & CO. (the "CLASS A CERTIFICATEHOLDER") is the
registered owner of a fractional undivided interest in certain assets of a trust
(the "TRUST") created pursuant to the Pooling and Servicing Agreement, dated as
of June 1, 1995 (as amended and supplemented, the "AGREEMENT"), as supplemented
by the Series 1996-C Supplement, dated as of December 1, 1996 and the Class C
Supplemental Agreement, dated as of December 1, 1996 (as amended and
supplemented, collectively the "SERIES 1996-C SUPPLEMENT"), by and among Chevy
Chase Bank, F.S.B., a federally chartered stock savings bank, as Transferor and
Servicer, CCB Holding Corporation, as Transferor, and Bankers Trust Company, a
New York banking corporation, as trustee (in such capacity, the "TRUSTEE"). The
corpus of the Trust consists of (i) a portfolio of all receivables (the
"RECEIVABLES") existing in the consumer revolving credit card accounts
identified under the Agreement from time to time (the "ACCOUNTS"), (ii) all
Receivables generated under the Accounts from time to time thereafter, (iii)
funds collected or to be collected from obligors in respect of the Receivables,
(iv) all funds which are from time to time on deposit in the Collection Account
and in the Special Funding Account, and (v) all other assets and interests
constituting the Trust. The Holder of this Certificate is entitled to the
benefit of the funds on deposit in a Cash Collateral Account, the funds on
deposit in a Reserve Account, the funds on deposit in a Pre-Funding Account and
the funds on deposit in a Principal Funding Account, in each case to the extent
provided in the Series 1996-C Supplement. Although a summary of certain
provisions of the Agreement and the Series 1996-C Supplement is set forth below
and in the Summary of Terms and Conditions attached hereto and made a part
hereof, this Class A Certificate does not purport to summarize the Agreement and
the Series 1996-C Supplement and reference is made to the Agreement and the
Series 1996-C Supplement 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 and the Series
1996-C Supplement (without schedules) may be requested from the Trustee by
writing to the Trustee at the Corporate Trust Office. To the extent not defined
herein, the capitalized terms used herein have the meanings ascribed to them in
the Agreement or the Series 1996-C Supplement, as applicable.
This Class A Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement and the Series 1996-C Supplement, to
which Agreement and Series 1996-C Supplement, each as amended and supplemented
from time to time, the Class A Certificateholder by virtue of the acceptance
hereof (and each Certificate Owner, by its acceptance of an interest in the
applicable Certificate) assents and is bound.
It is the intent of the Transferors and the Investor
Certificateholders that, for federal, state and local income and franchise tax
purposes (i) the Investor Certificates will qualify as indebtedness secured by
the Receivables and (ii) the Trust will not be treated as an association or
publicly traded partnership taxable as a corporation. The Class A
Certificateholder, by the acceptance of this Class A Certificate (and each
Certificate Owner, by its acceptance of an interest in the applicable
Certificate), agrees to treat this Class A Certificate for federal, state and
local income and franchise tax purposes as debt. Each Class A Certificateholder
agrees that it
2
<PAGE>
will cause any Certificate Owner acquiring an interest in a Certificate through
it to comply with the Agreement as to treatment as indebtedness under applicable
tax law as provided therein.
Interest will accrue on the Class A Certificates for the period from
the Closing Date through and including January 14, 1997, and for the period from
January 15, 1997 through and including February 17, 1997, and for each Interest
Period thereafter at a rate of 0.14% per annum above LIBOR as determined on the
applicable LIBOR Determination Date and calculated on the basis of actual days
elapsed and a 360 day year.
In general, payments of principal with respect to the Class A
Certificates are limited to the Class A Invested Amount, which may be less than
the unpaid principal balance of the Class A Certificates. The Class A Expected
Final Payment Date is the December 2003 Distribution Date, but principal with
respect to the Class A Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Series 1996-C Supplement. If
for one or more months during the Class A Scheduled Accumulation Period there
are not sufficient funds to pay the Controlled Deposit Amount, then to the
extent that excess funds are not available on subsequent Distribution Dates with
respect to the Class A Scheduled Accumulation Period to make up for such
shortfalls, the final payment of principal of the Class A Certificates will
occur later than the Class A Expected Final Payment Date.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Class A Certificate shall
not be entitled to any benefit under the Agreement or the Series 1996-C
Supplement or be valid for any purpose.
IN WITNESS WHEREOF, the Transferors have caused this Class A
Certificate to be duly executed.
CHEVY CHASE BANK, F.S.B.
By: /s/ Mark A. Holles
--------------------------
Mark A. Holles
Vice President
CCB HOLDING CORPORATION
By: /s/ Jessica L. Parker
----------------------------
Jessica L. Parker
President
Dated: December 12, 1996
3
<PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates referred to in the Agreement
and Series 1996-C Supplement.
BANKERS TRUST COMPANY,
as Trustee
By: /s/ Louis Bodi
----------------------------
Authorized Signatory
Dated: December 12, 1996
4
<PAGE>
CHEVY CHASE MASTER CREDIT CARD TRUST II
Series 1996-C
CLASS A FLOATING RATE ASSET BACKED CERTIFICATE
Summary of Terms and Conditions
The Receivables consist of Principal Receivables, which arise
generally from the purchase of goods and services and amounts advanced to
accountholders as cash advances, and Finance Charge Receivables. This Class A
Certificate is one of a Series of Certificates entitled Chevy Chase Master
Credit Card Trust II, Series 1996-C (the "SERIES 1996-C CERTIFICATES"), and one
of a class thereof entitled Class A Floating Rate Asset Backed Certificates,
Series 1996-C (the "CLASS A CERTIFICATES"), each of which represents a
fractional undivided interest in certain assets of the Trust. The Trust Assets
are allocated in part to the certificateholders of all outstanding Series (the
"CERTIFICATEHOLDERS' INTEREST") with the remainder allocated to the Holders of
the Transferor Certificates. The aggregate interest represented by the Class A
Certificates at any time in the Principal Receivables in the Trust shall not
exceed an amount equal to the Class A Invested Amount at such time. The Class A
Invested Amount is $184,500,000 on the Closing Date (the "CLASS A INITIAL
INVESTED AMOUNT"). During the Funding Period, the Class A Invested Amount will,
under certain circumstances, increase until the Class A Invested Amount is equal
to $246,000,000. The 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 as a result of withdrawals from the Pre-Funding Account in
connection with increases in the Transferor Amount pursuant to Section 4.15 of
the Series 1996-C Supplement, MINUS (c) the aggregate amount of principal
payments made to the Class A Certificateholders on or prior to such date (other
than any principal payments made to the Class A Certificateholders from amounts
on deposit in the Pre-Funding Account on the first Distribution Date following
the end of the Funding Period pursuant to Section 4.14(d) of the Series 1996-C
Supplement), 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 Section 4.6(a) of the
Series 1996-C Supplement on or prior to such date.
Subject to the terms and conditions of the Agreement, the Transferors
may from time to time direct the Trustee, on behalf of the Trust, to issue one
or more new Series of Investor Certificates, which will represent fractional
undivided interests in certain of the Trust Assets.
On each Distribution Date, the Paying Agent shall distribute to each
Class A Certificateholder of record on the last day of the preceding calendar
month (each a "RECORD DATE") such Class A Certificateholder's PRO RATA share of
such amounts (including amounts on deposit in the Collection Account) as are
payable to the Class A Certificateholders pursuant to the Agreement and the
Series 1996-C Supplement. Distributions with respect to this Class A
Certificate will be made by the Paying Agent by check mailed to the address of
the Class A Certificateholder of record appearing in the Certificate Register
without the presentation or surrender of this Class A Certificate or the making
of any notation thereon (except for the final distribution in respect of this
Class A Certificate) except that with respect to Class A Certificates registered
in the name of Cede & Co., the nominee for The Depository Trust Company,
distributions will be made in the form of immediately available funds. Final
payment of this
5
<PAGE>
Class A Certificate will be made only upon presentation and surrender of this
Class A Certificate at the office or agency specified in the notice of final
distribution delivered by the Trustee to the Series 1996-C Certificateholders in
accordance with the Agreement and the Series 1996-C Supplement.
On any day occurring on or after the day on which the Invested Amount
(after giving effect to any funds available for distribution in respect of
principal on such date) is reduced to 5% or less of the Invested Amount as of
the last day of the Funding Period, the Transferors shall have the option to
repurchase the Certificateholders' Interest in the Trust represented by Series
1996-C. The repurchase price will be equal to (a) if such day is a Distribution
Date, the Reassignment Amount for such Distribution Date or (b) if such day is
not a Distribution Date, the Reassignment Amount for the Distribution Date next
following such day. Following the deposit of the Reassignment Amount in the
Collection Account, Class A Certificateholders and the Cash Collateral Depositor
will not have any interest in the Receivables and the Class A Certificates will
represent only the right to receive such Reassignment Amount. The repurchase
option may not be exercised if the outstanding principal amount of Series 1996-C
exceeds the Invested Amount.
THIS CLASS A CERTIFICATE REPRESENTS AN INTEREST IN THE TRUST ONLY AND
DOES NOT REPRESENT INTERESTS IN OR AN OBLIGATION OF THE TRANSFERORS, THE
SERVICER OR ANY AFFILIATE OF ANY OF THEM. THIS CLASS A CERTIFICATE IS NOT A
DEPOSIT AND NEITHER THIS CLASS A CERTIFICATE NOR THE UNDERLYING ACCOUNTS OR
RECEIVABLES OR ANY COLLECTIONS THEREON ARE INSURED OR GUARANTEED BY THE SAVINGS
ASSOCIATION INSURANCE FUND, THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. 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
HEREINABOVE AND IN THE AGREEMENT AND THE SERIES 1996-C SUPPLEMENT.
The Class A Certificates are issuable only in minimum denominations of
$1,000 and integral multiples of $1,000. 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 or the Transfer
Agent and Registrar, duly executed by the Class A Certificateholder or such
Class A Certificateholder's attorney, and duly authorized in writing with such
signature guaranteed, 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.
The Class A Certificates may not be acquired or held by or for the
account of any employee 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 Section 4975 of the Internal Revenue Code of 1986,
as amended, or an entity whose underlying assets include plan assets of any such
plan, trust or account by reason of its investment in such entity (a
6
<PAGE>
"Benefit Plan"). By accepting and holding this 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 Certificate, the applicable Certificate Owner
or Owners shall be deemed to have represented and warranted that it or they are
not Benefit Plans. The restrictions contained in the foregoing representations
and warranties shall not apply to a Class A Certificate acquired with the assets
of the general account of an insurance company to the extent that the
acquisition or holding thereof, respectively, is permissible under Section
401(c) of ERISA and final regulations thereunder or other exemptions under ERISA
and does not result in the contemplated operations of the Trust being treated as
non-exempt prohibited transactions.
As provided in the Agreement and subject to certain limitations
therein set forth, Class A Certificates are exchangeable for new Class A
Certificates evidencing like aggregate fractional undivided interests as
requested by the Class A Certificateholder surrendering such Class A
Certificates. No service charge may be imposed for any such exchange but the
Servicer or 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.
The Trustee, the Paying Agent, the Transfer Agent and Registrar 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, 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 THE
LAWS OF 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.
7
<PAGE>
ASSIGNMENT
Social Security or other identifying number of assignee _______________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ____________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: (1)
----------------------
Signature Guaranteed:
----------------------
- ------------------
(1) NOTE: The signature to this Assignment must correspond with the name of the
registered owner as it appears on the face of the within Certificate in every
particular, without alteration, enlargement or any change whatsoever.
8
<PAGE>
CLASS A CERTIFICATE
REGISTERED $46,000,000.00
No. R-2 CUSIP No. 16678LAH3
THIS CERTIFICATE MAY NOT BE ACQUIRED OR HELD BY OR FOR THE ACCOUNT OF A BENEFIT
PLAN (AS DEFINED BELOW).
UNLESS THIS CLASS A CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE TRANSFERORS OR THEIR 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.
CHEVY CHASE MASTER CREDIT CARD TRUST II
SERIES 1996-C
CLASS A FLOATING RATE ASSET BACKED CERTIFICATE
Class A Expected Final Payment Date:
The December 2003 Distribution Date
Each $1,000 minimum denomination represents a
1/246,000 undivided interest
in Class A of the Chevy Chase Master Credit Card Trust II, Series 1996-C
Evidencing an undivided interest in a trust, the corpus of which consists
primarily of receivables generated from time to time in the ordinary course of
business in a portfolio of consumer revolving credit card accounts owned by
CHEVY CHASE BANK, F.S.B.
and other assets and interests constituting the Trust under the Pooling and
Servicing Agreement referred to below.
(Not an interest in or obligation of Chevy Chase Bank, F.S.B., CCB Holding
Corporation or any affiliate thereof)
<PAGE>
This certifies that CEDE & CO. (the "CLASS A CERTIFICATEHOLDER") is the
registered owner of a fractional undivided interest in certain assets of a trust
(the "TRUST") created pursuant to the Pooling and Servicing Agreement, dated as
of June 1, 1995 (as amended and supplemented, the "AGREEMENT"), as supplemented
by the Series 1996-C Supplement, dated as of December 1, 1996 and the Class C
Supplemental Agreement, dated as of December 1, 1996 (as amended and
supplemented, collectively the "SERIES 1996-C SUPPLEMENT"), by and among Chevy
Chase Bank, F.S.B., a federally chartered stock savings bank, as Transferor and
Servicer, CCB Holding Corporation, as Transferor, and Bankers Trust Company, a
New York banking corporation, as trustee (in such capacity, the "TRUSTEE"). The
corpus of the Trust consists of (i) a portfolio of all receivables (the
"RECEIVABLES") existing in the consumer revolving credit card accounts
identified under the Agreement from time to time (the "ACCOUNTS"), (ii) all
Receivables generated under the Accounts from time to time thereafter, (iii)
funds collected or to be collected from obligors in respect of the Receivables,
(iv) all funds which are from time to time on deposit in the Collection Account
and in the Special Funding Account, and (v) all other assets and interests
constituting the Trust. The Holder of this Certificate is entitled to the
benefit of the funds on deposit in a Cash Collateral Account, the funds on
deposit in a Reserve Account, the funds on deposit in a Pre-Funding Account and
the Funds on deposit in a Principal Funding Account, in each case to the extent
provided in the Series 1996-C Supplement. Although a summary of certain
provisions of the Agreement and the Series 1996-C Supplement is set forth below
and in the Summary of Terms and Conditions attached hereto and made a part
hereof, this Class A Certificate does not purport to summarize the Agreement and
the Series 1996-C Supplement and reference is made to the Agreement and the
Series 1996-C Supplement 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 and the Series
1996-C Supplement (without schedules) may be requested from the Trustee by
writing to the Trustee at the Corporate Trust Office. To the extent not defined
herein, the capitalized terms used herein have the meanings ascribed to them in
the Agreement or the Series 1996-C Supplement, as applicable.
This Class A Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement and the Series 1996-C Supplement, to
which Agreement and Series 1996-C Supplement, each as amended and supplemented
from time to time, the Class A Certificateholder by virtue of the acceptance
hereof (and each Certificate Owner, by its acceptance of an interest in the
applicable Certificate) assents and is bound.
It is the intent of the Transferors and the Investor Certificateholders
that, for federal, state and local income and franchise tax purposes (i) the
Investor Certificates will qualify as indebtedness secured by the Receivables
and (ii) the Trust will not be treated as an association or publicly traded
partnership taxable as a corporation. The Class A Certificateholder, by the
acceptance of this Class A Certificate (and each Certificate Owner, by its
acceptance of an interest in the applicable Certificate), agrees to treat this
Class A Certificate for federal, state and local income and franchise tax
purposes as debt. Each Class A Certificateholder agrees that it
2
<PAGE>
will cause any Certificate Owner acquiring an interest in a Certificate through
it to comply with the Agreement as to treatment as indebtedness under applicable
tax law as provided therein.
Interest will accrue on the Class A Certificates for the period from the
Closing Date through and including January 14, 1997, and for the period from
January 15, 1997 through and including February 17, 1997, and for each Interest
Period thereafter at a rate of 0.14% per annum above LIBOR as determined on the
applicable LIBOR Determination Date and calculated on the basis of actual days
elapsed and a 360 day year.
In general, payments of principal with respect to the Class A Certificates
are limited to the Class A Invested Amount, which may be less than the unpaid
principal balance of the Class A Certificates. The Class A Expected Final
Payment Date is the December 2003 Distribution Date, but principal with respect
to the Class A Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Series 1996-C Supplement. If
for one or more months during the Class A Scheduled Accumulation Period there
are not sufficient funds to pay the Controlled Deposit Amount, then to the
extent that excess funds are not available on subsequent Distribution Dates with
respect to the Class A Scheduled Accumulation Period to make up for such
shortfalls, the final payment of principal of the Class A Certificates will
occur later than the Class A Expected Final Payment Date.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Class A Certificate shall not
be entitled to any benefit under the Agreement or the Series 1996-C Supplement
or be valid for any purpose.
IN WITNESS WHEREOF, the Transferors have caused this Class A Certificate to
be duly executed.
CHEVY CHASE BANK, F.S.B.
By: /s/ Mark A. Holles
-----------------------------
Mark A. Holles
Vice President
CCB HOLDING CORPORATION
By: /s/ Jessica L. Parker
-----------------------------
Jessica L. Parker
President
Dated: December 12, 1996
3
<PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates referred to in the Agreement and
Series 1996-C Supplement.
BANKERS TRUST COMPANY,
as Trustee
By: /s/ Louis Bodi
-----------------------------
Authorized Signatory
Dated: December 12, 1996
4
<PAGE>
CHEVY CHASE MASTER CREDIT CARD TRUST II
Series 1996-C
CLASS A FLOATING RATE ASSET BACKED CERTIFICATE
Summary of Terms and Conditions
The Receivables consist of Principal Receivables, which arise generally
from the purchase of goods and services and amounts advanced to accountholders
as cash advances, and Finance Charge Receivables. This Class A Certificate is
one of a Series of Certificates entitled Chevy Chase Master Credit Card
Trust II, Series 1996-C (the "SERIES 1996-C CERTIFICATES"), and one of a class
thereof entitled Class A Floating Rate Asset Backed Certificates, Series 1996-C
(the "CLASS A CERTIFICATES"), each of which represents a fractional undivided
interest in certain assets of the Trust. The Trust Assets are allocated in part
to the certificateholders of all outstanding Series (the "CERTIFICATEHOLDERS'
INTEREST") with the remainder allocated to the Holders of the Transferor
Certificates. The aggregate interest represented by the Class A Certificates at
any time in the Principal Receivables in the Trust shall not exceed an amount
equal to the Class A Invested Amount at such time. The Class A Invested Amount
is $184,500,000 on the Closing Date (the "CLASS A INITIAL INVESTED AMOUNT").
During the Funding Period, the Class A Invested Amount will, under certain
circumstances, increase until the Class A Invested Amount is equal to
$246,000,000. The 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 as a result of withdrawals from the Pre-Funding Account in
connection with increases in the Transferor Amount pursuant to Section 4.15 of
the Series 1996-C Supplement, MINUS (c) the aggregate amount of principal
payments made to the Class A Certificateholders on or prior to such date, (other
than any principal payments made to the Class A Certificateholders from amounts
on deposit in the Pre-Funding Account on the First Distribution Date following
the end of the Funding Period pursuant to Section 4.14(d) of the Series 1996-C
Supplement), 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 Section 4.6(a) of the
Series 1996-C Supplement on or prior to such date.
Subject to the terms and conditions of the Agreement, the Transferors may
from time to time direct the Trustee, on behalf of the Trust, to issue one or
more new Series of Investor Certificates, which will represent fractional
undivided interests in certain of the Trust Assets.
On each Distribution Date, the Paying Agent shall distribute to each
Class A Certificateholder of record on the last day of the preceding calendar
month (each a "RECORD DATE") such Class A Certificateholder's PRO RATA share of
such amounts (including amounts on deposit in the Collection Account) as are
payable to the Class A Certificateholders pursuant to the Agreement and the
Series 1996-C Supplement. Distributions with respect to this Class A
Certificate will be made by the Paying Agent by check mailed to the address of
the Class A Certificateholder of record appearing in the Certificate Register
without the presentation or surrender of this Class A Certificate or the making
of any notation thereon (except for the final distribution in respect of this
Class A Certificate) except that with respect to Class A Certificates registered
in the name of Cede & Co., the nominee for The Depository Trust Company,
5
<PAGE>
distributions will be made in the form of immediately available funds. Final
payment of this Class A Certificate will be made only upon presentation and
surrender of this Class A Certificate at the office or agency specified in the
notice of final distribution delivered by the Trustee to the Series 1996-C
Certificateholders in accordance with the Agreement and the Series 1996-C
Supplement.
On any day occurring on or after the day on which the Invested Amount
(after giving effect to any funds available for distribution in respect of
principal on such date) is reduced to 5% or less of the Invested Amount as of
the last day of the Funding Period, the Transferors shall have the option to
repurchase the Certificateholders' Interest in the Trust represented by Series
1996-C. The repurchase price will be equal to (a) if such day is a Distribution
Date, the Reassignment Amount for such Distribution Date or (b) if such day is
not a Distribution Date, the Reassignment Amount for the Distribution Date next
following such day. Following the deposit of the Reassignment Amount in the
Collection Account, Class A Certificateholders and the Cash Collateral Depositor
will not have any interest in the Receivables and the Class A Certificates will
represent only the right to receive such Reassignment Amount. The repurchase
option may not be exercised if the outstanding principal amount of Series 1996-C
exceeds the Invested Amount.
THIS CLASS A CERTIFICATE REPRESENTS AN INTEREST IN THE TRUST ONLY AND DOES
NOT REPRESENT INTERESTS IN OR AN OBLIGATION OF THE TRANSFERORS, THE SERVICER OR
ANY AFFILIATE OF ANY OF THEM. THIS CLASS A CERTIFICATE IS NOT A DEPOSIT AND
NEITHER THIS CLASS A CERTIFICATE NOR THE UNDERLYING ACCOUNTS OR RECEIVABLES OR
ANY COLLECTIONS THEREON ARE INSURED OR GUARANTEED BY THE SAVINGS ASSOCIATION
INSURANCE FUND, THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY. 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 HEREINABOVE AND IN
THE AGREEMENT AND THE SERIES 1996-C SUPPLEMENT.
The Class A Certificates are issuable only in minimum denominations of
$1,000 and integral multiples of $1,000. 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 or the Transfer
Agent and Registrar, duly executed by the Class A Certificateholder or such
Class A Certificateholder's attorney, and duly authorized in writing with such
signature guaranteed, 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.
The Class A Certificates may not be acquired or held by or for the account
of any employee 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 Section 4975
6
<PAGE>
of the Internal Revenue Code of 1986, as amended, or an entity whose
underlying assets include plan assets of any such plan, trust or account by
reason of its investment in such entity (a "Benefit Plan"). By accepting and
holding this 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 Certificate, the applicable Certificate Owner or Owners
shall be deemed to have represented and warranted that it or they are not
Benefit Plans. The restrictions contained in the foregoing representations
and warranties shall not apply to a Class A Certificate acquired with the
assets of the general account of an insurance company to the extent that the
acquisition or holding thereof, respectively, is permissible under Section
401(c) of ERISA and final regulations thereunder or other exemptions under
ERISA and does not result in the contemplated operations of the Trust being
treated as non-exempt prohibited transactions.
As provided in the Agreement and subject to certain limitations therein
set forth, Class A Certificates are exchangeable for new Class A Certificates
evidencing like aggregate fractional undivided interests as requested by the
Class A Certificateholder surrendering such Class A Certificates. No service
charge may be imposed for any such exchange but the Servicer or 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.
The Trustee, the Paying Agent, the Transfer Agent and Registrar 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, 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 THE LAWS
OF 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.
7
<PAGE>
ASSIGNMENT
Social Security or other identifying number of assignee _______________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
________________________________________________________________________________
________________________________________________________________________________
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ____________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated:______________________(1)
Signature Guaranteed:
_______________________________
- ------------------------
(1) NOTE: The signature to this Assignment must correspond with the name of
the registered owner as it appears on the face of the within Certificate in
every particular, without alteration, enlargement or any change
whatsoever.
8
<PAGE>
CLASS B CERTIFICATE
REGISTERED $25,500,000.00
No. R-1CUSIP No. 16678LAJ9
THIS CERTIFICATE MAY NOT BE ACQUIRED OR HELD BY OR FOR THE ACCOUNT OF A BENEFIT
PLAN (AS DEFINED BELOW).
UNLESS THIS CLASS B CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE TRANSFERORS OR THEIR 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.
CHEVY CHASE MASTER CREDIT CARD TRUST II
SERIES 1996-C
CLASS B FLOATING RATE ASSET BACKED CERTIFICATE
Class B Expected Final Payment Date:
The February 2004 Distribution Date
Each $1,000 minimum denomination represents a
1/25,500 undivided interest
in Class B of the Chevy Chase Master Credit Card Trust II, Series 1996-C
Evidencing an undivided interest in a trust, the corpus of which consists
primarily of receivables generated from time to time in the ordinary course of
business in a portfolio of consumer revolving credit card accounts owned by
CHEVY CHASE BANK, F.S.B.
and other assets and interests constituting the Trust under the Pooling and
Servicing Agreement referred to below.
(Not an interest in or obligation of Chevy Chase Bank, F.S.B., CCB Holding
Corporation or any affiliate thereof)
<PAGE>
This certifies that CEDE & CO. (the "CLASS B CERTIFICATEHOLDER") is the
registered owner of a fractional undivided interest in certain assets of a trust
(the "Trust") created pursuant to the Pooling and Servicing Agreement, dated as
of June 1, 1995 (as amended and supplemented, the "AGREEMENT"), as supplemented
by the Series 1996-C Supplement, dated as of December 1, 1996 and the Class C
Supplemental Agreement, dated as of December 1, 1996 (as amended and
supplemented, collectively the "SERIES 1996-C SUPPLEMENT"), by and among Chevy
Chase Bank, F.S.B., a federally chartered stock savings bank, as Transferor and
Servicer, CCB Holding Corporation, as Transferor, and Bankers Trust Company, a
New York banking corporation, as trustee (in such capacity, the "TRUSTEE"). The
corpus of the Trust consists of (i) a portfolio of all receivables (the
"RECEIVABLES") existing in the consumer revolving credit card accounts
identified under the Agreement from time to time (the "ACCOUNTS"), (ii) all
Receivables generated under the Accounts from time to time thereafter, (iii)
funds collected or to be collected from obligors in respect of the Receivables,
(iv) all funds which are from time to time on deposit in the Collection Account
and in the Special Funding Account, and (v) all other assets and interests
constituting the Trust. The Holder of this Certificate is entitled to the
benefit of the funds on deposit in a Cash Collateral Account, the funds on
deposit in a Reserve Account, the funds on deposit in a Pre-Funding Account
and the funds on deposit in a Principal Funding Account, in each case to the
extent provided in the Series 1996-C Supplement. Although a summary of certain
provisions of the Agreement and the Series 1996-C Supplement is set forth below
and in the Summary of Terms and Conditions attached hereto and made a part
hereof, this Class B Certificate does not purport to summarize the Agreement and
the Series 1996-C Supplement and reference is made to the Agreement and the
Series 1996-C Supplement 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 and the Series
1996-C Supplement (without schedules) may be requested from the Trustee by
writing to the Trustee at the Corporate Trust Office. To the extent not defined
herein, the capitalized terms used herein have the meanings ascribed to them in
the Agreement or the Series 1996-C Supplement, as applicable.
This Class B Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement and the Series 1996-C Supplement,
to which Agreement and Series 1996-C Supplement, each as amended and
supplemented from time to time, the Class B Certificateholder by virtue of the
acceptance hereof (and each Certificate Owner, by its acceptance of an interest
in the applicable Certificate) assents and is bound.
THIS CLASS B CERTIFICATE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND
PAYMENTS ON THE CLASS A CERTIFICATES TO THE EXTENT SPECIFIED IN THE SERIES
1996-C SUPPLEMENT.
It is the intent of the Transferors and the Investor Certificateholders
that, for federal, state and local income and franchise tax purposes (i) the
Investor Certificates will qualify as indebtedness secured by the Receivables
and (ii) the Trust will not be treated as an association
2
<PAGE>
or publicly traded partnership taxable as a corporation. The Class B
Certificateholder, by the acceptance of this Class B Certificate (and each
Certificate Owner, by its acceptance of an interest in the applicable
Certificate), agrees to treat this Class B Certificate for federal, state
and local income and franchise tax purposes as debt. Each Class B
Certificateholder agrees that it will cause any Certificate Owner acquiring
an interest in a Certificate through it to comply with the Agreement as to
treatment as indebtedness under applicable tax law as provided therein.
Interest will accrue on the Class B Certificates for the period from the
Closing Date through and including January 14, 1997, and for the period from
January 15, 1997 through and including February 17, 1997, and for each Interest
Period thereafter at a rate of 0.375% per annum above LIBOR as determined on
the applicable LIBOR Determination Date and calculated on the basis of actual
days elapsed and a 360 day year.
In general, payments of principal with respect to the Class B Certificates
are limited to the Class B Invested Amount, which may be less than the unpaid
principal balance of the Class B Certificates. The Class B Expected Final
Payment Date is the February 2004 Distribution Date, but principal with respect
to the Class B Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Series 1996-C Supplement. If
for one or more months during the Class B Scheduled Accumulation Period there
are not sufficient funds to pay the Controlled Deposit Amount, then to the
extent that excess funds are not available on subsequent Distribution Dates with
respect to the Class B Scheduled Accumulation Period to make up for such
shortfalls, the final payment of principal of the Class B Certificates will
occur later than the Class B Expected Final Payment Date.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Class B Certificate shall not
be entitled to any benefit under the Agreement or the Series 1996-C Supplement
or be valid for any purpose.
IN WITNESS WHEREOF, the Transferors have caused this Class B Certificate
to be duly executed.
CHEVY CHASE BANK, F.S.B.
By: /s/ Mark A. Holles
--------------------
Mark A. Holles
Vice President
CCB HOLDING CORPORATION
By: /s/ Jessica L. Parker
-----------------------
Jessica L. Parker
President
Dated: December 12, 1996
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<PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates referred to in the Agreement and
Series 1996-C Supplement.
BANKERS TRUST COMPANY,
as Trustee
By: /s/ Louis Bodi
-----------------
Authorized Signatory
Dated: December 12, 1996
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<PAGE>
Chevy Chase Master Credit Card Trust II
Series 1996-C
CLASS B FLOATING RATE ASSET BACKED CERTIFICATE
Summary of Terms and Conditions
The Receivables consist of Principal Receivables, which arise generally
from the purchase of goods and services and amounts advanced to accountholders
as cash advances, and Finance Charge Receivables. This Class B Certificate is
one of a Series of Certificates entitled Chevy Chase Master Credit Card
Trust II, Series 1996-C (the "SERIES 1996-C CERTIFICATES"), and one of a class
thereof entitled Class B Floating Rate Asset Backed Certificates, Series 1996-C
(the "CLASS B CERTIFICATES"), each of which represents a fractional undivided
interest in certain assets of the Trust. The Trust Assets are allocated in
part to the certificateholders of all outstanding Series (the
"CERTIFICATEHOLDERS' INTEREST") with the remainder allocated to the Holders of
the Transferor Certificates. The aggregate interest represented by the Class B
Certificates at any time in the Principal Receivables in the Trust shall not
exceed an amount equal to the Class B Invested Amount at such time. The
Class B Invested Amount is $19,125,000 on the Closing Date (the "CLASS B
INITIAL INVESTED AMOUNT"). During the Funding Period, the Class B Invested
Amount will, under certain circumstances, increase until the Class B Invested
Amount is equal to $25,500,000. The 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 as a result of withdrawls from the Pre-Funding Account
in connection with increases in the Transferor Amount pursuant to Section 4.15
of the Series 1996-C Supplement, MINUS (c) the aggregate amount of principal
payments made to the Class B Certificateholders on or prior to such date (other
than any principal payments made to Class B Certificateholders from amounts on
deposit in the Pre-Funding Account on the first Distribution Date following the
end of the Funding Period pursuant to Section 4.14(d) of the Series 1996-C
Supplement), MINUS (d) the aggregate amount of Class B Investor Charge-Offs for
all prior Distribution Dates, MINUS (e) the amount of Reallocated Principal
Collections allocable to the Class B Certificates and applied on any prior
Distribution Dates which have been used to fund the Class A Required Amount with
respect to such Distribution Dates, MINUS (f) an amount equal to the amount by
which the Class B Invested Amount has been reduced on all prior Distribution
Dates to cover the Class A Investor Default Amount, and PLUS (g) the aggregate
amount of Excess Spread and Excess Finance Charge Collections allocated to
Series 1996-C available on or prior to such Distribution Date with respect to
amounts deducted pursuant to the foregoing clauses (d), (e) and (f).
Subject to the terms and conditions of the Agreement, the Transferors may
from time to time direct the Trustee, on behalf of the Trust, to issue one or
more new Series of Investor Certificates, which will represent fractional
undivided interests in certain of the Trust Assets.
On each Distribution Date, the Paying Agent shall distribute to each
Class B Certificateholder of record on the last day of the preceding calendar
month (each a "RECORD DATE") such Class B Certificateholder's PRO RATA share of
such amounts (including amounts on deposit in the Collection Account) as are
payable to the Class B Certificateholders pursuant to the Agreement and the
Series 1996-C Supplement. Distributions with respect to this Class B
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<PAGE>
Certificate will be made by the Paying Agent by check mailed to the address of
the Class B Certificateholder of record appearing in the Certificate Register
without the presentation or surrender of this Class B Certificate or the making
of any notation thereon (except for the final distribution in respect of this
Class B Certificate) except that with respect to Class B Certificates
registered in the name of Cede & Co., the nominee for The Depository Trust
Company, distributions will be made in the form of immediately available funds.
Final payment of this Class B Certificate will be made only upon presentation
and surrender of this Class B Certificate at the office or agency specified in
the notice of final distribution delivered by the Trustee to the Series 1996-C
Certificateholders in accordance with the Agreement and the Series 1996-C
Supplement.
On any day occurring on or after the day on which the Invested Amount
(after giving effect to any funds available for distribution in respect of
principal on such date) is reduced to 5% or less of the Invested Amount as of
the last day of the Funding Period, the Transferors shall have the option to
repurchase the Certificateholders' Interest in the Trust represented by Series
1996-C. The repurchase price will be equal to (a) if such day is a Distribution
Date, the Reassignment Amount for such Distribution Date or (b) if such day is
not a Distribution Date, the Reassignment Amount for the Distribution Date next
following such day. Following the deposit of the Reassignment Amount in the
Collection Account, Class B Certificateholders and the Cash Collateral Depositor
will not have any interest in the Receivables and the Class B Certificates will
represent only the right to receive such Reassignment Amount. The repurchase
option may not be exercised if the outstanding principal amount of Series 1996-C
exceeds the Invested Amount.
THIS CLASS B CERTIFICATE REPRESENTS AN INTEREST IN THE TRUST ONLY AND DOES
NOT REPRESENT INTERESTS IN OR AN OBLIGATION OF THE TRANSFERORS, THE SERVICER OR
ANY AFFILIATE OF ANY OF THEM. THIS CLASS B CERTIFICATE IS NOT A DEPOSIT AND
NEITHER THIS CLASS B CERTIFICATE NOR THE UNDERLYING ACCOUNTS OR RECEIVABLES OR
ANY COLLECTIONS THEREON ARE INSURED OR GUARANTEED BY THE SAVINGS ASSOCIATION
INSURANCE FUND, THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THIS CLASS B 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 HEREINABOVE AND IN
THE AGREEMENT AND THE SERIES 1996-C SUPPLEMENT.
The Class B Certificates are issuable only in minimum denominations of
$1,000 and integral multiples of $1,000. 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 or the Transfer
Agent and Registrar, duly executed by the Class B Certificateholder or such
Class B Certificateholder's attorney, and duly authorized in writing with such
signature guaranteed, 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.
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<PAGE>
The Class B Certificates may not be acquired or held by or for the account
of any employee 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 Section 4975 of the Internal Revenue Code of 1986,
as amended, or an entity whose underlying assets include plan assets of any
such plan, trust or reason of its investment in such entity (a "Benefit Plan").
By accepting and holding this 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 Certificate, the applicable Certificate Owner or Owners shall
be deemed to have represented and warranted that it or they are not Benefit
Plans. The restrictions contained in the foregoing representations and
warranties shall not apply to a Class B Certificate acquired with the assets of
the general account of an insurance company to the extent that the acquisition
or holding thereof, respectively, is permissible under Section 401(c) of ERISA
and final regulations thereunder or other exemptions under ERISA and does not
result in the contemplated operations of the Trust being treated as non-exempt
prohibited transactions.
As provided in the Agreement and subject to certain limitations therein set
forth, Class B Certificates are exchangeable for new Class B Certificates
evidencing like aggregate fractional undivided interests as requested by the
Class B Certificateholder surrendering such Class B Certificates. No service
charge may be imposed for any such exchange but the Servicer or 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.
The Trustee, the Paying Agent, the Transfer Agent and Registrar 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, 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 THE LAWS OF
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.
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<PAGE>
ASSIGNMENT
Social Security or other identifying number of assignee _______________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
_________________________________________________________________________
_____________________________________________________________________________
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ____________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: _________________(1)
Signature Guaranteed:
____________________
- --------------------------
(1) NOTE: The signature to this Assignment must correspond with the name
of the registered owner as it appears on the face of the within Certificate in
every particular, without alteration, enlargement or any change whatsoever.
8
