<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
____________________
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 19, 1996
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THE CHASE MANHATTAN BANK (USA)
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in governing instruments)
Delaware 333-05205 22-2382028
- --------------- ---------------- ------------------
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
organization)
802 Delaware Avenue, Wilmington, Delaware 19801
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (302) 575-5033
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Not Applicable
- --------------------------------------------------------------------------------
(Former name or former address if changed since last report)
Exhibit Index located at Page 2
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Items 1 through 4, Item 6 and Item 8 are not included because they are not
applicable.
Item 5. Other Events
------------
On June 19, 1996, the Series 1996-3 Supplement and the Series 1996-4
Supplement, each dated as of June 1, 1996, to the Pooling and Servicing
Agreement, dated as of June 1, 1991 (the "Pooling and Servicing Agreement"),
between The Chase Manhattan Bank (USA), as Seller and Servicer, and Yasuda Bank
and Trust Company (USA), as Trustee, was executed and delivered by the
respective parties thereto.
Chase USA is incorporated under the laws of Delaware and, as a state
chartered non-member bank, is regulated by the Office of the Delaware State Bank
Commissioner and by the Federal Deposit Insurance Corporation. Chase USA
intends, however, to apply to the United States Comptroller of the Currency (the
"Comptroller") for conversion to a national bank charter. If such application is
approved, Chase USA would become a national bank and would be regulated
primarily by the Comptroller. Chase USA expects that such conversion would have
no material effect on the Chase Credit Card Master Trust or the
Certificateholders.
Item 7. Financial Statements and Exhibits.
---------------------------------
(a) Financial Statements - Not Applicable
(b) Pro Forma Financial Information - Not Applicable
(c) Exhibits (executed copies) - The following execution copies
of Exhibits to the Form S-3 Registration Statement of the
Registrant are hereby filed:
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------- ------- ------------
<S> <C> <C>
1.1(A) Underwriting Agreement, dated June 12,
1996 between The Chase Manhattan Bank
(USA) and Chase Securities Inc. as
Representative of the Underwriters.
1.2(A) Terms Agreement, Class A 7.04% Asset
Backed Certificates, Series 1996-3
dated June 12, 1996 between The Chase
Manhattan Bank (USA) and Chase
Securities Inc. as Representative of
the Underwriters.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------- ------- ------------
<S> <C> <C>
1.3(A) Terms Agreement, Class B 7.21% Asset
Backed Certificates, Series 1996-3
dated June 12, 1996 between The Chase
Manhattan Bank (USA) and Chase
Securities Inc.
1.4(A) Terms Agreement, Class A 6.73% Asset
Backed Certificates, Series 1996-4
dated June 12, 1996 between The Chase
Manhattan Bank (USA) and Chase
Securities Inc. as Representative of
the Underwriters.
1.5(A) Terms Agreement, Class B 6.89% Asset
Backed Certificates, Series 1996-4
dated June 12, 1996 between The Chase
Manhattan Bank (USA) and Chase
Securities Inc.
4.1(A) Series 1996-3 Supplement dated as of
June 1, 1996 between The Chase
Manhattan Bank (USA) as Seller and
Servicer and Yasuda Bank and Trust
Company (USA) as Trustee on behalf of
the Series 1996-3 Certificateholders.
4.2(A) Series 1996-4 Supplement dated as of
June 1, 1996 between The Chase
Manhattan Bank (USA) as Seller and
Servicer and Yasuda Bank and Trust
Company (USA) as Trustee on behalf of
the Series 1996-4 Certificateholders.
</TABLE>
3
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE CHASE MANHATTAN BANK (USA)
(Registrant)
July 19, 1996 By:/s/ Martin M. Joyce
---------------------------
Martin M. Joyce
as attorney-in-fact
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<PAGE>
CHASE MANHATTAN CREDIT CARD MASTER TRUST
UNDERWRITING AGREEMENT
----------------------
STANDARD TERMS
(June 12, 1996)
CHASE SECURITIES INC.
270 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
1. Introductory. From time to time The Chase Manhattan Bank (USA) (the
"Seller"), proposes to issue one or more series (each, a "Series") of its Asset
Backed Certificates (the "Certificates") and, with respect to each such series
of CertificatesSeries (or, if such Series is comprised of more than one class,
with respect to each such class), to enter into a Terms Agreement (each, a
"Terms Agreement") with you, Chase Securities Inc., as underwriter of such
Series or class or, if appropriate, as the representative (the "Representative")
of the underwriters named in Schedule I thereto (in either capacity, the
"Representative"), and, subject to the terms and conditions stated or
incorporated by reference in such Terms Agreement, to cause the Chase Manhattan
Credit Card Master Trust (the "Trust") to issue and sell such Series or class of
Certificates to Chase Securities Inc., as underwriter, or to such underwriters.
Each such Terms Agreement shall be in the form of Annex I hereto, with such
additions and deletions as the parties thereto may determine, and shall
incorporate by reference therein the provisions of these Standard Terms. As used
herein in connection with any Terms Agreement, the term "Offered Series" refers
only to the Series of Certificates offered pursuant tospecified in such Terms
Agreement, and the term "Underwriters" refers only to the underwriters of such
Series of Certificates named in such Terms Agreement and, unless otherwise
provided, any other Terms Agreement with respect to Certificates of the same
Series.
2. Representations and Warranties of the Seller. The Seller represents
--------------------------------------------
and warrants to Underwriters, as of the date of the related named in each Terms
Agreement, as of the date of such Terms Agreement, as follows:
(a) a registration statement (the "Initial Registration Statement")
on Form S-3, including a prospectus and such amendments thereto as may have
been required prior to the date of the relatedsuch Terms Agreement, and, if
applicable, one or more additional registration statements filed pursuant
to Rules 429 and/or 462 under the Act, (each, an "Additional Registration
Statement"), relating to the Certificates and the offering thereof from
time to time in accordance with Rule 415 under the Securities Act of 1933,
as amended (the "Act"), have been filed with the Securities and Exchange
Commission (the "Commission"); such
<PAGE>
registration statements may have included one or more preliminary
prospectuses and prospectus supplements (each, a "Preliminary Prospectus")
meeting the requirements of Rule 430 of the Act; such registration
statements, as amended, have become effective; such registration
statement(s), as amended, and the prospectus relating to the sale of the
Offered Series constituting a part thereof, as from time to time amended or
supplemented with respect to the Offered Series (including any prospectus
filed with the Commission pursuant to Rule 424(b) of the rules and
regulations of the Commission (the "Rules and Regulations") under the Act),
are respectively referred to herein as the "Registration Statements" and
the "Prospectus"; and the conditions to the use of a registration statement
on Form S-3 under the Act, as set forth in the General Instructions to Form
S-3, and the conditions of Rule 415 under the Act, have been satisfied with
respect to the Registration Statements;
(b) as of the date of execution of the relatedsuch Terms Agreement,
each Registration Statement and the Prospectus, except with respect to any
modification to which you have agreed, shall be in all substantive respects
in the form furnished to you prior to such date or, to the extent not
completed on such date, shall contain only such specific additional
information and other changes (beyond that contained in the latest
Preliminary Prospectus that has previously been furnished to you) as the
Seller has advised you, prior to such time, will be included or made
therein;
(c) each Registration Statement, on its effective date, and the
Prospectus, as of the filing date of the most recent supplement thereto,
complied in all material respects with the applicable requirements of the
Act and the Rules and Regulations, and did not include any untrue statement
of a material fact or, in the case of any Registration Statement, omit to
state any material fact required to be stated therein or necessary to make
the statements therein not misleading or, in the case of the Prospectus,
omit to state any material fact necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading,
and on the date of the relatedsuch Terms Agreement, each Registration
Statement and the Prospectus will comply in all material respects with the
applicable requirements of the Act and the Rules and Regulations, and
neither of such documents included or will include any untrue statement of
a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading;
provided, however, that the foregoing does not apply to information
contained in or omitted from any Registration Statement or the Prospectus
based upon written information furnished to the Seller by any Underwriter
in connection with the preparation of any Registration Statement or the
Prospectus;
(d) the Seller is a banking corporation duly organized and validly
existing in good standing under the laws of the jurisdiction of its
organization, with full corporate power, authority and legal right to own
its properties and conduct its business as described in the Prospectus, is
duly qualified to do business and is in good standing (or is exempt from
such requirements), and has obtained all necessary licenses and approvals
in each jurisdiction in which failure to so qualify or obtain such licenses
and approvals would have a material adverse effect on the interests of
Certificateholders under the Pooling and Servicing Agreement or under any
Supplement;
2
<PAGE>
(e) the Certificates of the Offered Series, on the date of such Terms
Agreement, will have been duly and validly authorized and, when such
Certificates are duly and validly executed by or on behalf of the Seller,
authenticated by the Trustee and delivered in accordance with the Pooling
and Servicing Agreement and the related Supplement and delivered and paid
for as provided herein, will be validly issued and outstanding and entitled
to the benefits and security afforded by the Pooling and Servicing
Agreement and the related Supplement;
(f) the execution, delivery and performance by the Seller of this
Agreement, the related Terms Agreement or Terms Agreements, any related
agreement to provide credit enhancement for the Offered Series (an
"Enhancement Agreement"), the Pooling and Servicing Agreement, the related
Supplement and the Certificates of such Series, and the consummation by
such Seller of the transactions provided for herein and therein, have been,
or will have been, duly authorized by the Seller by all necessary corporate
action on the part of the Seller; and neither the execution and delivery by
the Seller of such instruments, nor the performance by the Seller of the
transactions herein or therein contemplated, nor the compliance by the
Seller with the provisions hereof or thereof, will (i) conflict with or
result in a breach of any of the material terms and provisions of, or
constitute a material default under, any of the provisions of the articles
of association or by-laws of the Seller, or (ii) conflict with any of the
provisions of any law, governmental rule, regulation, judgment, decree or
order binding on the Seller or its properties, or (iii) conflict with any
of the material provisions of any indenture, mortgage, contract or other
instrument to which the Seller is a party or by which it is bound, or (iv)
result in the creation or imposition of any lien, charge or encumbrance
upon any of its property pursuant to the terms of any such indenture,
mortgage, contract or other instrument;
(g) when executed and delivered by the parties thereto, the Pooling
and Servicing Agreement and the related Supplement will constitute a legal,
valid and binding obligation of the Seller, enforceable against the Seller
in accordance with its terms, except to the extent that the enforceability
thereof may be subject to bankruptcy, insolvency, reorganization,
conservatorship, moratorium or other similar laws now or hereafter in
effect relating to creditors' rights as such laws would apply in the event
of the insolvency, liquidation or reorganization or other similar
occurrence with respect to the Seller or in the event of any moratorium or
similar occurrence affecting the Seller and to general principles of
equity;
(h) all approvals, authorizations, consents, orders or other actions
of any person, corporation or other organization, or of any court,
governmental agency or body or official (except with respect to the state
securities or "blue sky" laws of various jurisdictions), required in
connection with the valid and proper authorization, issuance and sale of
the Certificates of the Offered Series pursuant to this Agreement, the
related Terms Agreement or Terms Agreements, the Pooling and Servicing
Agreement and the related Supplement, has been or will be taken or obtained
on or prior to the applicable Delivery Date;
3
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(i) this Agreement has been and, as of the date thereof, theeach
related Terms Agreement will have been duly executed and delivered by the
Seller;
(j) the Seller has delivered to you complete and correct copies of
publicly available portions of the Consolidated Reports of Condition and
Income of the Seller for the three most recent fiscal years for which such
reports have been submitted to the Comptroller of the Currency; except as
set forth in or contemplated in the Registration Statements and the
Prospectus, there has been no material adverse change in the condition
(financial or otherwise) of the Seller since December 31, 19945; and
(k) any taxes, fees and other governmental charges in connection with
the execution, delivery and performance of this Agreement, the related
Terms Agreement or Terms Agreements, the Pooling and Servicing Agreement,
the related Supplement and the Certificates of the Offered Series shall
have been paid or will be paid by or on behalf of the Seller at or prior to
the applicable Delivery Date to the extent then due.
3. Purchase, Sale and Delivery of Certificates. Delivery of and payment
-------------------------------------------
for the Certificates of the Offered Series will be made at the offices of The
Chase Manhattan Bank at 270 Park Avenue, New York, New York 10017, at such time
as shall be specified in or pursuant to the related Terms Agreement or Terms
Agreements, or at such other time and place as you and the Seller shall agree
upon, such time being the "Delivery Date" with respect to the Offered Series.
Delivery of such Certificates shall be made by the Seller to the Underwriters
against payment of the purchase price specified in the related Terms Agreement
or Terms Agreements in same day funds wired to such bank as may be designated by
the Seller, or by such other manner of payment as may be agreed upon by the
Seller and you. Unless otherwise provided in the related Terms Agreement,
payment for the Certificates shall be made against delivery thereof to The
Depository Trust Company ("DTC") for the respective accounts of the several
Underwriters. Unless otherwise provided in the related Terms Agreement or Terms
Agreements, such Certificates shall be registered in the name of Cede & Co., as
nominee for DTC, and will be made available for inspection and packaging by you
at the office where delivery and payment for such Certificates is to take place,
not later than 1:00 P.M., New York City time, on the Business Day prior to the
Delivery Date.
4. Offering by Underwriters. Unless otherwise specified by the related
------------------------
Terms Agreement or Terms Agreements:
(a) Each Underwriter severally agrees that, if it is a foreign
broker or dealer not eligible for membership in the National Association of
Securities Dealers, Inc. (the "NASD"), it will not effect any transaction
in the Certificates within the United States, its territories or
possessions, or with persons who are citizens thereof or residents therein,
or will it induce or attempt to induce the purchase of or sale of the
Certificates within the United States, its territories or possessions, or
with persons who are citizens thereof or residents therein, except that it
shall be permitted to make sales to the other Underwriters or to its United
States affiliates provided that such sales are made in compliance with an
exemption of certain foreign brokers or dealers under Rule 15a-6 under the
Securities
4
<PAGE>
Exchange Act of 1934, as amended (the "Exchange Act"), and in conformity
with the Rules of Fair Practice of the NASD as such Rules apply to non-NASD
brokers or dealers.
(b) Each Underwriter severally agrees that (i) it has complied
and will comply with all applicable provisions of the Financial Services
Act 1986 and the Public Offers of Securities Regulations 1995 (the
"Regulations") with respect to anything done by it in relation to the
Certificates in, from or otherwise involving the United Kingdom; (ii) it
has only issued or passed on and will only issue or pass on to any person
in the United Kingdom any document received by it in connection with the
issue of the Certificates if that person is of a kind described in Article
11(3) of the Financial Services Act 1986 (Investment Advertisements)
(Exemptions) Order 1995; (iii) it has not offered or sold and, during the
period of six months from the date hereof, will not offer or sell any
Certificates to persons in the United Kingdom except to persons whose
ordinary activities involve them in acquiring, holding, managing, or
disposing of investments (as principal or agent) for the purposes of their
businesses or otherwise in circumstances which have not resulted and will
not result in an offer to the public in the United Kingdom within the
meaning of the Regulations; and (iv) it is a person of a kind described in
Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions Order 1995).
(c) The Underwriters are not requesting that the Seller or Trust
register the Certificates under the "blue sky" laws of any state or
territory of the United States because the Underwriters are relying upon
exemptions from such laws available for sales to certain institutional
investors.
5. Covenants of the Seller. The Seller hereby severally covenants and
-----------------------
agrees with the Underwriters that:
(a) concurrently with the execution of the related Terms Agreement or
Terms Agreements, the Seller will prepare a Prospectus Supplement setting
forth the amount of Certificates covered thereby and the terms thereof not
otherwise specified in the Prospectus, the price at which such Certificates
are to be purchased by the Underwriters from the Seller, either the initial
public offering price or the method by which the price at which such
Certificates are to be sold will be determined, the selling concessions and
allowances, if any, and such other information as the Seller deems
appropriate in connection with the offering of such Certificates, but the
Seller will not file any amendments to any Registration Statement as in
effect with respect to the Offered Series, or any amendments or supplements
to the Prospectus with respect to the Offered Series, unless it shall first
have delivered copies of such amendments or supplements to you, or if you
shall have reasonably objected thereto promptly after receipt thereof; the
Seller will immediately advise you or your counsel (i) when notice is
received from the Commission that any post-effective amendment to any
Registration Statement with respect to the Offered Series has become or
will become effective and (ii) of any order or communication suspending or
preventing, or threatening to suspend or prevent, the offer and sale of the
Certificates of the Offered Series or of any proceedings or examinations
that may lead to such an order or communication, whether by or of the
Commission or any authority administering any state securities or "blue
sky" law, as soon as the Seller is advised thereof, and will use their
reasonable efforts
5
<PAGE>
to prevent the issuance of any such order or communication and to obtain as
soon as possible its lifting, if issued;
(b) if, at any time when a Prospectus relating to the Offered Series
is required to be delivered under the Act, any event occurs as a result of
which the Prospectus as then amended or supplemented would include any
untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, or if it is necessary at any
time to amend or supplement the Prospectus to comply with the Act or the
Rules and Regulations, the Seller will promptly prepare and (subject to
review and no reasonable objection by you as described in Section 5(a)
hereof) file with the Commission, an amendment or supplement that will
correct such statement or omission or an amendment that will effect such
compliance;
(c) the Seller will make generally available to the holders of the
Certificates (the "Certificateholders") of the Offered Series, in each case
as soon as practicable, a statement which will satisfy the provisions of
Section 11(a) of the Act and Rule 158 of the Commission with respect to the
Offered Series;
(d) the Seller will furnish to each of you copies of each
Registration Statement (at least one copy to be delivered to each of you
will be signed and will include all documents and exhibits thereto or
incorporated by reference therein), the Prospectus, and all amendments and
supplements to such documents, in each case as soon as available and in
such quantities as you reasonably request;
(e) the Seller will assist you in arranging for the qualification of
the Offered Series for sale and the determination of their eligibility for
investment under the laws of such jurisdictions as you designate and will
continue to assist you in maintaining such qualifications in effect so long
as required for the distribution; provided, however, that neither the
Seller nor the Trust shall be required to qualify to do business in any
jurisdiction where it is now not qualified or to take any action which
would subject it to general or unlimited service of process in any
jurisdiction in which it is now not subject to service of process; and
(f) the Seller will pay all expenses incident to the performance of
its obligations under this Agreement and the related Terms Agreement or
Terms Agreements and will reimburse the Underwriters for any expenses
reasonably incurred by them in connection with qualification of the Offered
Series of Certificates and determination of their eligibility for
investment under the laws of such jurisdictions as you may designate
(including reasonable fees and disbursements of its counsel) and the
printing of memoranda relating thereto, for any fees charged by investment
rating agencies for the rating of such Certificates and, to the extent
previously agreed upon with you, for expenses incurred in distributing the
Prospectus (including any amendments and supplements thereto) to the
Underwriters.
6
<PAGE>
6. Conditions to the Obligations of the Underwriters. The obligations of
-------------------------------------------------
the several Underwriters named in the related Terms Agreement or Terms
Agreements to purchase and pay for the Certificates of the Offered Series will
be subject to the accuracy of the representations and warranties on the part of
the Seller herein as of the date of the related Terms Agreementthereof and as of
the applicable Delivery Date, to the accuracy of the statements of the Seller
made pursuant to the provisions thereof, to the performance by each Seller in
all material respects of its obligations hereunder and to the following
additional conditions precedent:
(a) you shall have received a letter from Price Waterhouse LLP or
other independent accountants acceptable to you, dated the applicable
Delivery Date, in a form reasonably satisfactory to you;
(b) all actions required to be taken and all filings required to be
made by the Seller under the Act prior to the Delivery Date for the
Certificates of the Offered Series shall have been duly taken or made; and
prior to the applicable Delivery Date, no stop order suspending the
effectiveness of any Registration Statement shall have been issued and no
proceedings for that purpose shall have been instituted or, to the
knowledge of the Seller, threatened by the Commission;
(c) unless otherwise specified in the related Terms Agreement or
Terms Agreements, the Offered Series shall be rated at the time of issuance
in the highest rating category by Standard & Poor's Ratings Group and
Moody's Investors Service, Inc. and shall not have been placed on any
credit watch with a negative implication for downgrade;
(d) you shall have received an opinion of counsel to the Seller,
which counsel may be Andrew Semmelman, Vice President and Senior Associate
Counsel of the Seller, or counsel otherwise reasonably acceptable to you,
dated the applicable Delivery Date, substantially to the effect that:
(i) the Seller is a banking corporation duly organized,
validly existing and in good standing under the laws of the
jurisdiction of its organization, with full corporate power and
corporate authority to own its assets and operate its business as
described in the Prospectus, and had at all relevant times and now
has, the power, authority and legal right to acquire, own and service
the Accounts and the Receivables;
(ii) the Seller has full corporate power and corporate
authority to sign each Registration Statement and to execute and
deliver this Agreement, the related Terms Agreement or Terms
Agreements, any related Enhancement Agreement, the Pooling and
Servicing Agreement and the related Supplement and to consummate the
transactions contemplated herein and therein;
(iii) the agreements referred to in clause (ii) above have been
authorized by all necessary corporate action on the part of the
Seller, and have been duly executed and delivered by the Seller;
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(iv) the Certificates of the Offered Series have been duly
authorized by all necessary corporate action of the Seller;
(v) no consent, approval, authorization or order of, or filing
with, any governmental agency or body or any court is required under
applicable Federal banking law for the consummation of the
transactions contemplated herein, in the related Terms Agreement or
Terms Agreements, the Pooling and Servicing Agreement, the related
Supplement or any related Enhancement Agreement;
(vi) neither the execution, delivery and performance by the
Seller of its obligations under this Agreement, the related Terms
Agreement or Terms Agreements, the related Supplement, the Pooling and
Servicing Agreement or any related Enhancement Agreement, the transfer
of the Receivables to the Trust, the issuance and sale of the
Certificates of the Offered Series, nor the consummation of any other
of the transactions contemplated herein, in the related Terms
Agreement or Terms Agreements, the related Supplement, the Pooling and
Servicing Agreement or any related Enhancement Agreement, will
conflict with, result in a material breach of or violation of any of
the terms of, or constitute a default under, the Articles of
Association or By-laws of the Seller, as amended, or any rule, order,
statute or regulation, to the extent the foregoing relate to Federal
banking law, of any court, regulatory body, administrative agency or
governmental body having jurisdiction over the Seller or the terms of
any material indenture or other material agreement or instrument known
to such counsel to which the Seller is a party or by which it or its
properties are bound; and
(vii) except as otherwise disclosed in the Prospectus and the
Registration Statements, there are no actions, proceedings or
investigations pending or, to the best of such counsel's knowledge,
threatened before any court, administrative agency or other tribunal
(A) asserting the invalidity of this Agreement, theany related Terms
Agreement, the related Supplement, the Pooling and Servicing
Agreement, any related Enhancement Agreement or the Certificates of
the Offered Series, (B) seeking to prevent the issuance of the
Certificates or the consummation of any of the transactions
contemplated by this Agreement, theany related Terms Agreement, the
related Supplement, the Pooling and Servicing Agreement, any related
Enhancement Agreement or the Certificates, which if adversely
determined would materially and adversely affect the performance by
the Seller of its obligations under, or the validity or enforceability
of, this Agreement, any related Terms Agreement, the related
Supplement, the Pooling and Servicing Agreement, any related
Enhancement Agreement or the Certificates, or (C) seeking adversely to
affect the federal income tax attributes of the Certificates as
described in the Prospectus under the headings "Prospectus Summary --
Tax Status" and "Tax Matters";
(e) you shall have received an opinion of Martin R. Joyce, Vice
President and Senior Associate Counsel of the Seller (or such other counsel
as shall be specified in the
8
<PAGE>
related Terms Agreement or Terms Agreements), dated the applicable Delivery
Date, in form and substance satisfactory to you and your counsel, to the
effect that:
(i) this Agreement and the related Terms Agreement or Terms
Agreements have been duly authorized, executed and delivered by the
Seller;
(ii) any related Enhancement Agreement, the Pooling and
Servicing Agreement and the related Supplement each constitutes the
legal, valid and binding agreement of the Seller, enforceable against
the Seller in accordance with its terms, subject, as to enforcement,
to (A) the effect of bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium, conservatorship, receivership, or other
similar laws of general applicability relating to or affecting
creditors' rights generally or the rights of creditors of national
banking associations, and (B) the application of general principles of
equity (regardless of whether enforceability is considered in a
proceeding in equity or at law);
(iii) each Registration Statement has become effective under the
Act and the Prospectus has been filed with the Commission pursuant to
Rule 424(b) promulgated under the Act; to the best of such counsel's
knowledge, no stop order suspending the effectiveness of any
Registration Statement has been issued and no proceedings for that
purpose have been instituted or threatened under the Act; and each
Registration Statement as of its effective date and the Prospectus as
of its date (in each case, other than the financial and statistical
information therein as to which such counsel express no opinion)
complied as to form in all material respects with the requirements of
the Act and the rules and regulations promulgated thereunder;
(iv) this Agreement, the related Terms Agreement or Terms
Agreements, any related Enhancement Agreement, the Pooling and
Servicing Agreement, the related Supplement and the Certificates
conform in all material respects to the descriptions thereof contained
in the Registration Statements and the Prospectus; and
(v) the Pooling and Servicing Agreement and the related
Supplement will not be required to be qualified under the Trust
Indenture Act of 1939, as amended, and the Trust is not, and
immediately following the sale of the Offered Series pursuant hereto
will not be, required to be, registered under the 1940 Act;
such counsel also shall state that he has no reason to believe that at the
Effective Date any Registration Statement contained any untrue statement of
a material fact or omitted to state any material fact required to be stated
therein or necessary to make the statements therein not misleading or that
the Prospectus as of its date includes any untrue statement of a material
fact or omits to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading (other than financial and statistical information contained
therein as to which such counsel need express no opinion); in rendering
such opinion counsel may rely on the opinion referred to in paragraph (d)
above;
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(f) you shall have received an opinion or opinions of Richards,
Layton & Finger (or such other counsel as shall be specified in the related
Terms Agreement or Terms Agreements), special counsel for the Seller, dated
the Delivery Date, in form and substance satisfactory to you and your
counsel, with respect to certain matters relating to the transfer of the
Receivables and the assignment of any related Enhancement to the Trust,
with respect to the perfection of the Trust's interest in the Receivables
and certain other matters;
(g) the Representative shall have received an opinion of Orrick,
Herrington & Sutcliffe, special tax counsel to the Seller, to the effect
that the statements in each Registration Statement and the Prospectus under
the headings "Prospectus Summary - Tax Status", "Prospectus Summary-"ERISA
Considerations", "Certain Federal Income Tax Consequences" and "ERISA
Considerations", to the extent that they constitute matters of law or legal
conclusions with respect thereto, have been prepared or reviewed by such
counsel and are correct in all material respects;
(h) you shall have received from Orrick, Herrington & Sutcliffe (or
such other counsel as may be named in the related Terms Agreement or Terms
Agreements), special counsel for the Underwriters, such opinion or
opinions, dated the Delivery Date, in form and substance satisfactory to
you, with respect to the organization of each Seller, the validity of the
Certificates, each Registration Statement, the Prospectus and other related
matters as you may require, and the Seller shall have furnished to such
counsel such documents as they may reasonably request for the purpose of
enabling them to pass upon such matters;
(i) you shall have received a certificate, dated the Delivery Date,
of a Vice President or more senior officer of the Seller in which such
officer, to the best of his or her knowledge after reasonable
investigation, shall state that (A) the representations and warranties of
the Seller in this Agreement are true and correct in all material respects
on and as of the Delivery Date, (B) the Seller has complied with all
agreements and satisfied all conditions on its part to be performed or
satisfied hereunder and under the related Terms Agreement or Terms
Agreements at or prior to the applicable Delivery Date, (C) each
Registration Statement has become effective, no stop order suspending the
effectiveness of any Registration Statement has been issued and no
proceedings for that purpose have been instituted or are threatened by the
Commission and (D) subsequent to the date of the Prospectus, there has been
no material adverse change in the condition (financial or otherwise) of the
Seller except as set forth in or contemplated in the Registration
Statements and the Prospectus or as described in such certificate;
(j) you shall have received an opinion of Orrick, Herrington &
Sutcliffe (or such other counsel as may be named in the related Terms
Agreement or Terms Agreements), counsel to the Trustee, dated the
applicable Delivery Date, in form and substance satisfactory to you and
your counsel, to the effect that:
(i) the Trustee has been duly incorporated and is validly
existing as a banking corporation under the laws of the State of New
York and has the power and
10
<PAGE>
authority to enter into and to perform all actions required of it
under the Pooling and Servicing Agreement and the related Supplement;
(ii) each of the Pooling and Servicing Agreement and the
related Supplement has been duly authorized, executed and delivered by
the Trustee and constitutes a legal, valid and binding obligation of
the Trustee, enforceable against the Trustee in accordance with its
terms, except as such enforceability may be limited by (A) bankruptcy,
insolvency, liquidation, reorganization, moratorium, conservatorship,
receivership or other similar laws now or hereinafter in effect
relating to the enforcement of creditors' rights in general, as such
laws would apply in the event of a bankruptcy, insolvency,
liquidation, reorganization, moratorium, conservatorship, receivership
or similar occurrence affecting the Trustee, and (B) general
principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law) as well as concepts of
reasonableness, good faith and fair dealing;
(iii) the Certificates of the Offered Series have been duly
authenticated and delivered by the Trustee;
(iv) the execution and delivery of the Pooling and Servicing
Agreement and the related Supplement by the Trustee and the
performance by the Trustee of their respective terms do not conflict
with or result in a violation of (A) any law or regulation of the
United States of America or the State of New York governing the
banking or trust powers of the Trustee, or (B) the Certificate of
Incorporation or By-laws of the Trustee; and
(v) no approval, authorization or other action by, or filing
with, any governmental authority of the United States of America or
the State of New York having jurisdiction over the banking or trust
powers of the Trustee is required in connection with the execution and
delivery by the Trustee of the Pooling and Servicing Agreement and the
related Supplement or the performance by the Trustee thereunder;
(k) there shall not have occurred, at any time on or prior to the
Delivery Date, any of the following events: (i) trading in securities
generally on the New York Stock Exchange shall have been suspended or
materially limited, or there shall have been any setting of minimum prices
for trading on such exchange, (ii) a general moratorium on commercial
banking activities in New York or Delaware shall have been declared by any
of Federal, New York or Delaware authorities, (iii) there shall have
occurred any material outbreak or escalation of hostilities or other
calamity or crisis, the effect of which on the financial markets of the
United States is such as to make it, in your reasonable judgment as
Representative of the Underwriters, impracticable to market the Offered
Series, or any class thereof, on the terms and in the manner contemplated
in the Prospectus or (iv) any change or any development involving a
prospective change, materially and adversely affecting (A) the Trust Assets
taken as a whole or (B) the business or properties of the Seller, which, in
your reasonable judgment as Representative of the Underwriters, in the case
of either (A) or
11
<PAGE>
(B), makes it impracticable to market the Offered Series, or any class
thereof, on the terms and in the manner contemplated in the Prospectus; and
(l) you shall have received an opinion or opinions of counsel to the
Enhancement Provider, if any, dated the Delivery Date and satisfactory in
form and substance to you and your counsel, to the effect that:
(i) the Enhancement Provider is duly organized and validly
existing under the laws of the jurisdiction of its incorporation, is
duly qualified and/or licensed to do business in all jurisdictions
where the nature of its operations as contemplated in the related
Enhancement Agreement requires such qualification, and has the power
and authority (corporate and other) to enter into the related
Enhancement Agreement and to perform its obligations under the related
Enhancement Agreement; and
(ii) the related Enhancement Agreement has been duly authorized,
executed and delivered by the Enhancement Provider, and constitutes
the legal, valid and binding obligating of the Enhancement Provider,
enforceable in accordance with its terms, except to the extent that
the enforceability thereof may be subject to bankruptcy, insolvency,
reorganization, conservatorship, moratorium or other similar laws now
or hereafter in effect relating to creditors' rights as such laws
would apply in the event of the insolvency, liquidation or
reorganization or other similar occurrence with respect to the
Enhancement Provider or in the event of any moratorium or similar
occurrence affecting the Enhancement Provider.
The Seller will furnish you with such conformed copies of such opinions,
certificates, letters and documents as you reasonably request.
7. Indemnification.
---------------
(a) The Seller will indemnify and hold harmless each Underwriter and each
person, if any, who controls any Underwriter within the meaning of the Act or
the Exchange Act and the respective officers, directors and employees of each
such person, against any losses, claims, damages or liabilities, joint or
several, to which such Underwriter or such controlling person may become
subject, under the Act, the Exchange Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any material
fact contained in any Registration Statement, the Prospectus or any amendment or
supplement thereto relating to the Offered Series, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading;
and will reimburse each Underwriter and each such officer, director, employee or
controlling person for any legal or other expenses reasonably incurred by such
Underwriter and each such officer, director, employee or controlling person in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that (i) the Seller will not be liable
in any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement or alleged untrue
statement in or omission or alleged omission made in any such
12
<PAGE>
documents in reliance upon and in conformity with written information furnished
to the Seller by an Underwriter specifically for use therein and (ii) such
indemnity with respect to any untrue statement or omission in any Preliminary
Prospectus shall not inure to the benefit of any Underwriter (or any person
controlling such Underwriter) from whom the person asserting any such loss,
claim, damage or liability purchased the Certificates which are the subject
thereof, if such person was not given or sent a copy of the Prospectus including
the related Prospectus Supplement excluding documents incorporated therein by
reference, at or prior to the confirmation of the sale of such Certificates to
such person in any case where such delivery is required by the Act and the
untrue statement or omission of a material fact contained in any Preliminary
Prospectus and forming the basis for the related cause of action was corrected
in the Prospectus or the related Prospectus Supplement. This indemnity agreement
will be in addition to any liability that either Seller may otherwise have.
(b) Each Underwriter severally, and not jointly, will indemnify and hold
harmless the Seller, each of its directors, each of its officers who have signed
any Registration Statement and each person, if any, who controls the Seller
within the meaning of the Act or the Exchange Act and the respective officers,
directors and employees of each such person against any losses, claims, damages
or liabilities to which the Seller or any such director, officer or controlling
person may become subject, under the Act, the Exchange Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in any Registration Statement, the Prospectus, or
any amendment or supplement thereto relating to the Offered Series, or arise out
of or are based upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written information
furnished to the Seller by such Underwriter specifically for use therein, and
will reimburse any legal or other expenses reasonably incurred by the Seller or
any such director, officer or controlling person in connection with
investigating or defending any such loss, claim, damage, liability or action.
This indemnity agreement will be in addition to any liability that such
Underwriter may otherwise have.
(c) Promptly after receipt by an indemnified party under this Section of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section, notify the indemnifying party of the commencement thereof; but the
omission and/or delay so to notify the indemnifying party will not relieve it
from any liability which it may have to any indemnified party otherwise than in
this Section; in case any such action is brought against any indemnified party,
and it notified the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and, to the extent
that it may elect by written notice jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel satisfactory to
such indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Section for any legal or other expenses subsequently incurred by such
indemnified party in connection with defense thereof other than reasonable costs
of investigation. If the defendants in any action include both the indemnified
party and the indemnifying party and the indemnified party shall have reasonably
concluded that there may be legal defenses available to
13
<PAGE>
it and/or other indemnified parties that are different from or additional to
those available to the indemnifying party, the indemnified party or parties
shall have the right to select separate counsel to assert such legal defenses
and to otherwise participate in the defense of such action on behalf of such
indemnified party or parties. No indemnifying party may avoid its duty to
indemnify under this Section 7 if such indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement or
compromise of, or consent to the entry of any judgment in, any pending or
threatened action in respect of which any indemnified party is or could have
been a party and indemnity could have been sought hereunder by such indemnified
party unless such settlement includes an unconditional release of such
indemnified party from all liability on any claims that are the subject matter
of such action. An indemnifying party shall not be liable for any settlement of
any claim effected without its consent.
(d) If recovery is not available under the foregoing indemnification
provisions of this Section for any reason other than as specified therein, the
parties entitled to indemnification by the terms thereof shall be entitled to
contribution to liabilities and expenses, except to the extent that contribution
is not permitted under Section 11(f) of the Act. In determining the amount of
contribution to which the respective parties are entitled, there shall be
considered the relative fault of each party in connection with the statement or
omission that resulted in such liabilities and expenses. The relative fault the
parties shall be determined by reference to, among other things, the parties'
relative knowledge and access to information concerning the matter with respect
to which the claim was asserted, the opportunity to correct and prevent any
statement or omission, and any other equitable considerations appropriate under
the circumstances. The Seller and the Underwriters agree that it would not be
equitable if the amount of such contribution were determined by pro rata or per
capita allocation (even if the Underwriters were treated as one entity for such
purpose).
8. Default of Underwriters. If any Underwriter or Underwriters default in
-----------------------
their obligations to purchase Certificates of the Offered Series hereunder and
under the related Terms Agreement or Terms Agreements and the aggregate
principal amount of such Certificates which such defaulting Underwriter or
Underwriters agreed, but failed, to purchase does not exceed 10% of the total
principal amount of the Offered Series set forth in such Terms Agreement or
Terms Agreements, you may make arrangements satisfactory to the Seller for the
purchase of such Certificates by other persons, including any of the
Underwriters, but if no such arrangements are made within a period of 36 hours
after the applicable Delivery Date, the non-defaulting Underwriters shall be
obligated severally, in proportion to their respective total commitments
hereunder and under such Terms Agreement or Terms Agreements, to purchase the
Certificates which such defaulting Underwriters agreed but failed to purchase.
If such Underwriter or Underwriters so default and the aggregate principal
amount of Certificates with respect to which such default or defaults occur is
more than 10% of the total principal amount of the Offered Series set forth in
such Terms Agreement or Terms Agreements and arrangements satisfactory to you
and the Seller for the purchase of such Certificates by other persons are not
made within 36 hours after such default, each such Terms Agreement will
terminate without liability on the part of any non-defaulting Underwriter or the
Company, except as provided in Section 10. As used in this Agreement, the term
"Underwriter" includes any person substituted for an Underwriter under this
Section. Nothing herein will relieve a defaulting Underwriter from liability for
its default.
14
<PAGE>
9. Survival of Certain Representations and Obligations. The respective
---------------------------------------------------
indemnities, agreements, representations, warranties and other statements by
each Seller or its officers and of the several Underwriters set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless of
any investigation, or statement as to the results thereof, made by or on behalf
of the Underwriters, the Seller or any its officers or directors or any
controlling person, and will survive delivery of and payment of the
Certificates.
If this Agreement is terminated pursuant to Section 8 or if for any reason
the purchase of the Certificates by the Underwriters is not consummated, the
Seller shall remain responsible for the expenses to be paid or reimbursed by
them pursuant to Section 5(g), and the obligations of the Seller and the
Underwriters pursuant to Sections 7 and 8 shall remain in effect.
11. Notices. All communications hereunder will be in writing and, if sent
-------
to the Representative or the Underwriters, will be mailed, delivered or
telegraphed and confirmed to the Representative at: Chase Securities, Inc., 270
Park Avenue, New York, New York 10017, Attention: David Howard, or, if sent to
the Seller, will be mailed, delivered or telegraphed and confirmed to: The Chase
Manhattan Bank (USA), 802 Delaware Avenue, Wilmington, Delaware 19801,
Attention: Corporate Secretary.
12. Successors. This Agreement will inure to the benefit of and be
----------
binding upon the parties hereto and their respective successors and the
officers, directors and controlling persons referred to in Section 7 hereof, and
their successors and assigns, and no other person will have any right or
obligation hereunder.
13. Representative of Underwriters. You will act as Representative for
------------------------------
the several Underwriters in connection with this financing, and any action under
this Agreement and any Terms Agreement taken by you as Representative will be
binding upon all the Underwriters identified in such Terms Agreement.
14. Applicable Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
--------------
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
15
<PAGE>
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us a counterpart hereof, whereupon it will become a
binding agreement among the Seller and the several Underwriters in accordance
with its terms. Alternatively, the execution of this Agreement by each Seller
and its acceptance by or on behalf of the Underwriters may be evidenced by an
exchange of telegraphic or other written communications.
Very truly yours,
THE CHASE MANHATTAN BANK (USA),
as Seller
By /s/Keith Schuck
------------------------------------------
Name: Keith Schuck
Title: Vice-President
The foregoing Agreement is hereby
confirmed and accepted as of
the date first above written.
CHASE SECURITIES, INC.,
as Representative of the Underwriters
By /s/ David A. Howard, Jr.
---------------------------------------
Name: David A. Howard, Jr.
Title: Managing Director
16
<PAGE>
ANNEX I
TERMS AGREEMENT
[SERIES OR CLASS DESIGNATION]
__________, 19__
Chase Securities, Inc.,
as Representative of the Underwriters
set forth on Schedule I hereto
270 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
In connection with the issuance of the Asset Backed Certificates,
Series _____ (the "Offered Series") of the Chase Manhattan Credit Card Master
Trust, we propose to issue and to sell to you and the other underwriters named
on Schedule I hereto $______________ aggregate principal amount of the [Class
_____ Asset Backed Certificates (the "Class ___ Certificates"), which constitute
a part of] the Offered Series.
All the provisions contained in the Chase Manhattan Credit Card Master
Trust Underwriting Agreement Standard Terms (June 13, 19952, 1996) (the
"Standard Terms") are herein incorporated by reference in their entirety and
shall be deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein. The terms of the Offered Series
are set forth in the Registration Statement or Registration Statements and the
Prospectus referred to in the Standard Terms, as supplemented by a prospectus
supplement dated _________, 19__ (the "Prospectus Supplement"), the form of
which has been supplied by you. Such Prospectus Supplement sets forth the
manner in which we will offer the Offered Series. The Offered Series will be
issued pursuant to the Pooling and Servicing Agreement referred to in such
Prospectus Supplement.
Subject to the terms and conditions set forth herein or incorporated
by reference herein, the Company hereby agrees to sell and we hereby agree to
purchase the Offered Series[Offered Series] [Class ___ Certificates] at _____%
of their principal amount plus accrued interest, if any, from _________, 19__ to
the date of payment and delivery. Payment for such Offered Series will be
<PAGE>
due upon delivery thereof at [our offices at the address set forth above] [the
offices of _______ at ___________] at 10:00 a.m. (New York time) on
____________, 19__ or at such other time not later than [five business days
thereafter] as shall be designated by us.
Please confirm your agreement by having an authorized officer sign a
copy of this Agreement in the space set forth below and by returning the signed
copy to us.
Very truly yours,
THE CHASE MANHATTAN BANK (USA),
as Seller
By: ___________________________________
Title:
The foregoing Agreement is hereby
confirmed and accepted as of
the date first above written.
CHASE SECURITIES, INC.,
as Representative of the Underwriters
set forth on Schedule I hereto.
By: ________________________________
Title:
2
<PAGE>
SCHEDULE I
[names of underwriters]
3
<PAGE>
TERMS AGREEMENT
CLASS A 7.04% ASSET BACKED CERTIFICATES, SERIES 1996-3
June 12, 1996
Chase Securities Inc.,
as Representative of the Underwriters
set forth on Schedule I hereto
270 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
In connection with the issuance of the Asset Backed Certificates,
Series 1996-3 (the "Offered Series") of the Chase Manhattan Credit Card Master
Trust, we propose to issue and to sell to you and the other underwriters named
on Schedule I hereto $957,220,000 aggregate amount of the Class A 7.04% Asset
Backed Certificates (the "Class A Certificates"), which constitute a part of the
Offered Series.
All the provisions contained in the Chase Manhattan Credit Card Master
Trust Underwriting Agreement Standard Terms (June 12, 1996) (the "Standard
Terms") are herein incorporated by reference in their entirety and shall be
deemed to be a part of this Agreement to the same extent as if such provisions
had been set forth in full herein. The terms of the Offered Series are set
forth in the Registration Statement or Registration Statements and the
Prospectus referred to in the Standard Terms, as supplemented by a prospectus
supplement dated June 12, 1996 (the "Prospectus Supplement"), the form of which
has been supplied by you. Such Prospectus Supplement sets forth the manner in
which we will offer the Offered Series. The Offered Series will be issued
pursuant to the Pooling and Servicing Agreement referred to in such Prospectus
Supplement.
Subject to the terms and conditions set forth herein or incorporated
by reference herein, the Company hereby agrees to sell and we hereby agree to
purchase the Class A Certificates at 99.684375% of their aggregate amount, plus
accrued interest, if any, from June 19, 1996 to the date of payment and
delivery. Payment for such Offered Series will be due upon delivery thereof at
the offices of Orrick Herrington & Sutcliffe at 666 Fifth Avenue at 10:00 a.m.
<PAGE>
(New York time) on June 19, 1996, or at such other time not later than five
business days thereafter as shall be designated by us.
Please confirm your agreement by having an authorized officer sign a
copy of this Agreement in the space set forth below and by returning the signed
copy to us.
Very truly yours,
THE CHASE MANHATTAN BANK (USA),
as Seller
By: ___________________________________
Title:
The foregoing Agreement is hereby
confirmed and accepted as of
the date first above written.
CHASE SECURITIES INC.,
as Representative of the Underwriters
set forth on Schedule I hereto.
By: ________________________________
Title:
2
<PAGE>
SCHEDULE I
Chase Securities Inc.
Goldman, Sachs & Co.
Lehman Brothers Inc.
Morgan Stanley & Co. Incorporated
NationsBanc Capital Markets, Inc.
3
<PAGE>
TERMS AGREEMENT
CLASS B 7.21% ASSET BACKED CERTIFICATES, SERIES 1996-3
June 12, 1996
Chase Securities Inc.,
as Underwriter
270 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
In connection with the issuance of the Asset Backed Certificates,
Series 1996-3 (the "Offered Series") of the Chase Manhattan Credit Card Master
Trust, we propose to issue and to sell to you and the other underwriters named
on Schedule I hereto $42,780,000 aggregate amount of the Class B 7.21% Asset
Backed Certificates (the "Class B Certificates"), which constitute a part of the
Offered Series.
All the provisions contained in the Chase Manhattan Credit Card Master
Trust Underwriting Agreement Standard Terms (June 12, 1996) (the "Standard
Terms") are herein incorporated by reference in their entirety and shall be
deemed to be a part of this Agreement to the same extent as if such provisions
had been set forth in full herein. The terms of the Offered Series are set
forth in the Registration Statement or Registration Statements and the
Prospectus referred to in the Standard Terms, as supplemented by a prospectus
supplement dated June 12, 1996 (the "Prospectus Supplement"), the form of which
has been supplied by you. Such Prospectus Supplement sets forth the manner in
which we will offer the Offered Series. The Offered Series will be issued
pursuant to the Pooling and Servicing Agreement referred to in such Prospectus
Supplement.
Subject to the terms and conditions set forth herein or incorporated
by reference herein, the Company hereby agrees to sell and we hereby agree to
purchase the Class A Certificates at 99.64375% of their aggregate amount, plus
accrued interest, if any, from June 19, 1996 to the date of payment and
delivery. Payment for such Offered Series will be due upon delivery thereof at
the offices of Orrick Herrington & Sutcliffe at 666 Fifth Avenue at 10:00 a.m.
<PAGE>
(New York time) on June 19, 1996, or at such other time not later than five
business days thereafter as shall be designated by us.
Please confirm your agreement by having an authorized officer sign a
copy of this Agreement in the space set forth below and by returning the signed
copy to us.
Very truly yours,
THE CHASE MANHATTAN BANK (USA),
as Seller
By: /s/ Keith Schuck
___________________________________
Title: Vice President
The foregoing Agreement is hereby
confirmed and accepted as of
the date first above written.
CHASE SECURITIES INC.,
as Underwriter
By: /s/ David A. Howard, Jr.
________________________________
Title: Managing Director
2
<PAGE>
TERMS AGREEMENT
CLASS A 6.73% ASSET BACKED CERTIFICATES, SERIES 1996-4
June 12, 1996
Chase Securities Inc.,
as Representative of the Underwriters
set forth on Schedule I hereto
270 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
In connection with the issuance of the Asset Backed Certificates,
Series 1996-3 (the "Offered Series") of the Chase Manhattan Credit Card Master
Trust, we propose to issue and to sell to you and the other underwriters named
on Schedule I hereto $957,220,000 aggregate amount of the Class A 6.73% Asset
Backed Certificates (the "Class A Certificates"), which constitute a part of the
Offered Series.
All the provisions contained in the Chase Manhattan Credit Card Master
Trust Underwriting Agreement Standard Terms (June 12, 1996) (the "Standard
Terms") are herein incorporated by reference in their entirety and shall be
deemed to be a part of this Agreement to the same extent as if such provisions
had been set forth in full herein. The terms of the Offered Series are set
forth in the Registration Statement or Registration Statements and the
Prospectus referred to in the Standard Terms, as supplemented by a prospectus
supplement dated June 12, 1996 (the "Prospectus Supplement"), the form of which
has been supplied by you. Such Prospectus Supplement sets forth the manner in
which we will offer the Offered Series. The Offered Series will be issued
pursuant to the Pooling and Servicing Agreement referred to in such Prospectus
Supplement.
Subject to the terms and conditions set forth herein or incorporated
by reference herein, the Company hereby agrees to sell and we hereby agree to
purchase the Class A Certificates at 99.759375 % of their aggregate amount, plus
accrued interest, if any, from June 19, 1996 to the date of payment and
delivery. Payment for such Offered Series will be due upon delivery thereof at
the offices of Orrick Herrington & Sutcliffe at 666 Fifth Avenue at 10:00 a.m.
<PAGE>
(New York time) on June 19, 1996, or at such other time not later than five
business days thereafter as shall be designated by us.
Please confirm your agreement by having an authorized officer sign a
copy of this Agreement in the space set forth below and by returning the signed
copy to us.
Very truly yours,
THE CHASE MANHATTAN BANK (USA),
as Seller
/S/ Keith Schuck
By: ___________________________________
Title: Vice President
The foregoing Agreement is hereby
confirmed and accepted as of
the date first above written.
CHASE SECURITIES INC.,
as Representative of the Underwriters
set forth on Schedule I hereto.
David A. Howard, Jr.
By: ________________________________
Title: Managing Director
2
<PAGE>
SCHEDULE I
Chase Securities Inc.
Bear, Stearns & Co. Inc.
First Union Capital Markets, Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Salomon Brothers Inc
3
<PAGE>
TERMS AGREEMENT
CLASS B 6.89% ASSET BACKED CERTIFICATES, SERIES 1996-4
June 12, 1996
Chase Securities Inc.,
as Underwriter
270 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
In connection with the issuance of the Asset Backed Certificates,
Series 1996-4 (the "Offered Series") of the Chase Manhattan Credit Card Master
Trust, we propose to issue and to sell to you and the other underwriters named
on Schedule I hereto $42,780,000 aggregate amount of the Class B 6.89% Asset
Backed Certificates (the "Class B Certificates"), which constitute a part of the
Offered Series.
All the provisions contained in the Chase Manhattan Credit Card Master
Trust Underwriting Agreement Standard Terms (June 12, 1996) (the "Standard
Terms") are herein incorporated by reference in their entirety and shall be
deemed to be a part of this Agreement to the same extent as if such provisions
had been set forth in full herein. The terms of the Offered Series are set
forth in the Registration Statement or Registration Statements and the
Prospectus referred to in the Standard Terms, as supplemented by a prospectus
supplement dated June 12, 1996 (the "Prospectus Supplement"), the form of which
has been supplied by you. Such Prospectus Supplement sets forth the manner in
which we will offer the Offered Series. The Offered Series will be issued
pursuant to the Pooling and Servicing Agreement referred to in such Prospectus
Supplement.
Subject to the terms and conditions set forth herein or incorporated
by reference herein, the Company hereby agrees to sell and we hereby agree to
purchase the Class A Certificates at 99.69375% of their aggregate amount, plus
accrued interest, if any, from June 19, 1996 to the date of payment and
delivery. Payment for such Offered Series will be due upon delivery thereof at
the offices of Orrick Herrington & Sutcliffe at 666 Fifth Avenue at 10:00 a.m.
<PAGE>
(New York time) on June 19, 1996, or at such other time not later than five
business days thereafter as shall be designated by us.
Please confirm your agreement by having an authorized officer sign a
copy of this Agreement in the space set forth below and by returning the signed
copy to us.
Very truly yours,
THE CHASE MANHATTAN BANK (USA),
as Seller
By:/s/ Keith Schuck
___________________________________
Title: Vice President
The foregoing Agreement is hereby
confirmed and accepted as of
the date first above written.
CHASE SECURITIES INC.,
as Underwriter
By: /s/ David A. Howard, Jr.
________________________________
Title: Managing Director
2
<PAGE>
EXECUTION COPY
- --------------------------------------------------------------------------------
THE CHASE MANHATTAN BANK (USA)
Seller and Servicer
and
YASUDA BANK AND TRUST COMPANY (U.S.A.)
Trustee
on behalf of the Series 1996-3 Certificateholders
__________________________
SERIES 1996-3 SUPPLEMENT
Dated as of June 1, 1996
to
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 1991
__________________________
CHASE MANHATTAN CREDIT CARD MASTER TRUST
Series 1996-3
- --------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
SECTION 1. Designation............................................... 1
SECTION 2. Definitions............................................... 2
SECTION 3. Minimum Seller Interest, Minimum Aggregate Principal
Receivables and Removal of Accounts.................... 17
SECTION 4. Reassignment and Transfer Terms........................... 17
SECTION 5. Delivery and Payment for the Class A Certificates
and the Class B Certificates........................... 17
SECTION 6. Depositary; Form of Delivery of Class A and Class B
Certificates........................................... 18
SECTION 7. Enhancement............................................... 18
SECTION 8. Article IV of Agreement................................... 18
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS
AND ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.02A. Rights of Investor Certificateholders................. 18
SECTION 4.02B. The Series 1996-3 Collection Subaccount............... 19
SECTION 4.03. Establishment of Series 1996-3 Investor Accounts...... 20
SECTION 4.04. Allocations........................................... 21
SECTION 4.05. Determination of Monthly Interest..................... 27
SECTION 4.06. Determination of Monthly Principal.................... 28
SECTION 4.07. Required Amount....................................... 29
SECTION 4.08. Application of Class A Available Funds, Class B
Available Funds, Collateral Available Funds
and Available Principal Collections............... 30
SECTION 4.09. Defaulted Amounts; Investor Charge-Offs............... 32
SECTION 4.10. Excess Spread; Excess Finance Charge Collections...... 34
SECTION 4.11. Reallocated Principal Collections..................... 36
SECTION 4.12. Group One Excess Finance Charge Collections........... 36
SECTION 4.13. Shared Principal Collections.......................... 37
SECTION 4.14. Principal Funding Account............................. 37
SECTION 4.15. Reserve Account....................................... 38
SECTION 4.16. Time of Deposits and Withdrawals...................... 39
SECTION 4.17. Conversion from Collections during Billing Cycles to
Collections during Monthly Periods................. 39
</TABLE>
i
<PAGE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
SECTION 5.01. Distributions.......................................... 40
SECTION 5.02. Monthly Certificateholders' Statement.................. 41
SECTION 9. Series 1996-3 Pay Out Events........................... 43
SECTION 10. Series 1996-3 Termination.............................. 44
SECTION 11. Ratification and Reaffirmation of Pooling
and Servicing Agreement............................. 45
SECTION 12. Ratification and Reaffirmation of Representations
and Warranties...................................... 45
SECTION 13. Rights Under Section 9.02.............................. 45
SECTION 14. No Subordination....................................... 45
SECTION 15. Repurchase of the Series 1996-3 Certificates........... 45
SECTION 16. Counterparts........................................... 46
SECTION 17. Additional Covenants of the Trustee.................... 46
SECTION 18. Third-Party Beneficiaries.............................. 46
SECTION 19. Series 1996-3 Investor Exchange........................ 47
SECTION 20. Servicing Compensation................................. 47
SECTION 21. Governing Law.......................................... 47
SECTION 22. Notices................................................ 47
</TABLE>
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 Servicer's Certificate
ii
<PAGE>
SERIES 1996-3 SUPPLEMENT, dated as of June 1, 1996 (this "Series
------
Supplement") by and between THE CHASE MANHATTAN BANK (USA), a Delaware banking
- ----------
corporation, as Seller and Servicer, and YASUDA BANK AND TRUST COMPANY (U.S.A.),
a New York trust company, as Trustee.
RECITALS:
--------
1. Section 6.09(b) of the Agreement (as defined herein) provides,
among other things, that the Seller and the Trustee may at any time and from
time to time enter into a supplement to the Agreement for the purpose of
authorizing the issuance by the Trustee to the Seller for the execution and
redelivery to the Trustee for authentication of one or more Series of
Certificates.
2. In the event that any term or provision contained herein shall
conflict with or be inconsistent with any provision contained in the Agreement,
the terms and provisions of this Series Supplement shall govern. All
capitalized terms not otherwise defined herein are defined in the Agreement.
All Article, Section or subsection references herein shall mean Article, Section
or subsections of the Agreement except as otherwise provided herein. Each
capitalized term used or defined herein shall relate only to the Series 1996-3
Certificates and no other Series of Certificates issued by the Trust.
SECTION 1. Designation.
-----------
(a) There is hereby created a Series of Investor Certificates to be
issued pursuant to the Agreement and this Series Supplement to be known as the
"Chase Manhattan Credit Card Master Trust, Series 1996-3." Series 1996-3 shall
-------------------------------------------------------
be issued in three Classes, the first of which shall be known as the "Class A
-------
7.04% Asset Backed Certificates, Series 1996-3" and the second of which shall be
- ----------------------------------------------
known as the "Class B 7.21% Asset Backed Certificates, Series 1996-3." In
------------------------------------------------------
addition, there is hereby created a third class of uncertificated interests in
the Trust which shall, except as expressly provided herein, be deemed to be a
"Class" of "Investor Certificates" for all purposes under the Agreement and this
----- ---------------------
Series Supplement and shall be known as the "Collateral Interest, Series 1996-
--------------------------------
3".
- -
(b) The Collateral Interest Holder shall be entitled to the benefits
of a Holder of a Class of Investor Certificates under the Agreement and this
Series Supplement upon payment by the Collateral Interest Holder of amounts
owing on the Closing Date pursuant to the Loan Agreement. Notwithstanding the
foregoing, except as expressly provided herein, the provisions of Article VI and
Article XII of the Agreement relating to the registration, authentication,
delivery, presentation, cancellation and surrender of Registered Certificates
and clause (d) of Section 6.09(b) shall not be applicable to the Collateral
Interest.
(c) Series 1996-3 shall be included in Group One (as defined below).
Series 1996-3 shall not be subordinated to any other Series.
<PAGE>
(d) Notwithstanding any provision in the Agreement or in this
Supplement to the contrary, the first Distribution Date with respect to Series
1996-3 shall be the July 1996 Distribution Date and the first Monthly Period
shall be the Monthly Period ended June 30, 1996.
SECTION 2. Definitions.
-----------
"Accumulation Period" shall mean, solely for the purposes of the
-------------------
definition of Monthly Principal Payment as such term is defined in each
Supplement, the Controlled Accumulation Period.
"Accumulation Period Factor" shall mean, for each Monthly Period, a
--------------------------
fraction, the numerator of which is equal to the sum of the initial investor
interests (or other amounts specified in the applicable Supplement) of all
outstanding Series in Group One, and the denominator of which is equal to the
sum of (a) the Initial Investor Interest, (b) the initial investor interests (or
other amounts specified in the applicable Supplement) of all outstanding Series
in Group One (other than Series 1996-3) which are not expected to be in their
revolving periods, and (c) the initial investor interests (or other amounts
specified in the applicable Supplement) of all other outstanding Series in Group
One which are not allocating Shared Principal Collections to other Series and
are in their revolving periods.
"Accumulation Period Length" shall have the meaning assigned such term
--------------------------
in subsection 4.08(g).
"Accumulation Shortfall" shall initially mean zero and shall
----------------------
thereafter mean, with respect to any Monthly Period during the Controlled
Accumulation Period, the excess, if any, of the Controlled Deposit Amount for
the previous Monthly Period over the amount deposited into the Principal Funding
Account pursuant to subsection 4.08(e)(i) with respect to the Class A
Certificates for the previous Monthly Period.
"Additional Interest" shall mean, with respect to any Distribution
-------------------
Date, the Class A Additional Interest, the Class B Additional Interest and the
Collateral Additional Interest for such Distribution Date.
"Adjusted Investor Interest" shall mean, with respect to any date of
--------------------------
determination, an amount equal to the sum of (a) the Class A Adjusted Investor
Interest and (b) the Class B Investor Interest and (c) the Collateral Interest.
"Agreement" shall mean the Pooling and Servicing Agreement by and
---------
between The Chase Manhattan Bank (USA), a Delaware banking corporation, as
Seller and Servicer, and Yasuda Bank and Trust Company (U.S.A.), a New York
trust company, as Trustee and all amendments and supplements thereto, including
this Series Supplement.
"Available Finance Charge Collections" shall mean:
------------------------------------
(a) in the case of any Monthly Period prior to the Conversion Date,
Collections of Finance Charge Receivables processed during each Billing Cycle
which ended
2
<PAGE>
during such Monthly Period, which are allocated to the Investor Interest and
deposited in the Finance Charge Account pursuant to Article IV (or which will be
deposited in the Collection Account on the Transfer Date following such Monthly
Period pursuant to the fourth paragraph of the subsection 4.02(a));
(b) in the case of the Conversion Month, Collections of Finance
Charge Receivables processed on any Date of Processing during such Monthly
Period on and after the Conversion Date, which are allocated to the Investor
Interest and deposited in the Finance Charge Account pursuant to Article IV (or
which will be deposited in the Collection Account on the Transfer Date following
such Monthly Period pursuant to the fourth paragraph of subsection 4.02(a)); and
(c) in the case of any Monthly Period following the Conversion Month,
Collections of Finance Charge Receivables processed on any Date of Processing
during such Monthly Period, which are allocated to the Investor Interest and
deposited in the Finance Charge Account pursuant to Article IV (or which will be
deposited in the Collection Account on the Transfer Date following such Monthly
Period pursuant to the fourth paragraph of subsection 4.02(a));
plus, in each case, an amount equal to the product of (i) the amount of
Interchange allocable to the Trust pursuant to subsection 2.05(k) with respect
to such Monthly Period (to the extent deposited in the Collection Account on the
Transfer Date following such Monthly Period) and (ii) the Investor Percentage
with respect to Finance Charge Receivables and such Monthly Period.
"Available Principal Collections" shall mean:
-------------------------------
(a) in the case of any Monthly Period or portion thereof prior to the
Conversion Date, Collections of Principal Receivables processed during each
Billing Cycle which ended during such Monthly Period or portion thereof, which
were allocated to the Investor Interest and were deposited in the Principal
Account pursuant to subsection 4.04(d)(iii) or 4.04(e)(iii) during any such
Billing Cycle (or which will be deposited in the Collection Account on the
Transfer Date following such Monthly Period pursuant to the fourth paragraph of
subsection 4.02(a));
(b) in the case of the Conversion Month, Collections of Principal
Receivables processed on any Date of Processing during such Monthly Period on or
after the Conversion Date, which were allocated to the Investor Interest and
were deposited in the Principal Account pursuant to subsection 4.04(d)(iii) or
4.04(e)(iii) (or which will be deposited in the Collection Account on the
Transfer Date following such Monthly Period pursuant to the fourth paragraph of
subsection 4.02(a)); and
(c) in the case of any Monthly Period following the Conversion Month,
Collections of Principal Receivables processed on any Date of Processing during
such Monthly Period, which were allocated to the Investor Interest and were
deposited in the Principal Account pursuant to subsection 4.04(d)(iii) or
4.04(e)(iii) (or which will be deposited in the Collection
3
<PAGE>
Account on the Transfer Date following such Monthly Period pursuant to the
fourth paragraph of subsection 4.02(a));
plus, in each case, Shared Principal Collections allocated to Series 1996-3
pursuant to Section 4.13 and the Series Supplement of each other Principal
Sharing Series and all amounts which this Series Supplement provides are to be
treated as Available Principal Collections for the related Transfer Date
(including as provided in subsections 4.04(c)(iii), 4.08(a)(iii), and clause
(b), (e), (f), (i) and (j) of Section 4.10).
"Available Reserve Account Amount" shall mean, with respect to any
--------------------------------
Transfer Date, the lesser of (a) the amount on deposit in the Reserve Account on
such date (after taking into account any interest and earnings retained in the
Reserve Account pursuant to subsection 4.15(b) on such date, but before giving
effect to any deposit made or to be made pursuant to subsection 4.10(k) to the
Reserve Account on such date) and (b) the Required Reserve Account Amount.
"Base Rate" shall mean, with respect to any Monthly Period, the
---------
annualized percentage equivalent of a fraction, the numerator of which is equal
to the sum of the Class A Monthly Interest, the Class B Monthly Interest, the
Collateral Monthly Interest and the Monthly Investor Servicing Fee with respect
to the related Distribution Date and the denominator of which is the Investor
Interest as of the last day of the preceding Monthly Period.
"Class A Additional Interest" shall have the meaning assigned in
---------------------------
Section 4.05(a).
"Class A Adjusted Investor Interest" shall mean, with respect to any
----------------------------------
date of determination, an amount equal to the Class A Investor Interest minus
-----
the Principal Funding Account Balance on such date of determination.
"Class A Available Funds" shall mean, with respect to any Monthly
-----------------------
Period, an amount equal to the sum of (a) the Class A Floating Percentage of the
Available Finance Charge Collections with respect to such Monthly Period, (b)
with respect to any Monthly Period during the Controlled Accumulation Period
prior to the payment in full of the Class A Investor Interest, the Principal
Funding Investment Proceeds arising pursuant to subsection 4.14(b), if any, with
respect to the related Transfer Date and (c) the Reserve Draw Amount (up to the
Available Reserve Draw Account Amount) plus any amounts of interest and earnings
described in subsections 4.15(b) and 4.15(d) which will be deposited into the
Finance Charge Account on the related Transfer Date.
"Class A Certificate Rate" shall mean 7.04% per annum, calculated on
------------------------
the basis of a 360-day year of twelve 30-day months.
"Class A Certificateholder" shall mean the Person in whose name a
-------------------------
Class A Certificate is registered in the Certificate Register.
"Class A Certificates" shall mean any one of the Certificates executed
--------------------
by the Seller and authenticated by or on behalf of the Trustee, substantially in
the form of Exhibit A-1.
-----------
4
<PAGE>
"Class A Floating Percentage" shall mean, with respect to any Monthly
---------------------------
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is equal to the Class A Adjusted Investor
Interest as of the close of business on the last day of the preceding Monthly
Period and the denominator of which is equal to the Adjusted Investor Interest
as of such day; provided, however, that with respect to the first Monthly
Period, the Class A Floating Percentage shall mean the percentage equivalent of
a fraction, the numerator of which is the Class A Initial Investor Interest and
the denominator of which is the Initial Investor Interest.
"Class A Initial Investor Interest" shall mean $957,220,000.
---------------------------------
"Class A Interest Shortfall" shall have the meaning specified in
--------------------------
Section 4.05(a).
"Class A Investor Charge-Offs" shall have the meaning specified in
----------------------------
Section 4.09(a).
"Class A Investor Default Amount" shall mean, with respect to each
-------------------------------
Transfer Date, an amount equal to the product of (i) the Series 1996-3 Aggregate
Investor Default Amount for the related Monthly Period and (ii) the Class A
Floating Percentage for such Monthly Period.
"Class A Investor Interest" shall mean, on any date of determination,
-------------------------
an amount (not less than zero) equal to (a) the Class A Initial Investor
Interest, minus (b) the aggregate amount of principal payments made to the Class
-----
A Certificateholders on or prior to such date, minus (c) the excess, if any, of
-----
the aggregate amount of Class A Investor Charge-Offs for all prior Transfer
Dates over Class A Investor Charge-Offs reimbursed pursuant to Section 4.09(a)
----
prior to such date and, minus (d) the principal amount of Class A Certificates
-----
previously tendered and exchanged pursuant to a Series 1996-3 Investor Exchange.
"Class A Monthly Interest" shall have the meaning specified in Section
------------------------
4.05(a).
"Class A Monthly Principal" shall have the meaning specified in
-------------------------
Section 4.06(a).
"Class A Required Amount" shall have the meaning specified in Section
-----------------------
4.07(a).
"Class A Scheduled Payment Date" shall mean the May 2001 Distribution
------------------------------
Date.
"Class A Servicing Fee" shall have the meaning specified in Section 20
---------------------
of this Series Supplement.
"Class B Additional Interest" shall have the meaning specified in
---------------------------
Section 4.05(b).
"Class B Available Funds" shall mean, with respect to any Monthly
-----------------------
Period, an amount equal to the Class B Floating Percentage of Available Finance
Charge Collections with respect to such Monthly Period.
5
<PAGE>
"Class B Certificate Rate" shall mean 7.21% per annum, calculated on
------------------------
the basis of a 360-day year of twelve 30-day months.
"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 Seller and authenticated by or on behalf of the Trustee, substantially in
the form of Exhibit A-2.
-----------
"Class B Floating Percentage" shall mean, with respect to any Monthly
---------------------------
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is equal to the Class B Investor Interest as
of the close of business on the last day of the preceding Monthly Period and the
denominator of which is equal to the Adjusted Investor Interest as of the close
of business on such day; provided, however, that with respect to the first
Monthly Period, the Class B Floating Percentage shall mean the percentage
equivalent of a fraction, the numerator of which is the Class B Initial Investor
Interest and the denominator of which is the Initial Investor Interest.
"Class B Initial Investor Interest" shall mean $42,780,000.
---------------------------------
"Class B Interest Shortfall" shall have the meaning specified in
--------------------------
Section 4.05(b).
"Class B Investor Charge-Offs" shall have the meaning specified in
----------------------------
Section 4.09(b).
"Class B Investor Default Amount" shall mean, with respect to each
-------------------------------
Transfer Date, an amount equal to the product of (i) the Series 1996-3 Aggregate
Investor Default Amount for the related Monthly Period and (ii) the Class B
Floating Percentage for such Monthly Period.
"Class B Investor Interest" shall mean, on any date of determination,
-------------------------
an amount (not less than zero) equal to (a) the Class B Initial Investor
Interest, minus (b) the aggregate amount of principal payments made to the Class
-----
B Certificateholders on or prior to such date, minus (c) the aggregate amount of
-----
Class B Investor Charge-Offs for all prior Transfer Dates, minus (d) the amount
-----
of Reallocated Class B Principal Collections allocated on all prior Transfer
Dates pursuant to Section 4.11(a), minus (e) an amount equal to the amount by
-----
which the Class B Investor Interest has been reduced on all prior Transfer Dates
pursuant to Section 4.09(a) and plus (f) the amount of Excess Spread and Excess
----
Finance Charge Collections allocated and available on all prior Transfer Dates
pursuant to Section 4.10(f) for the purpose of reimbursing amounts deducted
pursuant to the foregoing clauses (c), (d) and (e) and, minus (g) the principal
-----
amount of Class B Certificates previously tendered and exchanged pursuant to a
Series 1996-3 Investor Exchange.
"Class B Monthly Interest" shall have the meaning specified in Section
------------------------
4.05(b).
"Class B Monthly Principal" shall have the meaning specified in
-------------------------
Section 4.06(b).
6
<PAGE>
"Class B Principal Commencement Date" shall mean the Distribution Date
-----------------------------------
on which the Class A Investor Interest is paid in full or, if the Class A
Investor Interest is paid in full on the Class A Scheduled Payment Date and the
Rapid Amortization Period has not commenced, the Distribution Date following the
Class A Scheduled Payment Date.
"Class B Principal Percentage" shall mean, with respect to any Monthly
----------------------------
Period (i) during the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is the
Class B Investor Interest as of the last day of the immediately preceding
Monthly Period and the denominator of which is the Investor Interest as of such
day and (ii) during the Controlled Accumulation Period or the Rapid Amortization
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is the Class B Investor Interest as of the
end of the Revolving Period, and the denominator of which is the Investor
Interest as of the end of the Revolving Period; provided, however, that with
respect to the first Monthly Period, the Class B Principal Percentage shall mean
the percentage equivalent of a fraction, the numerator of which is the Class B
Initial Investor Interest and the denominator of which is the Initial Investor
Interest.
"Class B Required Amount" shall have the meaning specified in Section
-----------------------
4.07(b).
"Class B Scheduled Payment Date" shall mean the June 2001 Distribution
------------------------------
Date.
"Class B Servicing Fee" shall have the meaning specified in Section 20
---------------------
of this Series Supplement.
"Closing Date" shall mean June 19, 1996.
------------
"Collateral Additional Interest" shall have the meaning specified in
------------------------------
subsection 4.05(c).
"Collateral Available Funds" shall mean, with respect to any Monthly
--------------------------
Period, an amount equal to the Collateral Floating Percentage of the Available
Finance Charge Collections with respect to such Monthly Period.
"Collateral Charge-Offs" shall have the meaning specified in
----------------------
subsection 4.09(c).
"Collateral Default Amount" shall mean, with respect to any
-------------------------
Distribution Date, an amount equal to the product of (a) the Series 1996-3
Aggregate Investor Default Amount for the related Monthly Period and (b) the
Collateral Floating Percentage applicable for the related Monthly Period.
"Collateral Floating Percentage" shall mean, with respect to any
------------------------------
Monthly Period, the percentage (rounded to the nearest ten thousandth of one
percent) equivalent (which percentage shall never exceed 100%) of a fraction,
the numerator of which is the Collateral Interest as of the close of business on
the last day of the preceding Monthly Period and the denominator of which is
equal to the Adjusted Investor Interest as of the close of business on such day;
provided, however, that, with respect to the first Monthly Period, the
Collateral
7
<PAGE>
Floating Percentage shall mean the percentage equivalent of a fraction, the
numerator of which is the Collateral Initial Interest and the denominator of
which is the Initial Investor Interest.
"Collateral Initial Interest" shall mean $69,519,786.10.
---------------------------
"Collateral Interest" shall mean, on any date of determination, an
-------------------
amount equal to (a) the Collateral Initial Interest, minus (b) the aggregate
-----
amount of principal payments made to the Collateral Interest Holder prior to
such date, minus (c) the aggregate amount of Collateral Charge-Offs for all
-----
prior Transfer Dates pursuant to subsection 4.09(c), minus (d) the amount of
-----
Reallocated Principal Collections allocated pursuant to Section 4.11 on all
prior Transfer Dates, minus (e) an amount equal to the amount by which the
-----
Collateral Interest has been reduced on all prior Transfer Dates pursuant to
subsections 4.09(a) and (b), plus (f) the aggregate amount of Excess Spread and
----
Excess Finance Charge Collections allocated and available on all prior Transfer
Dates pursuant to subsection 4.10, for the purpose of reimbursing amounts
deducted pursuant to the foregoing clauses (c), (d) and (e) and, minus (g) the
-----
principal amount of the Collateral Interest previously tendered and exchanged
pursuant to a Series 1996-3 Investor Exchange; and, provided, however, that the
Collateral Interest may not be reduced below zero.
"Collateral Interest Holder" shall mean the entity so designated in
--------------------------
the Loan Agreement.
"Collateral Interest Payment Shortfall" shall have the meaning
-------------------------------------
specified in subsection 4.05(c).
"Collateral Interest Servicing Fee" shall have the meaning specified
---------------------------------
in Section 20 of this Series Supplement.
"Collateral Monthly Interest" shall mean the monthly interest
---------------------------
distributable in respect of the Collateral Interest as calculated in accordance
with subsection 4.05(c).
"Collateral Monthly Principal" shall mean the monthly principal
----------------------------
distributable in respect of the Collateral Interest as calculated in accordance
with subsection 4.06(c).
"Collateral Percentage" shall mean for any Monthly Period, (a) with
---------------------
respect to Defaulted Amounts and Finance Charge Receivables at any time or
Principal Receivables during the Revolving Period, the Collateral Floating
Percentage, and (b) with respect to Principal Receivables during the Controlled
Accumulation Period or Rapid Amortization Period, the Collateral Principal
Percentage.
"Collateral Principal Percentage" shall mean for any Monthly Period
-------------------------------
following the end of the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is the
Collateral Interest as of the close of business on the last day of the Revolving
Period and the denominator of which is equal to the Investor Interest as of the
close of business on the last day of the Revolving Period.
8
<PAGE>
"Collateral Rate" shall mean, for any Interest Period, the rate
---------------
specified in the Loan Agreement.
"Collection Recomputation Date" shall mean, with respect to the
-----------------------------
Collections received during any Billing Cycle, the date on which the Servicer
performs the recomputations provided for in Section 4.04(a), which date shall
not be later than the Determination Date in the Monthly Period following the
Monthly Period in which such Billing Cycle ends.
"Controlled Accumulation Amount" shall mean (a) for any Transfer Date
------------------------------
with respect to the Controlled Accumulation Period prior to the payment in full
of the Class A Investor Interest, an amount equal to one-twelfth of the Class A
Investor Interest as of the last day of the Revolving Period; provided, however,
-------- -------
that if the Accumulation Period Length is determined to be less than 12 months
pursuant to subsection 4.08(g), the Controlled Accumulation Amount for each
Period Transfer Date with respect to the Controlled Accumulation Period prior to
the payment in full of the Class Investor Interest will be equal to (i) the
product of (x) the Class A Initial Investor Interest and (y) the Accumulation
Period Factor for such Monthly Period divided by (ii) the Required Accumulation
Factor Number, and (b) for any Transfer Date with respect to the Controlled
Accumulation Period after payment in full of the Class A Investor Interest, an
amount equal to the sum of the Class B Investor Interest and the Collateral
Interest and the Collateral Interest as of such Transfer Date.
"Controlled Accumulation Period" shall mean, unless a Pay Out Event
------------------------------
shall have occurred prior thereto, the period commencing at the close of
business on the last day of the April 2000 Monthly Period or such later date as
is determined in accordance with subsection 4.08(g) and ending on the first to
occur of (a) the commencement of the Rapid Amortization Period and (b) the
Series 1996-3 Termination Date.
"Controlled Deposit Amount" shall mean, with respect to any Transfer
-------------------------
Date, the sum of (a) the Controlled Accumulation Amount for such Transfer Date
and (b) any existing Accumulation Shortfall.
"Controlled Excess Amount" shall have the meaning specified in
------------------------
subsection 4.04(d)(iii).
"Conversion Date" shall have the meaning specified in Section 4.17.
---------------
"Conversion Month" shall mean the Monthly Period in which the
----------------
Conversion Date occurs.
"Covered Amount" shall mean, as of the Transfer Date with respect to
--------------
any Interest Period, an amount equal to one-twelfth of the product of (a) the
Class A Certificate Rate and (b) the Principal Funding Account Balance as of the
close of business on the Distribution Date preceding such Transfer Date (after
giving effect to all of the transactions occurring on such date).
"Definitive Certificates" shall have the meaning specified in Section
-----------------------
6.11.
9
<PAGE>
"Distribution Account" shall have the meaning specified in subsection
--------------------
4.03(b).
"Distribution Date" shall mean the fifteenth day of each calendar
-----------------
month, or, if such fifteenth day is not a Business Day, the next succeeding
Business Day, commencing July 15, 1996; provided, however, that no Distribution
Date shall occur after the earlier to occur of (x) the Distribution Date on
which the Investor Interest has been paid in full or (y) the Series 1996-3
Termination Date.
"Enhancement" shall mean the Collateral Interest.
-----------
"Enhancement Provider" shall mean the Collateral Interest Holder.
--------------------
"Excess Amount" shall have the meaning specified in subsection
-------------
4.04(c)(iii).
"Excess Finance Charge Collections" shall mean amounts available for
---------------------------------
allocation to other Series in Group One pursuant to Section 4.10(m) and amounts
available for allocation to Series 1996-3 which have been designated as "Excess
Finance Charge Collections" in the Series Supplements for other Series in Group
One.
"Excess Principal Funding Investment Proceeds" shall mean, with
--------------------------------------------
respect to each Transfer Date relating to the Controlled Accumulation Period,
the amount, if any, by which the Principal Funding Investment Proceeds for such
Transfer Date exceed the Covered Amount determined on such Transfer Date.
"Excess Spread" shall mean, with respect to any Distribution Date, the
-------------
sum of the amounts, if any, specified pursuant to Sections 4.08(a)(iv),
4.08(b)(iii) and 4.08(c)(ii) with respect to such Distribution Date.
"Excluded Series" shall mean any Series designated as an "Excluded
---------------
Series" in the applicable Series Supplement (but only if the Rating Agency
Condition is satisfied with respect to such exclusion) and thereby excluded from
the computation of Minimum Aggregate Principal Receivables pursuant to Section 3
of this Series Supplement.
"Finance Charge Account" shall have the meaning specified in Section
----------------------
4.03.
"Floating Allocation Percentage" shall mean, with respect to any
------------------------------
particular Monthly Period, the percentage equivalent (which percentage shall
never exceed 100%) of a fraction, the numerator of which is the Adjusted
Investor Interest as of the last day of the preceding Monthly Period (or in the
case of the Monthly Period in which the Closing Date occurs, the Initial
Investor Interest) and the denominator of which is the greater of (x) the
Aggregate Principal Receivables in the Trust as of the first day of such
particular Monthly Period and (y) the sum of the numerators used to calculate
the floating allocation percentages for all Series then outstanding.
"Group One" shall mean Series 1996-3 and each other Series specified
---------
in the related Series Supplement to be included in Group One.
10
<PAGE>
"Initial Investor Interest" shall mean $1,069,519,786.10.
-------------------------
"Investor Charge Offs" shall mean Class A Investor Charge Offs, Class
--------------------
B Investor Charge Offs and Collateral Charge Offs.
"Investor Default Amount" shall mean, for any Billing Cycle, the
-----------------------
product of the Floating Allocating Percentage for the Monthly Period in which
such Billing Cycle ends times the amount of Receivables in Defaulted Accounts
which in such Billing Cycle are charged off as uncollectible on the Servicer's
computer master file of VISA(R) and Master Card(R) accounts.
"Investor Interest" shall mean, on any date of determination, an
-----------------
amount equal to the sum of (a) the Class A Investor Interest as of such date,
(b) the Class B Investor Interest as of such date and (c) the Collateral
Interest of such date.
"Investor Percentage" shall mean, on any date of determination:
-------------------
(a) when used with respect to any Principal Receivable on any date of
determination during the Revolving Period, the Floating Allocation
Percentage;
(b) when used with respect to Principal Receivables on any date of
determination during the Controlled Accumulation Period or the Rapid
Amortization Period, the Principal Allocation Percentage; and
(c) when used with respect to any Finance Charge Receivable and any
Receivable in a Defaulted Account on any date of determination, the
Floating Allocation Percentage;
provided, that in no event shall the Investor Percentage be greater than 100%.
"Loan Agreement" shall mean the agreement among the Seller, the
--------------
Servicer, the Trustee, and the Collateral Interest Holder, dated as of June 19,
1996, as amended or modified from time to time.
"Minimum Aggregate Principal Receivables" shall have the meaning
---------------------------------------
specified in Section 3 hereof.
"Minimum Seller Interest" shall have the meaning specified in Section
-----------------------
3 hereof.
"Monthly Interest" means, with respect to any Distribution Date, the
----------------
sum of the Class A Monthly Interest, the Class B Monthly Interest and the
Collateral Monthly Interest for such Distribution Date.
"Monthly Investor Servicing Fee" shall mean, with respect to each
------------------------------
Monthly Period, an amount equal to 1/12th of the product of the Series Servicing
Fee Percentage and the Investor Interest as of the last day of the preceding
Monthly Period; provided, however, that the Monthly Investor Servicing Fee for
the first Monthly Period shall be $1,660,726.56
11
<PAGE>
"Monthly Principal Payment" shall mean with respect to any Monthly
-------------------------
Period, for all Series in Group One (including Series 1996-3) which are in an
Amortization Period or Accumulation Period (as such terms are defined in the
related Supplements for all Series in Group One, the sum of (a) the Controlled
Distribution Amount for the related Transfer Date for any Series in Group One in
its Controlled Amortization Period (as such terms are defined in the related
Supplements for all Series in Group One), (b) the Controlled Deposit Amount for
the related Transfer Date for any Series in Group One in its Accumulation
Period, other than its Rapid Accumulation Period, if applicable (as such terms
are defined in the related Supplements for all Series in Group One), (c) the
Investor Interest as of the end of the prior Monthly Period taking into effect
any payments to be made on the following Distribution Date for any Series in
Group One in its Principal Amortization Period or Rapid Amortization Period (as
such terms are defined in the related Supplements for all Series in Group One),
(d) the Adjusted Investor Interest as of the end of the prior Monthly Period
taking into effect any payments or deposits to be made on the following Transfer
Date and Distribution Date for any Series in Group One in its Rapid Accumulation
Period (as such terms are defined in the related Supplements for all Series in
Group One), (e) the excess of the Collateral Interest as of the Transfer Date
occurring in such Monthly Period over the Required Collateral Interest for the
related Transfer Date, assuming no Accumulation Shortfall and (f) such other
amounts as may be specified in the related Supplements for all Series.
"Pay Out Commencement Date" shall mean, with respect to the Series
-------------------------
1996-3 Certificates, the date on which a Trust Pay Out Event is deemed to occur
pursuant to Section 9.01 of the Agreement or a Series 1996-3 Pay Out Event is
deemed to occur pursuant to Section 9 hereof.
"Percentage Allocation" shall have the meaning specified in subsection
---------------------
4.04(d)(iii).
"Pool Amount" shall mean, with respect to any date of determination on
-----------
or after the Implementation Date, an amount equal to the sum of (i) the product
of (x) a fraction, the numerator of which is the Investor Interest on such date
of determination, and the denominator of which is the Aggregate Investor
Interest on such date of determination and (y) the aggregate amount of
Receivables determined at the end of the day immediately prior to such date of
determination, (ii) the amount on deposit in the Series 1996-3 Retention
Subaccount at the end of the day immediately prior to such date of
determination, and (iii) the amount of Excess Amounts and Controlled Excess
Amounts at the end of the day immediately prior to such date of determination.
"Portfolio Adjusted Yield" shall mean, with respect to any Transfer
------------------------
Date, the average of the percentage obtained for the three preceding Monthly
Periods by subtracting the Base Rate from the Portfolio Yield for such Monthly
Period and deducting 0.5% from the result for each Monthly Period.
"Portfolio Yield" shall mean, with respect to Series 1996-3 and with
---------------
respect to any Monthly Period, the annualized percentage equivalent of a
fraction the numerator of which is an amount equal to the sum of (i) the
Available Finance Charge Collections for such Monthly
12
<PAGE>
Period, (ii) any Excess Finance Charge Collections (exclusive of any amounts
included in (i)) that are allocated to Series 1996-3 with respect to such
Monthly Period to the extent deposited in the Finance Charge Account on the
Transfer Date following such Monthly Period, (iii) the Principal Funding
Investment Proceeds deposited into the Finance Charge Account on the Transfer
Date related to such Monthly Period and (iv) the amount of the Reserve Draw
Amount (up to the Available Reserve Account Amount) plus any amounts of interest
and earnings described in subsections 4.15(b) and (d), each deposited into the
Finance Charge Account on the Transfer Date relating to such Monthly Period,
such sum to be calculated on a cash basis after subtracting an amount equal to
the Series 1996-3 Aggregate Investor Default Amount with respect to such Monthly
Period, and the denominator of which is the Investor Interest as of the last day
of the preceding Monthly Period.
"Principal Account" shall have the meaning specified in subsection
-----------------
4.03(a).
"Principal Allocation Percentage" shall mean, with respect to any day
-------------------------------
during a particular Monthly Period, the percentage (rounded to the nearest ten
thousandth of one percent) equivalent (which percentage shall never exceed 100%)
of a fraction, the numerator of which is (a) during the Revolving Period, the
Investor Interest as of the last day of the immediately preceding Monthly Period
and (b) during the Controlled Accumulation Period or the Rapid Amortization
Period, the Investor Interest as of the last day of the Revolving Period and the
denominator of which is the greater of (x) the Aggregate Principal Receivables
in the Trust as of the first day of such particular Monthly Period and (y) the
sum of the numerators used to calculate the principal allocation percentages for
all Series outstanding with respect to such Monthly Period.
"Principal Funding Account" shall have the meaning set forth in
-------------------------
subsection 4.03(a).
"Principal Funding Account Balance" shall mean, with respect to any
---------------------------------
date of determination, the principal amount, if any, on deposit in the Principal
Funding Account on such date of determination.
"Principal Funding Investment Proceeds" shall mean, with respect to
-------------------------------------
each Transfer Date, the investment earnings on funds in the Principal Funding
Account (net of investment expenses and losses) for the period from and
including the immediately preceding Transfer Date to but excluding such Transfer
Date.
"Principal Funding Investment Shortfall" shall mean, with respect to
--------------------------------------
each Transfer Date relating to the Controlled Accumulation Period, the amount,
if any, by which the Principal Funding Investment Proceeds for such Transfer
Date are less than the Covered Amount determined as of such Transfer Date.
"Principal Sharing Series" shall mean Series 1996-3 and any other
------------------------
Series in Group One which does not provide that such Series is not a Principal
Sharing Series in the applicable Series Supplement.
13
<PAGE>
"Principal Shortfall" shall have the meaning specified in Section
-------------------
4.11.
"Qualified Trust Institution" shall have the same meaning as
---------------------------
"Qualified Institution."
"Rapid Amortization Period" shall mean an amortization period
-------------------------
commencing on the Pay Out Commencement Date and ending on the earlier to occur
of (i) the date of termination of the Trust pursuant to Section 12.01 or (ii)
the Series 1996-3 Termination Date.
"Rating Agency" shall mean, with respect to the Series 1996-3
-------------
Certificates, each of Moody's and Standard & Poor's.
"Rating Agency Condition" shall mean, with respect to any action, that
-----------------------
the Rating Agency shall have notified the Seller, the Servicer and the Trustee
in writing that such action will not result in the reduction or withdrawal of
the rating of any outstanding Class by the Rating Agency.
"Reallocated Class B Principal Collections" shall mean, with respect
-----------------------------------------
to any Transfer Date, an amount of Collections of Principal Receivables with
respect to the prior Monthly Period, equal to the least of (i) the amount
specified in subsection 4.11(a), (ii) an amount equal to the product of (a) the
Class B Principal Percentage with respect to the Monthly Period relating to such
Transfer Date and (b) the Principal Allocation Percentage with respect to the
Monthly Period relating to such Transfer Date and (c) the amount of Collections
of Principal Receivables with respect to the Monthly Period relating to such
Transfer Date and (iii) the Class B Investor Interest after giving effect to any
Class B Investor Charge-Offs for such Transfer Date.
"Reallocated Collateral Principal Collections" shall mean, with
--------------------------------------------
respect to any Transfer Date, an amount of Collections of Principal Receivables
with respect to the prior Monthly Period, equal to the least of (i) the sum of
the amounts specified in subsections 4.11(a) (net of Reallocated Class B
Principal Collections) and 4.11(b), (ii) an amount not to exceed the product of
(a) the Collateral Percentage with respect to the Monthly Period relating to
such Transfer Date and (b) the Principal Allocation Percentage with respect to
the Monthly Period relating to such Transfer Date and (c) the amount of
Collections of Principal Receivables with respect to the Monthly Period relating
to such Transfer Date and (iii) the Collateral Interest after giving effect to
any Collateral Charge-Offs for such Transfer Date.
"Reallocated Principal Collections" shall mean the sum of Reallocated
---------------------------------
Collateral Principal Collections and Reallocated Class B Principal Collections.
"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
14
<PAGE>
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 Collateral Interest" shall mean (a) initially,
----------------------------
$69,519,786.10 and (b) on any Transfer Date thereafter, 6.50% of the Investor
Interest on the related Distribution Date (determined after taking into account
the payments to be made on such related Distribution Date), but not less than
$32,085,593.58; provided, however, that (1) if either (i) there is a
reduction in the Collateral Interest pursuant to clause (c), (d) or (e) of the
definition of such term or (ii) a Pay Out Event with respect to the Investor
Certificates has occurred, the Required Collateral Interest for any Transfer
Date shall equal the Required Collateral Interest for the Transfer Date
immediately preceding such reduction or Pay Out Event, (2) in no event shall the
Required Collateral Interest exceed the sum of the outstanding principal balance
of (i) the Class A Certificates and (ii) the Class B Certificates, each as of
the related Distribution Date after taking into account the payments to be made
on such Distribution Date and (3) the Required Collateral Interest may be
reduced at any time to a lesser amount if the Rating Agency delivers to each of
the Seller, the Servicer, the Collateral Interest Holder and the Trustee written
confirmation that after such reduction the Rating Agency Condition has been
satisfied.
"Required Reserve Account Amount" shall mean, with respect to any
-------------------------------
Transfer Date on or after the Reserve Account Funding Date, an amount equal to
(a) 0.50% of the outstanding principal balance of the Class A Certificates or
(b) any other amount designated by the Seller; provided, however, that if such
-------- -------
designation is of a lesser amount, the Seller shall (i) provide the Servicer,
the Collateral Interest Holder and the Trustee with evidence that the Rating
Agency Condition shall have been satisfied and (ii) deliver to the Trustee a
certificate of an authorized officer to the effect that, based on the facts
known to such officer at such time, in the reasonable belief of the Seller, such
designation will not cause a Pay Out Event or an event that, after the giving of
notice or the lapse of time, would cause a Pay Out Event to occur with respect
to Series 1996-3.
"Required Retention Percentage", shall mean (i) 3% on any date of
-----------------------------
determination on or after the Implementation Date during the Revolving Period,
(ii) 3% on any date of determination on or after the Implementation Date during
an Amortization Period and (iii) 3% on any other date of determination.
"Reserve Account" shall have the meaning specified in subsection
---------------
4.03(a).
"Reserve Account Funding Date" shall mean the Transfer Date which
----------------------------
occurs not later than the earliest of (a) the Transfer Date with respect to the
Monthly Period which commences three months prior to the commencement of the
Controlled Accumulation Period; (b) the first Transfer Date for which the
Portfolio Adjusted Yield is less than 2%, but in such event the Reserve Account
Funding Date shall not be required to occur earlier than the Transfer Date with
respect to the Monthly Period which commences 12 months prior to the
commencement of the Controlled Accumulation Period; (c) the first Transfer Date
for which the Portfolio Adjusted Yield is less than 3%, but in such event the
Reserve Account Funding Date shall not be required to occur earlier than the
Transfer Date with respect to the Monthly Period which commences six months
prior to the commencement of the Controlled Accumulation
15
<PAGE>
Period; and (d) the first Transfer Date for which the Portfolio Adjusted Yield
is less than 4%, but in such event the Reserve Account Funding Date shall not be
required to occur earlier than the Transfer Date with respect to the Monthly
Period which commences four months prior to the commencement of the Controlled
Accumulation Period.
"Reserve Account Surplus" shall mean, as of any Transfer Date
-----------------------
following the Reserve Account Funding Date, the amount, if any, by which the
amount on deposit in the Reserve Account exceeds the Required Reserve Account
Amount.
"Reserve Draw Amount" shall have the meaning specified in subsection
-------------------
4.15(c).
"Retention Percentage" shall mean (i) with respect to any date of
--------------------
determination on or after the Implementation Date, the numerical equivalent of a
fraction, the numerator of which is equal to the Pool Amount for such date of
determination less the Investor Interest on such date of determination and the
denominator of which is the Pool Amount for such date of determination and (ii)
0% on any other date of determination.
"Revolving Period" shall mean the period from and including June 19,
----------------
1996 to, but not including, the earlier of May 1, 2000 or the Pay Out
Commencement Date.
"Scheduled Series 1996-3 Termination Date" shall mean the February
----------------------------------------
2004 Distribution Date.
"Series 1996-3" shall mean the Series issued pursuant to this Series
-------------
Supplement.
"Series 1996-3 Aggregate Investor Default Amount" shall mean the
-----------------------------------------------
Aggregate Investor Default Amount with respect to Series 1996-3 and such Monthly
Period determined by the Servicer pursuant to subsection 4.02(c)(iii) of the
Agreement.
"Series 1996-3 Certificates" shall mean the Class A Certificates, the
--------------------------
Class B Certificates and the Collateral Interest.
"Series 1996-3 Certificateholder" shall mean the holder of record of
-------------------------------
any Series 1996-3 Certificate.
"Series 1996-3 Collection Subaccount" shall have the meaning specified
-----------------------------------
in Section 4.02B.
"Series 1996-3 Final Termination Date" shall have the meaning set
------------------------------------
forth in Section 10.
"Series 1996-3 Investor Accounts" or "Investor Accounts" shall mean
------------------------------- -----------------
the accounts established pursuant to Section 4.03 hereof.
"Series 1996-3 Investor Exchange" shall mean an Investor Exchange
-------------------------------
pursuant to Section 6.09(b) of the Agreement and Section 19 of this Series
Supplement.
16
<PAGE>
"Series 1996-3 Pay Out Event" shall have the meaning specified in
---------------------------
Section 9 hereof.
"Series 1996-3 Retention Subaccount" shall have the meaning specified
----------------------------------
in Section 4.02A.
"Series 1996-3 Termination Date" shall mean the earlier to occur of
------------------------------
(i) the day after the Distribution Date on which the Series 1996-3 Certificates
and the Collateral Interest are paid in full; (ii) the Scheduled Series 1996-3
Termination Date (unless extended pursuant to Section 10 of this Series
Supplement); or (iii) the Series 1996-3 Final Termination Date.
"Series Servicing Fee Percentage" shall mean 2.15%.
-------------------------------
"Shared Principal Collections" shall mean amounts retained in the
----------------------------
Collection Account as Shared Principal Collections pursuant to subsections
4.04(c)(iii), 4.04(d)(iii) or 4.04(e)(iii) and any amounts designated as Shared
Principal Collections in the Series Supplement for any Principal Sharing Series.
"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).
SECTION 3. Minimum Seller Interest, Minimum Aggregate Principal
----------------------------------------------------
Receivables and Removal of Accounts.
- -----------------------------------
(a) The Minimum Seller Interest applicable to the Series 1996-3
Certificates shall be 7%. The Minimum Aggregate Principal Receivables shall be
the greater of (i) $1,069,519,786.10 less the portion of such amount represented
----
by Series 1996-3 Certificates tendered and canceled pursuant to any Series 1996-
3 Investor Exchange and (ii) the sum of the Initial Investor Interests (as
defined in each applicable Supplement) of all Series then outstanding (other
than Excluded Series) less the portion of the Initial Investor Interest of any
----
Series tendered for an Exchange pursuant to Section 6.09(b) of the Agreement and
as provided in the related Supplement or, if any Series (other than Excluded
Series) calculates the investor percentage with respect to Principal Receivables
by means of a numerator based other than on the Initial Investor Interest of
such Series, then at least equal to the sum of the Initial Investor Interest of
each Series (other than Excluded Series) then outstanding which calculates such
investor percentage on the basis of Initial Investor Interest plus, for each
----
other Series (other than Excluded Series) then outstanding, the then current
numerator used to calculate the investor percentage with respect to Principal
Receivables for such Series. Upon final payment of the Series 1996-3
Certificates, the Minimum Aggregate Principal Receivables shall be computed in a
manner consistent with the Agreement or any future Supplement, as appropriate.
(b) In addition to the requirements contained in Section 2.07(a) and
(b) with respect to the removal of Accounts, pursuant to subsection
2.07(b)(iii)(c), the removal of any Receivables of any Removed Accounts on any
Removal Date shall not, in the reasonable belief of the Seller, result in the
failure to make a Controlled Distribution Amount payment.
17
<PAGE>
SECTION 4. Reassignment and Transfer Terms. The Series 1996-3
-------------------------------
Certificates shall be subject to retransfer to the Seller at its option, in
accordance with the terms specified in subsection 12.02(a) of the Agreement, on
any Distribution Date on or after the Distribution Date on which the Investor
Interest is reduced to an amount less than or equal to 5% of the Initial
Investor Interest. The deposit required in connection with any such repurchase
shall be equal to the sum of (a) the aggregate outstanding principal balance of
the Class A Certificates, the Class B Certificates and the Collateral Interest,
all as of the last day of the Monthly Period preceding the Distribution Date on
which the purchase price will be distributed, plus (b) accrued and unpaid
----
interest thereon to, but not including, the Distribution Date on which the
repurchase occurs, less (c) the amount on deposit in the Finance Charge Account
----
which will be transferred to the Distribution Account pursuant to Section 4.08
or Section 4.10 on the related Transfer Date, less (d) the amount on deposit in
----
the Principal Account which will be transferred to the Distribution Account
pursuant to subsection 4.08(e) on the related Transfer Date.
SECTION 5. Delivery and Payment for the Class A Certificates and the
---------------------------------------------------------
Class B Certificates. The Trustee shall deliver the Class A Certificates and
- --------------------
the Class B Certificates when authenticated in accordance with Section 6.02 of
the Agreement.
SECTION 6. Depositary; Form of Delivery of Class A and Class B
---------------------------------------------------
Certificates.
- ------------
(a) The Class A Certificates and the Class B Certificates shall be
delivered as Book-Entry Certificates as provided in Sections 6.01, 6.02 and 6.09
of the Agreement.
(b) The Depositary for Series 1996-3 shall be The Depository Trust
Company, and the Class A Certificates and the Class B Certificates shall be
initially registered in the name of CEDE & Co., its nominee.
(c) For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Holders of
Series 1996-3 Certificates having Undivided Interests aggregating a specified
percentage, such direction or consent may be given by the Certificate Owners of
the Class A Certificates and the Class B Certificates having interests in the
requisite percentage of Series 1996-3 Certificates, acting through the Clearing
Agency and the Clearing Agency Participants.
SECTION 7. Enhancement. Enhancement for the Series 1996-3
-----------
Certificates shall consist of the Collateral Interest.
SECTION 8. Article IV of Agreement. Any provision of Article IV of
-----------------------
the Agreement which distributes Collections to the Holder of the Exchangeable
Seller Certificate on the basis of the Seller Percentage shall continue to apply
irrespective of the issuance of the Series 1996-3 Certificates. Sections 4.01
and 4.02 of the Agreement shall be read in their entirety as provided in the
Agreement. Article IV of the Agreement (except for Sections 4.01 and 4.02
thereof) shall read in its entirety as follows and shall be applicable to the
Series 1996-3 Certificates:
18
<PAGE>
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS
AND ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.02A. Rights of Investor Certificateholders. The Series
-------------------------------------
1996-3 Certificates shall represent fractional Undivided Interests in the Trust,
consisting of the right to receive, to the extent necessary to make the required
payments with respect to such Series 1996-3 Certificates at the times and in the
amounts specified in this Agreement, (a) the related Investor Percentage of
Collections received with respect to the Receivables and (b) other funds, if
any, allocable to the Series 1996-3 Certificates on deposit in the Collection
Account, the Finance Charge Account, the Principal Account, the Principal
Funding Account, the Reserve Account, the Distribution Account, the Series 1996-
3 Collection Subaccount and the Retention Subaccount (the "Series 1996-3
-------------
Retention Subaccount") with respect to the Series 1996-3 Certificates (the
- --------------------
"Series 1996-3 Interest"). The Exchangeable Seller Certificate shall represent
----------------------
the ownership interest in the Trust Assets not allocated to Series 1996-3 or any
other Series outstanding; provided, however, the ownership interest represented
by the Exchangeable Seller Certificate and any other Series outstanding at any
time shall not represent any interest in the Series 1996-3 Collection Subaccount
or in the Enhancement, except as specifically provided in this Article IV.
SECTION 4.02B. The Series 1996-3 Collection Subaccount. Pursuant to
---------------------------------------
Section 4.01 of the Agreement, the Servicer, on behalf of the Trustee, shall
establish and maintain with a Qualified Trust Institution a subaccount of the
Collection Account, for the benefit of the Series 1996-3 Certificateholders,
bearing a designation clearly indicating that the funds therein are held in
trust for the benefit of the Series 1996-3 Certificateholders. The Servicer, on
behalf of the Trustee, at all times shall maintain accurate records reflecting
each transaction in the Series 1996-3 Collection Subaccount and that funds held
therein shall at all times be held in trust for the benefit of the Series 1996-3
Certificateholders. Pursuant to the authority granted to it pursuant to
subsection 3.01(b), the Servicer shall have the power, revocable by the Trustee,
to withdraw funds, and to instruct the Trustee to withdraw funds, from the
Series 1996-3 Collection Subaccount for the purpose of carrying out its duties
hereunder. All such instructions from the Servicer to the Trustee shall be in
writing; provided, however, that the Servicer is entitled to give instructions
to the Trustee by facsimile. Funds on deposit in the Series 1996-3 Collection
Subaccount that are not required to be deposited in the Finance Charge Account,
the Principal Account or the Series 1996-3 Retention Subaccount shall at all
times be invested in Permitted Investments. Any such investment shall mature
and such funds shall be available for withdrawal, on or prior to the third
Business Day following the day on which such funds were so deposited, provided,
that such funds shall be available for withdrawal on the Transfer Date following
the Record Date occurring in the Monthly Period in which such funds were
processed for collection. All interest and earnings (net of losses and
investment expenses) on funds on deposit in the Series 1996-3 Collection
Subaccount shall be deposited by the Servicer upon written notice to the Trustee
by the Seller in a separate deposit account with a Qualified Trust Institution
in the name of Servicer, which shall not constitute a part of the Trust, or
shall otherwise be turned over to the Servicer, not less frequently than
monthly; provided, however, that following the failure of the Servicer to make a
payment or deposit, which failure results in
19
<PAGE>
the occurrence of a Servicer Default with respect to the Series 1996-3
Certificates, such interest and earnings shall not be paid to the Servicer
during the period such Servicer Default is continuing, but shall be retained in,
or deposited into, the Finance Charge Account and shall be treated as
Collections of Finance Charge Receivables allocable to the Series 1996-3
Certificateholders. The Qualified Institution shall maintain for the benefit of
the Series 1996-3 Certificateholders and the Servicer (as its interest appears
herein), possession of any negotiable instrument or security evidencing the
Permitted Investments described in clause (a) of the definition thereof relating
to the Collection Account from the time of purchase thereof until the time of
maturity. Subject to the restrictions set forth above, the Servicer, or a Person
designated in writing by the Servicer, shall instruct the applicable Qualified
Institution in writing with respect to the investment of funds on deposit in the
Series 1996-3 Collection Subaccount. For purposes of determining the
availability of funds or the balances in the Series 1996-3 Collection Subaccount
for any reason under this Agreement, all investment earnings on such funds (net
of losses and expenses) shall be deemed not to be available or on deposit.
SECTION 4.03. Establishment of Series 1996-3 Investor Accounts.
------------------------------------------------
(a) Finance Charge Account, Reserve Account, Principal Account and
--------------------------------------------------------------
Principal Funding Account. The Servicer, for the benefit of the Series 1996-3
- -------------------------
Certificateholders shall establish and maintain with a Qualified Trust
Institution in the name of the Trustee, on behalf of the Trust, four segregated
trust accounts maintained in the corporate trust department of such Qualified
Trust Institution, and held in trust by such Qualified Trust Institution (the
"Finance Charge Account," "Reserve Account", "Principal Account," and "Principal
- ----------------------- --------------- ----------------- ---------
Funding Account," respectively), bearing a designation clearly indicating that
- ---------------
the funds therein are held in trust for the benefit of the Series 1996-3
Certificateholders. The Servicer, on behalf of the Trustee, at all times shall
maintain accurate records reflecting each transaction in the Principal Account,
Reserve Account, Finance Charge Account and Principal Funding Account and that
funds held therein shall at all times be held in trust for the benefit of the
Series 1996-3 Certificateholders. Pursuant to the authority granted to it
pursuant to subsection 3.01(b), the Servicer shall have the power, revocable by
the Trustee, to withdraw funds, and to instruct the Trustee to withdraw funds,
from the Finance Charge Account, Reserve Account, Principal Account and
Principal Funding Account for the purpose of carrying out its duties hereunder.
All such instructions from the Servicer to the Trustee shall be in writing;
provided, however, that the Servicer is entitled to give instructions to the
Trustee by facsimile.
(b) The Distribution Account. The Servicer, for the benefit of the
------------------------
Series 1996-3 Certificateholders, shall cause to be established and maintained
in the name of the Trustee, with an office or branch of a Qualified Trust
Institution (other than the Seller), a non-interest bearing segregated demand
deposit account maintained in the corporate trust department of such Qualified
Trust Institution, and held in trust by such Qualified Trust Institution (the
"Distribution Account") bearing a designation clearly indicating that the funds
--------------------
deposited therein are held in trust for the benefit of the Series 1996-3
Certificateholders. The Paying Agent shall have the revocable authority to make
withdrawals from the Distribution Account.
(c) Administration of the Finance Charge Account, Reserve Account,
--------------------------------------------------------------
Principal Account and Principal Funding Account. Funds on deposit in the
- -----------------------------------------------
Principal Account, Finance
20
<PAGE>
Charge Account, Reserve Account and Principal Funding Account shall at all times
be invested in Permitted Investments. Any such investment shall mature and such
funds shall be available for withdrawal on or prior to the Transfer Date
following the Record Date occurring in the Monthly Period in which such funds
were processed for collection. The Qualified Trust Institution which holds the
Principal Account, Reserve Account, Finance Charge Account and Principal Funding
Account shall maintain for the benefit of the Series 1996-3 Certificateholders
and the Servicer, as their respective interests appear herein, possession of any
negotiable instrument or security evidencing the Permitted Investments relating
to the Principal Account, Reserve Account, Finance Charge Account or Principal
Funding Account, as the case may be, described in clause (a) of the definition
thereof from the time of purchase thereof until the time of maturity. At the end
of each month, all interest and earnings (net of losses and investment expenses)
on funds on deposit in the Principal Account and the Finance Charge Account
shall be deposited by the Servicer upon written notice to the Trustee in a
separate deposit account with a Qualified Trust Institution in the name of the
Servicer, which shall not constitute a part of the Trust, or shall otherwise be
turned over by the Servicer not less frequently than monthly. Subject to the
restrictions set forth above, the Servicer, or a Person designated in writing by
the Servicer, shall instruct the Qualified Trust Institution which holds the
Principal Account, Reserve Account, Finance Charge Account and Principal Funding
Account in writing with respect to the investment of funds on deposit in the
Principal Account, Reserve Account, Finance Charge Account and Principal Funding
Account. For purposes of determining the availability of funds or the balances
in the Finance Charge Account, Reserve Account, Principal Account and Principal
Funding Account for any reason under this Agreement, all investment earnings on
such funds (net of losses and expenses) shall, except as otherwise provided
herein, be deemed not to be available or on deposit.
(d) No Qualified Trust Institution shall be eligible to be the
depository for any of the accounts established pursuant to this Section 4.03
unless it has agreed that, if it ceases to be a "Qualified Trust Institution",
then (i) such entity shall provide the Trustee, the Enhancement Provider, and
the Servicer with prompt written notice that it is no longer a "Qualified Trust
Institution" and (ii) transfer the funds deposited in each of the accounts in
the manner directed by the Servicer within 10 Business Days of the day on which
such entity ceased to be a "Qualified Trust Institution".
SECTION 4.04. Allocations.
-----------
(a) Allocation Adjustment. Unless the Servicer is depositing
---------------------
Collections monthly pursuant to Section 4.02(a) of the Agreement, on each
Collection Recomputation Date to and including the Collection Recomputation Date
after the Collection Recomputation Date referred to in clause (ii) below, the
Servicer shall recompute the allocations to the Series 1996-3 Certificates
previously made pursuant to subsections 4.01(d), 4.02(a), 4.02(b), 4.04(c),
4.04(d) and 4.04(e):
(i) in the case of a Collection Recomputation Date which occurs prior
to the Conversion Date, during each Billing Cycle which ended during the
preceding Monthly Period; and
21
<PAGE>
(ii) in the case of the Collection Recomputation Date which occurs in
the Monthly Period in which the Conversion Date occurs, during each Billing
Cycle which ended during the preceding Monthly Period and on any other Date
of Processing during such Monthly Period;
(such allocations with respect to any such period, the "Estimated Allocations")
---------------------
based on the Collected Finance Charge Receivables and the Collected Principal
Receivables (such allocations with respect to any such period, the "Actual
------
Allocations"), and based on the Actual Allocations of Finance Charge Receivables
- -----------
and Principal Receivables not later than 11:00 a.m. New York City time on the
Transfer Date following such Collection Recomputation Date:
(A) make any necessary deposits or withdrawals with respect to the
Finance Charge Account, the Principal Account, and the Series 1996-3
Retention Subaccount such that the amount on deposit in such Finance Charge
Account and such Principal Account with respect to such Monthly Period is
equal to the Actual Allocation of Finance Charge Receivables and the Actual
Allocation of Principal Receivables, respectively;
(B) pay to the Holder of the Exchangeable Seller Certificate any
underpayment with respect to allocations of Principal Receivables or
Finance Charge Receivables with respect to such Monthly Period;
(C) notify the Holder of the Exchangeable Seller Certificate of the
amount of any overpayment to such Holder and the Holder of the Exchangeable
Seller Certificate shall deposit into the Finance Charge Account, the
Principal Account or the Series 1996-3 Retention Subaccount, as the case
may be, as provided in the notice from the Servicer, the amount of any
overpayment to such Holder which such recomputation discloses; and
(D) for the purposes of administrative convenience, payments to be
made to the Holder of the Exchangeable Seller Certificate and deposits to
be made by the Holder of the Exchangeable Seller Certificate pursuant to
Section 4.04(a) may be netted against each other.
(b) It is the intention of the parties hereto that Section 4.04(a) be
construed so that the reallocation provided for therein shall result in the
Series 1996-3 Certificateholders and the Collateral Interest Holder on the one
hand and the Holder of the Exchangeable Seller Certificate on the other hand
being in the same position they would have been in if the Estimated Allocations
had been based upon actual Collections of Finance Charge Receivables and actual
Collections of Principal Receivables.
(c) 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, pay from the Collection
Account (or, if applicable, the Principal Account) the following amounts as set
forth below:
(i) Deposit in the Finance Charge Account an amount equal to the
product of (A) the applicable Investor Percentage on the Date of Processing
of such Collections (or
22
<PAGE>
as determined on the applicable Determination Date with respect to the
preceding Monthly Period if the Servicer is depositing Collections monthly
pursuant to Section 4.02(a) of the Agreement) and (B) the aggregate amount
of Collections processed in respect of Finance Charge Receivables on such
Date of Processing (or during such Monthly Period, as applicable).
(ii) Deposit in the Series 1996-3 Collection Subaccount for
application, to the extent required by Section 4.11, as Reallocated
Principal Collections on the related Transfer Date, an amount equal to the
product of (A) the sum of the Class B Principal Percentage and the
Collateral Floating Percentage on the Date of Processing of such
Collections (or as determined on the applicable Determination Date with
respect to the previous Monthly Period if the Servicer is depositing
Collections monthly pursuant to Section 4.02(a) of the Agreement), (B) the
applicable Investor Percentage on the Date of Processing of such
Collections (or as determined on the applicable Determination Date with
respect to the preceding Monthly Period if the Servicer is depositing
Collections monthly pursuant to Section 4.02(a) of the Agreement) and (C)
the aggregate amount of such Collections processed in respect of Principal
Receivables on such Date of Processing (or during such Monthly Period, as
applicable), and if on the related Determination Date such amounts are
determined to exceed Reallocated Principal Collections for the related
Transfer Date, the excess shall be applied on or before such Transfer Date
in accordance with clause (iii) below.
(iii) If any other Principal Sharing Series is outstanding and in its
Amortization Period, retain in the Collection Account for application, to
the extent of any Principal Shortfall with respect to such other Principal
Sharing Series, as Shared Principal Collections on the related Transfer
Date, and otherwise pay to the Holder of the Exchangeable Seller
Certificate, an amount equal to (A) the product of (1) the applicable
Investor Percentage on the Date of Processing of such Collections (or as
determined on the applicable Determination Date with respect to the
preceding Monthly Period if the Servicer is depositing Collections monthly
pursuant to Section 4.02(a) of the Agreement) and (2) the aggregate amount
of such Collections processed in respect of Principal Receivables on such
Date of Processing (or during such Monthly Period, as applicable) less (B)
the amount of Collections applied pursuant to clause (ii) above; provided,
however, that in the event that the amount to be paid to the Holder of the
Exchangeable Seller Certificate pursuant to this subsection 4.04(c)(iii)
with respect to any Date of Processing (or during such Monthly Period, as
applicable) exceeds (such excess hereinafter referred to as the "Excess
------
Amount") the Seller Interest (determined without regard to any amounts on
------
deposit in the Retention Account, "Excess Amounts", "Controlled Excess
Amounts" or such other amounts specified in the Supplement with respect to
any Series) on such Date of Processing (or at the close of business on the
last Business Day of such Monthly Period, as applicable) after giving
effect to the inclusion in the Trust of all Receivables created on or prior
to such date and the application of payments referred to in subsection
4.01(d), the Excess Amount shall be deposited into the Principal Account to
be treated, during any Amortization Period, as Available Principal
Collections for the first Monthly Period thereof unless otherwise provided
in this Section 4.04; further, provided, however, that in the event that,
on any Date of
23
<PAGE>
Processing (or at the close of business on the last Business day of such
Monthly Period, as applicable) on or after the Implementation Date, the
Retention Percentage is less than the Required Retention Percentage, the
Servicer shall, after giving effect to the transfer of the Excess Amount
required by the preceding proviso, deposit in the Series 1996-3 Retention
Subaccount an amount equal to the amount otherwise payable to the Holder of
the Exchangeable Seller Certificate pursuant to this clause 4.04(c)(iii).
If, after the Implementation Date, on any Determination Date with respect
to an Amortization Period, the Seller's Interest (as determined above) is
less than zero, an amount equal to the Principal Allocation Percentage of
such deficiency (less amounts previously deposited in the Principal Account
with respect to such deficiency pursuant to this subsection 4.04(c)(iii)
and subsection 4.04(d)(iii)) shall be transferred from the Series 1996-3
Retention Account to the Principal Account to be applied as Available
Principal Collections on the related Transfer Date.
(iv) If, on any Business Day, (x) Excess Amounts are on deposit in the
Principal Account, and (y) after application of the Collections deposited
on such Business Day in accordance with subsections 4.01(d), 4.04(c)(iii)
and 4.04(d)(iii), the Seller Interest (determined without regard to any
amounts on deposit in the Retention Account, "Excess Amounts", "Controlled
Excess Amounts" or such other amounts specified in the Supplement with
respect to any Series) exceeds zero, (A) the Servicer shall, if such
Business Day occurs before the Implementation Date, withdraw, or instruct
the Trustee to withdraw, and in such case the Trustee shall withdraw, from
the Principal Account funds in an amount equal to the lesser of (1) the
Seller Interest (as determined above) on such Business Day and (2) the
Excess Amounts then on deposit in the Principal Account and pay such funds
to the Holder of the Exchangeable Seller Certificate, and (B) if such
Business Day occurs on or after the Implementation Date and the Retention
Percentage is greater than the Required Retention Percentage, the Servicer
shall withdraw, or instruct the Trustee to withdraw, and in such case the
Trustee shall withdraw, from the Principal Account and pay to the Holder of
the Exchangeable Seller Certificate, funds in an amount equal to the lesser
of (i) the Excess Amounts then on deposit in the Principal Account and (ii)
the product of (x) the Pool Amount on such date of determination and (y)
the amount by which the Retention Percentage on such date of determination
exceeds the Required Retention Percentage on such date of determination.
(d) Allocations During the Controlled Accumulation Period. During
-----------------------------------------------------
the Controlled Accumulation Period, the Servicer shall, prior to the close of
business on the day any Collections are deposited in the Collection Account, pay
from the Collection Account (or, if applicable, the Principal Account) the
following amounts as set forth below:
(i) Deposit in the Finance Charge Account an amount equal to the
product of (A) the applicable Investor Percentage on the Date of Processing
of such Collections (or as determined on the applicable Determination date
with respect to the preceding Monthly Period if the Servicer is depositing
Collections monthly pursuant to Section 4.02(a) of the Agreement) and (B)
the aggregate amount of Collections processed in respect of Finance Charge
Receivables on such Date of Processing (or during such Monthly Period, as
applicable);
24
<PAGE>
(ii) Deposit in the Series 1996-3 Collection Subaccount for
application, to the extent required by Section 4.11, as Reallocated
Principal Collections on the related Transfer Date an amount equal to the
product of (A) the sum of the Class B Principal Percentage and the
Collateral Principal Percentage on the Date of Processing of such
Collections (or as determined on the applicable Determination Date with
respect to the previous Monthly Period if the Servicer is depositing
Collections monthly pursuant to Section 4.02(a) of the Agreement), (B) the
applicable Investor Percentage on the Date of Processing of such
Collections (or as determined on the applicable Determination Date with
respect to the preceding Monthly Period if the Servicer is depositing
Collections monthly pursuant to Section 4.02(a) of the Agreement) and (C)
the aggregate amount of such Collections processed in respect of Principal
Receivables on such Date of Processing (or during such Monthly Period, as
applicable), and if on the related Determination Date such amounts are
determined to exceed Reallocated Principal Collections for the related
Transfer Date, the excess shall be applied on or before such Transfer Date
in accordance with clause (iii) below.
(iii) Deposit in the Principal Account an amount, if any, equal to (A)
the product of (1) the applicable Investor Percentage on the Date of
Processing of such Collections (or as determined on the applicable
Determination Date with respect to the preceding Monthly Period if the
Servicer is depositing Collections monthly pursuant to Section 4.02(a) of
the Agreement) and (2) the aggregate amount of such Collections processed
in respect of Principal Receivables on such Date of Processing (or during
such Monthly Period, as applicable) (for any such Date of Processing, a
"Percentage Allocation") less (B) the amount of Collections applied
---------------------
pursuant to clause (ii) above; 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 sum of the Controlled Accumulation Amount and the Accumulation
Shortfall for such Monthly Period (the "Controlled Deposit Amount"), then
-------------------------
such excess (the "Controlled Excess Amount") shall not be treated as a
------------------------
Percentage Allocation and shall, if any other Principal Sharing Series is
outstanding and in its Amortization Period, be retained in the Collection
Account for application, to the extent of any Principal Shortfall with
respect to such Principal Sharing Series, as Shared Principal Collections
on the related Transfer Date, and otherwise be paid to the Holder of the
Exchangeable Seller Certificate up to the Seller Interest (determined
without regard to any amounts on deposit in the Retention Account, "Excess
Amounts", "Controlled Excess Amounts" or such other amounts specified in
the Supplement with respect to any Series) and thereafter shall be applied
in the manner described in the two immediately following sentences;
provided further, that if on the last day of the Monthly Period the Monthly
Total Percentage Allocation is less than the Controlled Deposit Amount,
then such deficit shall be the "Accumulation Shortfall" for the next
succeeding Monthly Period and the Monthly Total Percentage Allocation shall
be deposited to the Principal Account; further, provided, however, that the
Accumulation Shortfall for the next succeeding Monthly Period shall be
recomputed following the latest Collection Recomputation Date related to
such Monthly Period, based on the adjustments, if any, made pursuant to
subsection 4.04(a). In the event that, on any Date of Processing on which
a Controlled Excess Amount exists, the Controlled Excess Amount exceeds the
Seller Interest (as
25
<PAGE>
determined above) after giving effect to the inclusion in the Trust of all
Receivables created on or prior to such Date of Processing, the Controlled
Excess Amount shall be deposited into the Principal Account. In the event
that, on any Date of Processing on or after the Implementation Date in
which a Controlled Excess Amount is on deposit in the Principal Account,
and the Retention Percentage is equal to or less than the Required
Retention Percentage, the Servicer shall, after giving effect to the
transfer of the Controlled Excess Amount referred to in the preceding
sentence, withdraw, or instruct the Trustee to withdraw, and in such case
the Trustee shall withdraw, from the Principal Account and deposit in the
Series 1996-3 Retention Subaccount an amount equal to the amount otherwise
payable to the Holder of the Exchangeable Seller Certificate pursuant to
this clause 4.04(d)(iii).
(iv) If, on any Business Day, (x) Controlled Excess Amounts are on
deposit in the Principal Account and (y) after application of the
Collections deposited on such Business Day in accordance with subsections
4.01(d), 4.04(c)(iii) and 4.04(d)(iii), the Seller Interest (determined
without regard to any amounts on deposit in the Retention Account, "Excess
Amounts", "Controlled Excess Amounts" or such other amounts specified in
the Supplement with respect to any Series) exceeds zero, (A) the Servicer
shall, if such Business Day occurs before the Implementation Date,
withdraw, or instruct the Trustee to withdraw, and in such case the Trustee
shall withdraw, from the Principal Account funds in an amount equal to the
lesser of (1) the Seller Interest (as determined above) on such Business
Day and (2) the Controlled Excess Amounts then on deposit in the Principal
Account, and pay such funds to the Holder of the Exchangeable Seller
Certificate, and (B) if such Business Day occurs on or after the
Implementation Date and the Retention Percentage is equal to or greater
than the Required Retention Percentage, the Servicer shall withdraw, or
instruct the Trustee to withdraw, and in such case the Trustee shall
withdraw, from the Principal Account and pay to the Holder of the
Exchangeable Seller Certificate, funds in an amount equal to the lesser of
(i) the Controlled Excess Amounts then on deposit in the Principal Account
and (ii) the product of (x) the Pool Amount on such date of determination
and (y) the amount by which the Retention Percentage on such date of
determination exceeds the Required Retention Percentage on such date of
determination.
(e) Allocations During the Rapid Amortization Period. During the
------------------------------------------------
Rapid Amortization Period, the Servicer shall, prior to the close of business on
the day any Collections are deposited in the Collection Account, pay from the
Collection Account the following amounts as set forth below:
(i) Deposit in the Finance Charge Account an amount equal to the
product of (A) the applicable Investor Percentage on the Date of Processing
of such Collections (or as determined on the applicable Determination Date
with respect to the preceding Monthly Period if the Servicer is depositing
Collections monthly pursuant to Section 4.02(a) of the Agreement) and (B)
the aggregate amount of such Collections processed in respect of Finance
Charge Receivables on such Date of Processing (or during such Monthly
Period, as applicable).
26
<PAGE>
(ii) Deposit in the Series 1996-3 Collection Subaccount for
application, to the extent required by Section 4.11, as Reallocated
Principal Collections on the related Transfer Date an amount equal to the
product of (A) the sum of the Class B Principal Percentage and the
Collateral Principal Percentage on the Date of Processing of such
Collections (or as determined on the applicable Determination Date with
respect to the previous Monthly Period if the Servicer is depositing
Collections monthly pursuant to Section 4.02(a) of the Agreement), (B) the
applicable Investor Percentage on the Date of Processing of such
Collections (or as determined on the applicable Distribution Date with
respect to the preceding Monthly Period if the Servicer is depositing
Collections monthly pursuant to Section 4.02(a) of the Agreement) and (C)
the aggregate amount of such Collections processed in respect of Principal
Receivables on such Date of Processing (or during such Monthly Period, as
applicable), and if on the related Determination Date such amounts are
determined to exceed Reallocated Principal Collections for the related
Transfer Date, the excess shall be applied on or before such Transfer Date
in accordance with clause (ii) below.
(iii) Deposit in the Principal Account an amount equal to (A) the
product of (1) the applicable Investor Percentage on the Date of Processing
of such Collections (or as determined on the applicable Determination Date
with respect to the preceding Monthly Period if the Servicer is depositing
Collections monthly pursuant to Section 4.02(a) of the Agreement) and (2)
the aggregate amount of such Collections processed in respect of Principal
Receivables on such Date of Processing (or during such Monthly Period, as
applicable) less (B) the amount of Collections applied pursuant to clause
(ii) above; provided, however, that after the date on which the Investor
Interest has been reduced to zero, the amount determined in accordance with
this subparagraph (iii) shall, if any other Principal Sharing Series is
outstanding and in its Amortization Period or Accumulation Period, be
retained in the Collection Account for application, to the extent
necessary, as Shared Principal Collections on the related Transfer Date,
and otherwise be paid to the Holder of the Exchangeable Seller Certificate
up to the Seller Interest, and the excess if any, will be allocated as a
Principal Receivable in the manner provided in Article IV excluding any
allocations to Series 1996-3.
SECTION 4.05. 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 one-twelfth of the product of (i) the Class A
Certificate Rate and (ii) the outstanding principal amount of the Class A
Certificates as of the close of business on the last day of the preceding
Monthly Period; provided, however, that with respect to the first Distribution
-------- -------
Date, Class A Monthly Interest will include accrued interest at the Class A
Certificate Rate from and including the Closing Date to and excluding such
Distribution Date.
On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "Class A Interest Shortfall"),
--------------------------
of (x) the Class A Monthly Interest for such Distribution Date over (y) the
aggregate amount of funds allocated and available to pay such Class A Monthly
Interest on such Distribution Date. If the Class A Interest
27
<PAGE>
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) the Class
A Certificate Rate and (ii) such Class A Interest Shortfall (or the portion
thereof which has not been paid to the Class A Certificateholders) shall be
payable as provided herein with respect to the Class A Certificates on each
Distribution Date following such Distribution Date to and including the
Distribution Date on which such Class 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 one-twelfth of the product of (i) the Class B
Certificate Rate and (ii) the outstanding principal amount of the Class B
Certificates as of the close of business on the last day of the preceding
Monthly Period; provided, however, that with respect to the first Distribution
-------- -------
Date, Class B Monthly Interest will include accrued interest at the Class B
Certificate Rate from and including the Closing Date to and excluding such
Distribution Date.
On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "Class B Interest Shortfall"),
--------------------------
of (x) the Class B Monthly Interest for such Distribution Date over (y) the
aggregate amount of funds allocated and available to pay such Class B Monthly
Interest on such Distribution Date. 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) the Class B Certificate Rate and
(ii) such Class B Interest Shortfall (or the portion thereof which 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 distributable from the
Distribution Account to the Collateral Interest Holder, which shall be an amount
equal to the product of (i)(A) a fraction, the numerator of which is the actual
number of days in the period from (and including) the immediately prior
Distribution Date (or in the case of the first Distribution Date, the Closing
Date) to (but excluding) such Distribution Date and the denominator of which is
360, times (B) the Collateral Rate in effect with respect to the related
-----
Interest Period, times (ii) the Collateral Interest as of the close of business
-----
on the last day of the preceding Monthly Period (the "Collateral Monthly
-------------------
Interest").
- --------
28
<PAGE>
On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "Collateral Interest Payment
---------------------------
Shortfall"), of (x) the Collateral Monthly Interest for such Distribution Date
- ---------
over (y) the aggregate amount of funds allocated and available to pay such
Collateral Monthly Interest on such Distribution Date. If the Collateral
Interest Payment Shortfall with respect to any Distribution Date is greater than
zero, an additional amount ("Collateral Additional Interest") equal to the
------------------------------
product of (i) (A) a fraction, the numerator of which is the actual number of
days in the related Interest Period and the denominator of which is 360, times
(B) the Collateral Rate and (ii) such Collateral Interest Payment Shortfall (or
the portion thereof which has not been paid to the Collateral Interest Holder)
shall be payable as provided herein with respect to the Collateral Interest on
each Distribution Date following such Distribution Date to and including the
Distribution Date on which such Collateral Interest Payment Shortfall is paid to
the Collateral Interest Holder. Notwithstanding anything to the contrary
herein, Collateral Additional Interest shall be payable or distributed to the
Collateral Interest Holder only to the extent permitted by applicable law.
SECTION 4.06. Determination of Monthly Principal.
----------------------------------
(a) The amount of monthly principal ("Class A Monthly Principal") to
-------------------------
be transferred from the Principal Account to the Distribution Account with
respect to the Class A Certificates on each Transfer Date, beginning with the
first to occur of (i) the first Transfer Date with respect to a Rapid
Amortization Period, if any, and (ii) the first Transfer Date with respect to
the Controlled Accumulation Period, shall be equal to the least of (x) the
Available Principal Collections on deposit in the Principal Account with respect
to such Transfer Date, (y) for each Transfer Date with respect to the Controlled
Accumulation Period, the Controlled Deposit Amount for the related Distribution
Date and (z) the Class A Adjusted Investor Interest on such Transfer Date.
(b) The amount of monthly principal ("Class B Monthly Principal") to
-------------------------
be transferred from the Principal Account to the Distribution Account with
respect to the Class B Certificates on each Transfer Date, beginning with the
Transfer Date with respect to Class B Principal Commencement Date, shall be
equal to the least of (x) the Available Principal Collections on deposit in the
Principal Account with respect to such Transfer Date (minus the portion of such
-----
Available Principal Collections to be applied to Class A Monthly Principal on
the related Distribution Date) and (y) the Class B Investor Interest on such
Transfer Date.
(c) The amount of monthly principal (the "Collateral Monthly
------------------
Principal") to be distributed from the Principal Account to the Collateral
Interest Holder with respect to the Collateral Interest on each Transfer Date
shall be (A) during the Revolving Period following any reduction of the Required
Collateral Interest pursuant to clause (3) of the proviso in the definition
thereof an amount equal to the lesser of (1) the excess, if any, of the
Collateral Interest (after taking into account any adjustments to be made on
such Transfer Date pursuant to Sections 4.09 and 4.11) over the Required
Collateral Interest on such Transfer Date, or (2) the Available Principal
Collections on such Transfer Date or (B) during the Controlled Accumulation
Period or Rapid Amortization Period an amount equal to the lesser of (1) the
excess, if any, of the Collateral Interest (after taking into account any
adjustments to be made on such Transfer Date pursuant to Sections 4.09 and 4.11)
over the Required Collateral Interest
29
<PAGE>
on such Transfer Date, or (2) the excess, if any, of (i) the Available Principal
Collections on such Transfer Date over (ii) the sum of the Class A Monthly
Principal and the Class B Monthly Principal for such Transfer Date.
SECTION 4.07. Required Amount.
---------------
(a) With respect to each Transfer 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 the related
Distribution Date, (ii) any Class A Monthly Interest previously due but not paid
to the Class A Certificateholders, (iii) any Class A Additional Interest for the
related Distribution Date and any Class A Additional Interest previously due but
not paid to the Class A Certificateholders, (iv) the Class A Servicing Fee for
such Transfer 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
Transfer Date exceeds (b) the Class A Available Funds. In the event that the
Class A Required Amount for such Transfer 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.
(b) With respect to each Transfer Date, on the related Determination
Date, the Servicer shall determine the amount (the "Class B Required Amount"),
-----------------------
if any, by which (a) the sum of (i) Class B Monthly Interest for the related
Distribution Date, (ii) any Class B Monthly Interest previously due but not paid
to the Class B Certificateholders, (iii) any Class B Additional Interest for the
related Distribution Date and any Class A Additional Interest previously due but
not paid to the Class B Certificateholders, (iv) the Class B Servicing Fee for
such Transfer Date, (v) any Class B Servicing Fee previously due but not paid to
the Servicer, and (vi) the Class B Investor Default Amount, if any, for such
Transfer Date exceeds (b) the Class B Available Funds. In the event that the
Class B Required Amount for such Transfer 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.
SECTION 4.08. Application of Class A Available Funds, Class B
-----------------------------------------------
Available Funds, Collateral Available Funds and Available Principal Collections.
- -------------------------------------------------------------------------------
The Servicer shall apply, or shall cause the Trustee to apply, on each Transfer
Date, Class A Available Funds, Class B Available Funds, Collateral Available
Funds on deposit in the Finance Charge Account and Available Principal
Collections on deposit in the Principal Account, in each case with respect to
such Transfer Date, to make the following distributions:
(a) On each Transfer Date, an amount equal to the Class A Available
Funds with respect to such Transfer Date will be distributed in the
following priority:
(i) an amount equal to Class A Monthly Interest for the related
Distribution Date, plus the amount of any Class A Monthly Interest
----
previously due but not distributed to Class A Certificateholders, 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
30
<PAGE>
Distribution Date, shall be transferred to the Distribution Account
for payment to the Class A Certificateholders;
(ii) an amount equal to the Class A Servicing Fee for such
Transfer Date, plus the amount of any Class A Servicing Fee previously
----
due but not distributed to the Servicer on a prior Transfer Date,
shall be distributed to the Servicer (unless such amount has been
netted against deposits to the Collection Account in accordance with
Section 4.02 of the Agreement);
(iii) an amount equal to the Class A Investor Default Amount for
such Transfer Date shall be treated as a portion of Available
Principal Collections for such Transfer Date and deposited into the
Principal Account; and
(iv) the balance, if any, shall constitute Excess Spread and
shall be allocated and distributed as set forth in Section 4.10.
(b) On each Transfer Date, an amount equal to the Class B Available
Funds with respect to such Transfer Date will be distributed in the
following priority:
(i) an amount equal to Class B Monthly Interest for the
related Distribution Date, plus the amount of any Class B Monthly
----
Interest previously due but not distributed to Class B
Certificateholders, 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 transferred to the Distribution
Account for payment to the Class B Certificateholders;
(ii) an amount equal to the Class B Servicing Fee for such
Transfer Date, plus the amount of any Class B Servicing Fee previously
----
due but not distributed to the Servicer on a prior Transfer Date,
shall be distributed to the Servicer (unless such amount has been
netted against deposits to the Collection Account in accordance with
Section 4.02 of the Agreement); and
(iii) the balance, if any, shall constitute Excess Spread and
shall be allocated and distributed as set forth in Section 4.10.
(c) On each Transfer Date an amount equal to the Collateral Available
Funds with respect to the Distribution Date will be distributed in the
following priority:
(i) during any period in which neither Chase USA nor an
affiliate thereof is Servicer, an amount equal to the Collateral
Interest Servicing Fee for such Transfer Date plus the amount of any
Collateral Interest Servicing Fee due but not paid to the Servicer on
any prior Transfer Date shall be distributed to the Servicer (unless
such amount has been netted against deposits to the Collection Account
in accordance with Section 4.02 of the Agreement); and
31
<PAGE>
(ii) the balance, if any, shall constitute Excess Spread and
shall be allocated and distributed as set forth in Section 4.10.
(d) On each Transfer Date with respect to the Revolving Period, an
amount equal to the Available Principal Collections deposited in the
Principal Account for the related Monthly Period up to an amount equal to
Collateral Monthly Principal for such Transfer Date will be distributed to
the Collateral Interest Holder in accordance with the Loan Agreement and
the remainder of such Collections shall be treated as Shared Principal
Collections and applied in accordance with Sections 4.04 and 4.13.
(e) On each Transfer Date with respect to the Controlled Accumulation
Period or a Rapid Amortization Period, an amount equal to the Available
Principal Collections deposited in the Principal Account for the related
Monthly Period will be applied in the following priority:
(i) an amount equal to Class A Monthly Principal for the
related Distribution Date, up to the Class A Investor Interest on such
Transfer Date, shall be (A) during the Controlled Accumulation Period
deposited into the Principal Funding Account, and (B) during the Rapid
Amortization Period transferred to the Distribution Account for
payment to the Class A Certificateholders;
(ii) for each Transfer Date beginning on the Class B Principal
Commencement Date, an amount equal to Class B Monthly Principal for
the related Distribution Date, up to the Class B Investor Interest on
such Transfer Date, shall be transferred to the Distribution Account
for payment to the Class B Certificateholders; and
(iii) for each Transfer Date, after giving effect to paragraphs
(i) and (ii) above, an amount equal to the balance, if any, of such
Available Principal Collections then on deposit in the Collection
Account up to an amount equal to Collateral Monthly Principal for such
Distribution Date shall be distributed to the Collateral Interest
Holder in accordance with the Loan Agreement and the remainder of such
Collections shall be treated as Shared Principal Collections and
applied in accordance with Sections 4.04 and 4.13 hereof.
(f) On the earlier to occur of (i) the first Transfer Date with
respect to the Rapid Amortization Period and (ii) the Transfer Date
immediately preceding the Class A Scheduled Payment Date, the Trustee,
acting in accordance with instructions from the Servicer, shall withdraw
from the Principal Funding Account and deposit in the Distribution Account
the amount on deposit in the Principal Funding Account.
(g) The Controlled Accumulation Period is scheduled to commence at
the close of business on April 30, 2000; provided, however, that, if the
-------- -------
Accumulation Period Length (determined as described below) is less than 12
months, the date on which the Controlled Accumulation Period actually
commences will be delayed to the first Business Day of the month that is
the number of whole months prior to the Class A Scheduled
32
<PAGE>
Payment Date at least equal to the Accumulation Period Length and, as a
result, the number of Monthly Periods in the Controlled Accumulation Period
will at least equal the Accumulation Period Length. On the Determination
Date immediately preceding the December 1999 Distribution Date, and each
Determination Date thereafter until the Controlled Accumulation Period
begins, the Servicer will determine the "Accumulation Period Length" which
will equal the number of whole months such that the sum of the Accumulation
Period Factors for each month during such period will be equal to or
greater than the Required Accumulation Factor Number; provided, however,
-------- -------
that the Accumulation Period Length will not be determined to be less than
one month.
SECTION 4.09. 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 Transfer Date. If, on
any Transfer Date, the Class A Required Amount for the related Monthly Period
exceeds the sum of (x) the sum of Reallocated Class B Principal Collections and
Reallocated Collateral Principal Collections with respect to such Monthly Period
and (y) the amount of Excess Spread and the Excess Finance Charge Collections
allocable to Series 1996-3 with respect to such Monthly Period, the Collateral
Interest (after giving effect to reductions for any Collateral Charge-Offs and
any Reallocated Principal Collections on such Distribution Date) will be reduced
by the amount of such excess, but not by more than the lesser of the Class A
Investor Default Amount and the Collateral Interest (after giving effect to
reductions for any Collateral Charge-Offs and any Reallocated Principal
Collections on such Distribution Date) for such Transfer Date. In the event that
such reduction would cause the Collateral Interest to be a negative number, the
Collateral Interest shall be reduced to zero and the Class B Investor Interest
(after giving effect to reductions for any Class B Investor Charge-Offs and any
Reallocated Class B Principal Collections on such Distribution Date) will be
reduced, as of the related Distribution Date, by the amount by which the
Collateral Interest would have been reduced below zero. In the event that such
reduction would cause the Class B Investor Interest to be a negative number, the
Class B Investor Interest shall be reduced to zero and the Class A Investor
Interest shall be reduced by the amount by which the Class B Investor Interest
would have been reduced below zero, but not by more than the excess, if any, of
the Class A Investor Default Amount for such Transfer Date over the aggregate
amount of the reductions, if any, of the Collateral Interest and the Class B
Investor Interest for such Distribution Date (a "Class A Investor Charge-Off").
---------------------------
Class A Investor Charge-Offs shall thereafter be reimbursed and the Class A
Investor Interest increased (but not by an amount in excess of the aggregate
unreimbursed Class A Investor Charge-Offs) on any Distribution Date by the
amount of Excess Spread and Excess Finance Charge Collections allocated and
available on the related Transfer Date for that purpose pursuant to Section
4.10(b). References to "negative numbers" above shall be determined without
regard to the requirement that the Invested Amount of a Class shall not be
reduced below zero.
(b) On each Determination Date, the Servicer shall calculate the
Class B Investor Default Amount, if any, for the related Transfer Date. If, on
any Transfer Date, the Class B Investor Default Amount for such Distribution
Date exceeds the Excess Spread and Excess Finance Charge Collections with
respect to the related Monthly Period which are allocated and available to pay
such amount pursuant to Section 4.10(e) and not required to be
33
<PAGE>
applied pursuant to clause (a) above, the Collateral Interest (after giving
effect to reductions for any Collateral Charge-Offs and any Reallocated
Principal Collections on such Transfer Date and any adjustments with respect
thereto as described in subsection 4.09(a) above) will be reduced, as of the
related Distribution Date, by the amount of such excess but not by more than the
lesser of the Class B Investor Default Amount and the Collateral Interest (after
giving effect to reductions for any Collateral Charge-Offs and any Reallocated
Principal Collections on such Transfer Date and any adjustments with respect
thereto as described in subsection 4.09(a) above) for such Transfer Date. In the
event that such reduction would cause the Collateral Interest to be a negative
number, the Collateral Interest shall be reduced to zero and then the Class B
Investor Interest shall be reduced by the amount of the excess, but not by more
than the excess of the Class B Investor Default Amount over the aggregate amount
of reductions, if any, of the Collateral Interest (other than reductions
pursuant to clause (a) above) for such Distribution Date (a "Class B Investor
----------------
Charge-Off"). Class B Investor Charge-Offs shall thereafter be reimbursed and
- ----------
the Class B Investor Interest increased as of the related Distribution Date (but
not by an amount in excess of the aggregate unreimbursed Class B Investor
Charge-Offs) on any Transfer Date by the amount of Excess Spread and Excess
Finance Charge Collections allocated and available for that purpose pursuant to
Section 4.10(f). References to "negative numbers" above shall be determined
without regard to the requirement that the Invested Amount of a Class shall not
be reduced below zero.
(c) On or before each Transfer Date, the Servicer shall calculate the
Collateral Default Amount. If on any Transfer Date, the Collateral Default
Amount for the prior Monthly Period exceeds the amount of Excess Spread and
Excess Finance Charge Collections which are allocated and available to fund such
amount pursuant to subsection 4.10(i), the Collateral Interest will be reduced
by the amount of such excess but not by more than the lesser of the Collateral
Default Amount and the Collateral Interest for such Distribution Date (a
"Collateral Charge-Off"). The Collateral Interest will after any reduction
---------------------
pursuant to this Section 4.09 be reimbursed on any Distribution Date by the
amount of the Excess Spread allocated and available on the related Transfer Date
for that purpose as described under subsection 4.10(j).
SECTION 4.10. Excess Spread; Excess Finance Charge Collections. The
------------------------------------------------
Servicer shall apply, or shall cause the Trustee to apply, on each Transfer
Date, Excess Spread and Excess Finance Charge Collections allocated to Series
1996-3 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 Transfer Date shall be transferred by the Trustee to fund
any deficiency pursuant to Sections 4.08(a)(i), (ii) and (iii); provided,
however, that in the event the Class A Required Amount for such Transfer
Date exceeds the amount of Excess Spread and Excess Finance Charge
Collections allocated to Series 1996-3, such Excess Spread and Excess
Finance Charge Collections shall be applied first to pay amounts due with
respect to such Transfer Date pursuant to Section 4.08(a)(i), second, to
pay the Class A Servicing Fee pursuant to Section 4.08(a)(ii) and third to
pay the Class A Investor Default Amount for such Transfer Date pursuant to
Section 4.08(a)(iii);
34
<PAGE>
(b) an amount equal to the aggregate amount of Class A Investor
Charge-Offs which have not been previously reimbursed as provided in
Section 4.09(a) (after giving effect to the allocation on such Transfer
Date of any amount for that purpose pursuant to Section 4.09(a)) shall be
deposited in the Principal Account and treated as a portion of Available
Principal Collections for such Transfer Date;
(c) an amount equal to the sum of (i) any Class B Monthly Interest to
become due on the related Distribution Date but not funded from amounts
transferred to the Distribution Account on such Transfer Date and any Class
B Monthly Interest not distributed to the Class B Certificateholders on a
prior Distribution Date and (ii) the amount of any Class B Additional
Interest previously due but not funded from amounts transferred to the
Distribution Account on such Transfer Date and any Class B Additional
Interest not distributed to the Class B Certificateholders on a prior
Distribution Date, after giving effect to the allocation in Section
4.08(b)(i), shall be transferred to the Distribution Account 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 Transfer Date or a prior Transfer Date shall be
paid to the Servicer;
(e) an amount equal to the Class B Investor Default Amount for such
Transfer Date shall be deposited in the Principal Account and treated as a
portion of Available Principal Collections for such Transfer Date;
(f) an amount equal to the aggregate amount by which the Class B
Investor Interest has been reduced pursuant to clauses (c), (d) and (e) of
the definition of "Class B Investor Interest" in this Series Supplement
(but not in excess of the aggregate amount of such reductions which have
not been previously reimbursed) shall be deposited in the
Principal Account and treated as a portion of Available Principal
Collections for such Transfer Date;
(g) an amount equal to the Collateral Monthly Interest for the
related Distribution Date, plus the amount of any Collateral Monthly
----
Interest previously due but not distributed to the Collateral Interest
Holder on a prior Distribution Date, plus the amount of any Collateral
----
Additional Interest for such Distribution Date and any Collateral
Additional Interest previously due but not distributed to the Collateral
Interest Holder on a prior Distribution Date shall be deposited in the
Distribution Account for payment to the Collateral Interest Holder in
accordance with the Loan Agreement;
(h) an amount equal to any Monthly Investor Servicing Fees due but
not paid to the Servicer either on such Transfer Date or on a prior
Transfer Date shall be paid to the Servicer;
(i) an amount equal to the Collateral Default Amount, if any, for the
prior Monthly Period shall be deposited in the Principal Account and
treated as a portion of Available Principal Collections for such Transfer
Date;
35
<PAGE>
(j) an amount equal to the aggregate amount by which the Collateral
Interest has been reduced below the Required Collateral Interest for
reasons other than the payment of principal to the Collateral Interest
Holder (but not in excess of the aggregate amount of such reductions which
have not been previously reimbursed) shall be deposited into the Principal
Account and treated as a portion of Available Principal Collections for
such Transfer Date;
(k) on each Transfer Date from and after the Reserve Account Funding
Date, but prior to the date on which the Reserve Account terminates as
described in Section 4.15(f), an amount up to the excess, if any, of the
Required Reserve Account Amount over the Available Reserve Account Amount
shall be deposited into the Reserve Account;
(l) an amount equal to the aggregate of any other amounts then
payable (including any such amounts payable only when funds are available
therefor), other than any such amounts that may be payable to the Seller,
pursuant to the Loan Agreement (to the extent such amounts are payable
pursuant to the Loan Agreement out of Excess Finance Charge Collections and
Excess Spread) shall be distributed to the Collateral Interest Holder for
application in accordance with the Loan Agreement; and
(m) 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 One or to the Holder of the Seller
Certificate as described in Section 4.12.
SECTION 4.11. Reallocated Principal Collections. On or before each
---------------------------------
Transfer Date, the Servicer shall instruct the Trustee in writing (which writing
shall be substantially in the form of Exhibit B hereto) to withdraw from the
---------
Series 1996-3 Collection Subaccount and apply the Reallocated Principal
Collections for such Transfer Date to make the following distributions on each
Distribution Date in the following priority:
(a) an amount equal to the excess, if any, of (i) the Class A
Required Amount, if any, with respect to such Transfer Date over (ii) the
amount of Excess Spread and Excess Finance Charge Collections with respect
to the related Monthly Period shall be applied pursuant to subsections
4.08(a)(i), (ii) and (iii); and
(b) an amount equal to the excess, if any, of (i) the Class B
Required Amount, if any, with respect to such Transfer Date over (ii) the
amount of Excess Spread and Excess Finance Charge Collections allocated and
available to the Class B Certificates pursuant to subsections 4.10(c), (d)
and (e) on such Transfer Date shall be applied pursuant to subsections
4.08(b)(i), (ii) and 4.10(e).
On each Distribution Date, the Collateral Interest shall be reduced by
the amount of Reallocated Principal Collections for the Transfer Date preceding
such Distribution Date. In the event that such reduction would cause the
Collateral Interest (after giving effect to any Collateral Charge-Offs for such
Distribution Date) to be a negative number, the Collateral Interest (after
giving effect to any Collateral Charge-Offs for such Distribution Date) shall be
reduced to zero and the Class B Investor Interest shall be reduced by the amount
by which the
36
<PAGE>
Collateral Interest would have been reduced below zero. In the event that the
reallocation of Reallocated Principal Collections would cause the Class B
Investor Interest (after giving effect to any Class B Investor Charge-Offs for
such Distribution Date) to be a negative number on any Distribution Date,
Reallocated Principal Collections shall be reallocated on the related Transfer
Date in an aggregate amount not to exceed the amount which would cause the Class
B Investor Interest (after giving effect to any Class B Investor Charge-Offs for
such Distribution Date) to be reduced to zero. References to "negative numbers"
above shall be determined without regard to the requirement that the Invested
Amount of a Class not be reduced below zero.
SECTION 4.12. Group One Excess Finance Charge Collections. Series
-------------------------------------------
1996-3 shall be included in Group One. Excess Finance Charge Collections with
respect to all Series in Group One for any Transfer Date will be allocated to
Series 1996-3 in the event that Series 1996-3 has not produced Excess Finance
Charge Collections with respect to such Transfer Date in an amount equal to the
product of (x) the aggregate amount of Excess Finance Charge Collections with
respect to all the Series in Group One for such Transfer Date and (y) a
fraction, the numerator of which is the Investor Interest for Series 1996-3 for
such Transfer Date and the denominator of which is the aggregate amount of
Investor Interests (as defined in each Supplement) for all Series which have not
produced Excess Finance Charge Collections with respect to such Transfer Date.
Any Excess Finance Charge Collections allocated to a Series in Group One which,
when applied under this Section and the applicable Series Supplement, would
produce Excess Finance Charge Collections with respect to such Series for such
Transfer Date shall, to the extent of such latter excess, be paid to the Holder
of the Seller Certificate. The sharing of Excess Finance Charge Collections
among Series in Group One will cease if the Seller shall deliver to the Trustee
an Officer's Certificate to the affect that, in the reasonable belief of the
Seller, the continued sharing of Excess Finance Charge Collections among Series
in Group One would have adverse regulatory implications with respect to the
Seller.
SECTION 4.13. Shared Principal Collections. Shared Principal
----------------------------
Collections for any Transfer Date will be allocated to Series 1996-3 in an
amount equal to the product of (x) the aggregate amount of Shared Principal
Collections with respect to all Principal Sharing Series for such Transfer Date
and (y) a fraction, the numerator of which is the Principal Shortfall for Series
1996-3 for such Transfer Date and the denominator of which is the aggregate
amount of Principal Shortfalls for all the Series which are Principal Sharing
Series for such Transfer Date. The "Principal Shortfall" for Series 1996-3 will
be equal to (a) for any Distribution Date with respect to the Revolving Period,
zero, (b) for any Transfer Date with respect to the Controlled Accumulation
Period, the excess, if any, of, prior to the date on which the Series 1996-3
Certificates are paid in full, the Controlled Deposit Amount with respect to
such Distribution Date and, thereafter, the Collateral Interest, over, in either
case, 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 a Rapid Amortization Period, the
excess, if any, of the Investor Interest over the amount of Available Principal
Collections for such Transfer Date (excluding any portion thereof attributable
to Shared Principal Collections). "Principal Shortfall" for other Series in
-------------------
Group One shall have the meaning set forth in the related Series Supplement.
37
<PAGE>
SECTION 4.14. Principal Funding Account.
-------------------------
(a) The Trustee, at the direction of the Servicer, shall (i) make
withdrawals from the Principal Funding Account from time to time, in the amounts
and for the purposes set forth in this Series Supplement, and (ii) on each
Transfer Date (from and after the commencement of the Controlled Accumulation
Period) prior to termination of the Principal Funding Account make a deposit
into the Principal Funding Account in the amount specified in, and otherwise in
accordance with, subsection 4.08(e).
(b) On the Transfer Date occurring in the month following the
commencement of the Controlled Accumulation Period and on each Transfer Date
thereafter with respect to the Controlled Accumulation Period, the Trustee,
acting at the Servicer's direction given on or before such Transfer Date, shall
transfer from the Principal Funding Account to the Finance Charge Account the
Principal Funding Investment Proceeds on deposit in the Principal Funding
Account, but not in excess of the Covered Amount, for application as Class A
Available Funds applied pursuant to subsection 4.08(a).
Any Excess Principal Funding Investment Proceeds shall be paid to the
holder of the Exchangeable Seller Certificate on each Transfer Date. An amount
equal to any Principal Funding Investment Shortfall shall be deposited in the
Finance Charge Account on each Transfer Date from the Reserve Account to the
extent funds are available pursuant to subsection 4.15(d).
SECTION 4.15. Reserve Account.
----------------
(a) The Trustee, at the 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 set forth in
this Series Supplement, and (ii) on each Transfer Date (from and after the
Reserve Account Funding Date) prior to termination of the Reserve Account make a
deposit into the Reserve Account in the amount specified in, and otherwise in
accordance with, subsection 4.10(k).
(b) 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 Permitted Investments that will mature so that such
funds will be available for withdrawals on or prior to the following Transfer
Date. No Permitted Investment shall be disposed of prior to its maturity. 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
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 into the Finance Charge
Account and included in the Class A Available Funds for such Transfer Date. For
purposes of determining the availability of funds or the balance in the Reserve
Account for any reason under this Series Supplement, except as otherwise
provided in the preceding sentence, investment earnings on such funds shall be
deemed not to be available or on deposit.
38
<PAGE>
(c) On or before each Transfer Date with respect to the Controlled
Accumulation Period prior to the payment in full of the Class A Investor
Interest and or before the first Transfer Date with respect to the Rapid
Amortization Period, the Servicer shall calculate the "Reserve Draw Amount"
which shall be equal to the Principal Funding Investment Shortfall with respect
to each Transfer Date with respect to the Controlled Accumulation Period or the
first Transfer Date with respect to the Rapid Amortization Period; provided,
--------
however, that such amount will be reduced to the extent that funds otherwise
- -------
would be available for deposit in the Reserve Account number Section 4.10(k)
with respect to such Transfer Date.
(d) In the event that for any Transfer 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 such Transfer
Date by the Trustee (acting in accordance with the instructions of the
Servicer), deposited into the Finance Charge Account and included in Class A
Available Funds for such Transfer Date.
(e) In the event that the Reserve Account Surplus on any Transfer
Date, after giving effect to all deposits to and withdrawals from the Reserve
Account with respect to such Transfer Date, is greater than zero, the Trustee,
acting in accordance with the instructions of the Servicer, shall withdraw from
the Reserve Account, and pay in accordance with the Loan Agreement, an amount
equal to such Reserve Account Surplus.
(f) Upon the earliest to occur of (i) the termination of the Trust
pursuant to Article XII of the Agreement, (ii) if the Controlled Accumulation
Period has not commenced, the first Transfer Date relating to the Rapid
Amortization Period and (iii) if the Controlled Accumulation Period has
commenced, the earlier of the first Transfer Date with respect to the Rapid
Amortization Period and the Transfer Date immediately preceding the Class A
Scheduled Payment Date, the Trustee, acting in accordance with the instructions
of the Servicer, after the prior payment of all amounts owing to the Series
1996-3 Certificateholders that are payable from the Reserve Account as provided
herein, shall withdraw from the Reserve Account and pay in accordance with the
Loan Agreement, all amounts, if any, on deposit in the Reserve Account and the
Reserve Account shall be deemed to have terminated for purposes of this Series
Supplement.
SECTION 4.16. Time of Deposits and Withdrawals. Any deposit,
--------------------------------
withdrawal, transfer or other payment required to be made to or from the
Collection Account, Finance Charge Account, Principal Account, Distribution
Account or Series 1996-3 Retention Subaccount shall be deemed to occur when the
instructions with respect to such deposit, withdrawal, transfer or other payment
have been transmitted over the applicable automated payment system.
SECTION 4.17. Conversion from Collections during Billing Cycles to
----------------------------------------------------
Collections during Monthly Periods.
- ----------------------------------
(a) The Servicer may deliver to the Trustee and the Rating Agency a
notice that it has changed the software that it uses to service the Accounts and
that, effective as of a certain date specified in such notice (the "Notice
------
Date"), and on each day thereafter, the Servicer is able to calculate the
- ----
aggregate amount of Receivables, Finance Charge Receivables and
39
<PAGE>
Principal Receivables effective as of any date of determination, and is not
limited to calculating such amounts by reference to the amount thereof as of the
end of each Billing Cycle. The "Conversion Date" shall occur on the later of:
---------------
(i) the first day of any Monthly Period specified in such
notice;
(ii) the first day of any Monthly Period following the amendment
of the Agreement such that:
(A) the Aggregate Receivables, Aggregate Finance Charge
Receivables and Aggregate Principal Receivables on any date of
determination shall equal the aggregate amount hereof as of the close
of business on the last day of the Monthly Period preceding such date
of determination;
(B) Collections which are available for distribution on any
Transfer Date shall be based on Collections received during the
preceding Monthly Period, not on Collections received during Billing
Cycles which ended during the preceding Monthly Period;
(C) the Agreement no longer refers to Collections received
or allocated during Billing Cycles;
(D) the Portfolio Yield for the Monthly Period in which the
Conversion Date occurs shall be adjusted, if necessary, to compensate
for any distortion in the Portfolio Yield resulting from such
conversion; and
(E) such other matters as may be required by the Trustee,
the Rating Agency or the Servicer to accomplish the intent of the
foregoing;
provided, however, that the Rating Agency shall have confirmed in writing that
such amendment will not result in the Rating Agency's reducing or withdrawing
its rating on any then outstanding Series rated by it.
(b) Notwithstanding anything contained in the Agreement to the
contrary, the Agreement may be amended pursuant to Section 13.01(a)(i) from time
to time by the Seller, the Servicer and the Trustee and without the consent of
the Certificateholders, (i) to amend the reallocation provisions of Section
4.02(b) and Section 4.04 to accomplish the intention expressed in Section
4.04(b), and (ii) to accomplish the intention expressed in Section 4.17(a).
Such amendment may also amend the provisions of the Agreement regarding the
Retention Account in order to continue the operation of such Account, modify the
provisions regarding deposits into or withdrawals from such Account (provided
that only amounts which would otherwise be payable to the Holder of the
Exchangeable Seller Certificate may be used to fund such Account) and provided
that funds therein may be treated as Principal Receivables for purposes of
satisfying the Minimum Seller Interest and Minimum Aggregate Principal
Receivables requirements of Section 2.06(a) and 6.09(b).
40
<PAGE>
(c) On the Determination Date related to the Conversion Month, the
Servicer shall withdraw, or instruct the Trustee to withdraw, and the Trustee,
acting in accordance with such instructions shall, withdraw and pay to the
Holder of the Exchangeable Seller Certificate on the succeeding Transfer Date,
an amount equal to the amount by which (i) the Collections of Finance Charge
Receivables processed during each Billing Cycle which ended during the
Conversion Month and Collections of Finance Charge Receivables processed on any
other Date of Processing during the Conversion Month, in each case which are
allocated to the Investor Interest and deposited in the Finance Charge Account
pursuant to Article IV, exceeds (ii) the Available Finance Charge Collections
for the Conversion Month.
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
(THE FOLLOWING PORTION OF THIS
ARTICLE IS APPLICABLE ONLY TO SERIES 1996-3.)
SECTION 5.01. Distributions. On each Distribution Date, the Paying
-------------
Agent shall distribute (in accordance with the certificate delivered by the
Servicer to the Trustee pursuant to Section 3.04(b)) to each Series 1996-3
Certificateholder of record on the immediately preceding Record Date and the
Collateral Interest Holder (other than as provided in Section 2.04(e) or Section
12.03 hereof respecting a final distribution) such Certificateholder's pro rata
--- ----
share (based on the aggregate Undivided Interests represented by Series 1996-3
Certificates held by such Certificateholder and the Collateral Interest Holder)
of amounts on deposit in the Distribution Account as are payable to the Series
1996-3 Certificateholders of such Class pursuant to Sections 4.08 and 4.10
hereof by check mailed to each Certificateholder except that (i) with respect to
Certificates registered in the name of the nominee of a Clearing Agency, such
distribution shall be made in immediately available funds and (ii) with respect
to the Collateral Interest, such distribution shall be made in accordance with
the Loan Agreement.
SECTION 5.02. Monthly Certificateholders' Statement.
-------------------------------------
(a) On or before each Distribution Date, the Paying Agent shall
forward to each Series 1996-3 Certificateholder, the Rating Agency and any
Series 1996-3 Certificate Owner, upon the written request of such Series 1996-3
Certificate Owner, a statement substantially in the form of Exhibit C hereto
prepared by the Servicer setting forth among other things the following
information (which, in the case of subclauses (i), (ii) and (iii) below, shall
be stated on the basis of an original principal amount of $1,000 per Certificate
and, in the case of subclauses (viii) and (ix) shall be stated on an aggregate
basis and on the basis of an original principal amount of $1,000 per
Certificate):
(i) the total amount distributed on such Distribution Date;
41
<PAGE>
(ii) the amount of such distribution, if any, allocable to Certificate
Principal of each Class;
(iii) the amount of such distribution allocable to Certificate Interest
of each Class;
(iv) the amount of Collections of Principal Receivables processed
during (A) the Billing Cycles which ended during the preceding Monthly
Period, (B) the Billing Cycles which ended during the preceding Monthly
Period and on any other Date of Processing during such Monthly Period or
(C) the preceding Monthly Period, as appropriate, and allocated in respect
of the Series 1996-3 Certificates;
(v) the aggregate amount of Principal Receivables, the Investor
Interest, the Class A Investor Interest, the Class B Investor Interest, the
Collateral Interest as a percentage of the aggregate amount of Principal
Receivables in the Trust as of the end of the day on the last day of the
preceding Monthly Period, the Class A Floating Percentage, the Class B
Floating Percentage, the Class B Principal Percentage, the Collateral
Floating Percentage and the Collateral Principal Percentage;
(vi) the aggregate outstanding balance of Accounts which are up to 29,
30-59, 60-89 and 90 or more days delinquent in accordance with the
Servicer's then existing Account Guidelines as of the end of the day on the
last day of,the related Billing Cycle which ended during the preceding
Monthly Period;
(vii) the Aggregate Investor Default Amount, the Class A Investor
Default Amount, the Class B Investor Default Amount and the Collateral
Default Amount, in each case for the preceding Monthly Period;
(viii) the Investor Charge Offs, Class A Charge Offs, Class B Charge
Offs and Collateral Charge Offs for the preceding Monthly Period;
(ix) the Investor Charge Offs, Class A Charge Offs, Class B Charge
Offs and Collateral Charge Offs reimbursed on the Transfer Date immediately
preceding such Distribution Date;
(x) the Investor Monthly Servicing Fee, Class A Monthly Servicing
Fee, Class B Monthly Servicing Fee and Collateral Monthly Servicing Fee for
the preceding Monthly Period;
(xi) the Available Collateral Interest and the Required Collateral
Interest, each as of the close of business on such Distribution Date;
(xii) the aggregate amount of Collections of Finance Charge Receivables
during (A) the Billing Cycles which ended during the preceding Monthly
Period, (B) the Billing Cycles which ended during the preceding Monthly
Period and on any other Date of
42
<PAGE>
Processing during such Monthly Period or (C) the preceding Monthly Period,
as appropriate, and allocated in respect of the Series 1996-3 Certificates;
(xiii) Accumulation Shortfall; and
(xiv) the Pool Factor as of the preceding Record Date.
The Monthly Certificateholders' Statement, the Monthly Payment
Instructions and Notification to the Trustee and the Servicer's Certificate
shall be substantially in the form of Exhibits C, B and D, respectively, hereto,
------------- -
with such changes as the Servicer may determine to be necessary or desirable;
provided, however, that no such change shall serve to exclude information
required by this subsection 5.02(a). The Servicer shall, upon making such
determination, deliver to the Trustee and the Rating Agency an Officer's
Certificate to which shall be annexed the form of such Exhibit, as so changed.
Upon the delivery of such Officer's Certificate to the Trustee, such Exhibit, as
so changed, shall for all purposes of this Agreement constitute such Exhibit.
The Trustee may conclusively rely upon such Officer's Certificate as to such
change conforming to the requirements of this Agreement.
(b) Annual Certificateholders' Tax Statement. On or before January
----------------------------------------
31 of each calendar year, beginning with calendar year 1997, the Servicer shall
furnish to the Paying Agent, who shall distribute to each Person who at any time
during the preceding calendar year was a Series 1996-3 Certificateholder, a
statement prepared by the Servicer containing the information required to be
contained in the regular monthly report to Series 1996-3 Certificateholders, as
set forth in subclauses (i), (ii) and (iii) above, aggregated for such calendar
year or the applicable portion thereof during which such Person was a Series
1996-3 Certificateholder, together with such other customary information
(consistent with the treatment of the Certificates as debt) as the Trustee or
the Servicer deems necessary or desirable to enable the Series 1996-3
Certificateholders to prepare their tax returns. Such obligations of the Paying
Agent 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.
SECTION 9. Series 1996-3 Pay Out Events. If any one of the following
----------------------------
events shall occur during the Revolving Period or the Controlled Accumulation
Period with respect to the Series 1996-3 Certificates:
(a) failure on the part of the Seller or the Holder of the
Exchangeable Seller Certificate (i) to make any payment or deposit required
by the terms of (A) the Agreement relating to the Series 1996-3
Certificates, or (B) this Series Supplement, on or before the date
occurring five days after the date such payment or deposit is required to
be made herein or (ii) duly to observe or perform in any material respect
any covenants or agreements of the Seller set forth in the Agreement, which
failure has a material adverse effect on the Series 1996-3
Certificateholders 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 Seller by the Trustee, or to
the Seller and the Trustee by the Enhancement Provider or the Holders of
Series
43
<PAGE>
1996-3 Certificates evidencing Undivided Interests aggregating not less
than 50% of the Investor Interest of this Series 1996-3, and continues to
affect materially and adversely the interests of the Series 1996-3
Certificateholders for such period;
(b) any representation or warranty made by the Seller in the
Agreement, including this Series Supplement, or any information contained
in a computer file or microfiche list required to be delivered by the
Seller pursuant to Section 2.01, 2.06 or 3.04(c), (i) 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 Seller by the Trustee, or to
the Seller and the Trustee by the Enhancement Provider or the Holders of
the Series 1996-3 Certificates evidencing Undivided Interests aggregating
not less than 50% of the Investor Interest of this Series 1996-3, and (ii)
as a result of which the interests of the Series 1996-3 Certificateholders
are materially and adversely affected and continue to be materially and
adversely affected for such period; provided, however, that a Series 1996-3
Pay Out Event pursuant to this subsection 9.01(b) shall not be deemed to
have occurred hereunder if the Seller has accepted reassignment of the
related Receivable, or all of such Receivables, if applicable, during such
period in accordance with the provisions hereof;
(c) the Portfolio Yield averaged for any three consecutive Monthly
Periods is reduced to a rate which is less than the Base Rate averaged over
the same three Monthly Periods;
(d) the Seller shall fail to convey Receivables arising under
Additional Accounts to the Trust, as required by subsection 2.06(a) of the
Agreement; or
(e) any Servicer Default shall occur which would have a material
adverse effect on the Holders of the Series 1996-3 Certificates; or
(f) the Class A Investor Interest shall not be paid in full on the
Class A Scheduled Payment Date or the Class B Investor Interest shall not
be paid in full on the Class B Scheduled Payment Date;
then, in the case of any event described in subparagraph (a), (b) or (e), after
the applicable grace period set forth in such subparagraphs, either the Trustee
or the Holders of Series 1996-3 Certificates evidencing Undivided Interests
aggregating more than 50% of the Investor Interest of this Series by notice then
given in writing to the Seller and the Servicer (and to the Trustee if given by
the Certificateholders) may declare that a pay out event (a "Series 1996-3 Pay
-----------------
Out Event") has occurred and shall be deemed to have occurred as of the date of
- ---------
such notice, and in the case of any event described in subparagraphs (c), (d) or
(f), a Series 1996-3 Pay Out Event shall occur without any notice or other
action on the part of the Trustee, the Enhancement Provider or the Series 1996-3
Certificateholders immediately upon the occurrence of such event.
44
<PAGE>
SECTION 10. Series 1996-3 Termination.
-------------------------
In the event that the final distribution of principal and interest to
the Series 1996-3 Certificateholders has not occurred before the Distribution
Date occurring in the second month preceding the month in which the Scheduled
Series 1996-3 Termination Date occurs (the "Extension Date"), the right of
--------------
Series 1996-3 Certificateholders to receive payments from the Trust may, by vote
of the Holders of Series 1996-3 Certificates evidencing Undivided Interests
aggregating not less than 66 2/3% of the Investor Interest of any Class of this
Series prior to the Transfer Date in the month immediately preceding the month
in which the Scheduled Series 1996-3 Termination Date occurs, be extended until
the earlier of (i) the February 2005 Distribution Date or (ii) the day after the
Distribution Date following the date on which funds shall have been deposited in
the Distribution Account sufficient to pay the Investor Interest plus Series
1996-3 Certificate interest accrued through and including the last day of the
month preceding the month in which such Distribution Date occurs (the "Series
------
1996-3 Final Termination Date"). The Trustee shall notify the Series 1996-3
- -----------------------------
Certificateholders, by notice given by first-class mail to such Series 1996-3
Certificateholders at their addresses as they appear on the Certificate
Register, no later than the Extension Date, that: (i) unless the requisite
percentage of Holders of Series 1996-3 Certificates as of the Record Date
immediately succeeding the Extension Date vote to extend the right of the Series
1996-3 Certificateholders to receive payments from the Trust until the Final
Series 1996-3 Termination Date prior to the Transfer Date in the month
immediately preceding the month in which the Scheduled Series 1996-3 Termination
Date occurs, the right of the Series 1996-3 Certificateholders from the Trust
will terminate on the Scheduled Series 1996-3 Termination Date; and (ii) (unless
the Rating Agency notifies the Trustee to the contrary prior to such Record
Date) that the ratings assigned to the Series 1996-3 Certificates by the Rating
Agency will be withdrawn on the Scheduled Series 1996-3 Termination Date. In
the event that the Series 1996-3 Certificateholders of any Class vote to extend
the right of the Series 1996-3 Certificateholders to receive payments from the
Trust, the Servicer shall continue to collect payments on the Receivables and
apply such Collections as provided in Article IV, and the Series 1996-3
Certificates of each Class shall be treated as a single Class of Class A
Certificates for all purposes of this Series Supplement except that the interest
rate for each Class shall continue to be the respective rate provided herein for
such Class.
SECTION 11. Ratification and Reaffirmation of Pooling and Servicing
-------------------------------------------------------
Agreement. As supplemented by this Series Supplement, the Agreement is in all
- ---------
respects ratified and confirmed and the Agreement as so supplemented by this
Series Supplement shall be read, taken, and construed as one and the same
instrument.
SECTION 12. Ratification and Reaffirmation of Representations and
-----------------------------------------------------
Warranties. Except as otherwise provided in the Agreement, each of the Seller,
- ----------
the Servicer and the Trustee hereby ratify and reaffirm its representations and
warranties contained in the Agreement as follows: (a) with respect to the
Seller, the representations and warranties contained in (i) Section 2.03, (ii)
Section 2.04(a) (with respect to the Agreement as supplemented by this Series
Supplement) and (iii) Section 2.04(b), (b) with respect to the Servicer, the
representations and warranties contained in Section 3.03 of the Agreement and
(c) with respect to the Trustee, the
45
<PAGE>
representations and warranties contained in Section 11.15 of the Agreement, as
though such representations and warranties were made by such party at and as of
the Closing Date.
SECTION 13. Rights Under Section 9.02. With respect to Series 1996-3
-------------------------
and any subsequently issued Series and the reference in Section 9.02(a) of the
Agreement to "instructions of Holders of Investor Certificates evidencing more
than 50% of the investor interest of any Series (or, with respect to any Series
with two or more Classes, 50% of any Class)", neither the Series 1996-3
Certificateholders nor any Class thereof shall be deemed to have given such
instructions unless Holders of not less than 50% of the Investor Interest of
Series 1996-3 and each Class thereof together with Holders of not less than 50%
of the investor interest of each other Series issued subsequent to January 1,
1995 and each Class thereof give such instructions.
SECTION 14. No Subordination. Notwithstanding the provisions
----------------
contained in Section 13.01 to the contrary, the Agreement may also be amended
from time to time by the Servicer, the Seller and the Trustee with the consent
of (a) the Holders of Series 1996-3 Certificates evidencing Undivided Interests
aggregating not less than 100% of the Class A Investor Interest and the Class B
Investor Interest and (b) the Collateral Interest Holder, for the purpose of (i)
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Series Supplement or (ii) modifying in any manner the rights
of the Investor Certificateholders which would, in either case, result in the
subordination of the rights of the Series 1996-3 Certificateholders or the
Collateral Interest Holder to the rights of the Holders of any other Series.
SECTION 15. Repurchase of the Series 1996-3 Certificates. In the
--------------------------------------------
event of a breach of any of the representations and warranties set forth in
Section 12(a)(ii) of this Series Supplement, either the Trustee, or the Holders
of Series 1996-3 Certificates evidencing Undivided Interests aggregating more
than 50% of the Investor Interest, by notice then given in writing to the Seller
(and to the Trustee and the Servicer, if given by the Series 1996-3
Certificateholders), may direct the Seller to repurchase the Series 1996-3
Certificates within 60 days of such notice, or within such longer period as may
be specified in such notice, which period shall not exceed 120 days), and the
Seller shall be obligated to repurchase on a Distribution Date specified by the
Seller (such Distribution Date, the "Repurchase Date") occurring within such
---------------
applicable period on the terms and conditions set forth below; provided,
however, that no such repurchase shall be required to be made if, at any time
during such applicable period, the representations and warranties contained in
Section 12(a)(ii) hereof, shall then be true and correct in all material
respects. The Seller shall deposit on the Transfer Date (in New York Clearing
House, next day funds) immediately preceding such Repurchase Date, an amount
equal to the reassignment deposit amount for such Certificates in the
Distribution Account, for distribution to the Series 1996-3 Certificateholders
pursuant to Article XII of the Agreement and Section 10 hereof. The
reassignment deposit amount for such reassignment shall be equal to (i) the
Investor Interest at the end of the day on the last day of the Monthly Period
preceding the Repurchase Date, less the amount on deposit in the Principal
Account which will be transferred to the Distribution Account on the related
Transfer Date, (ii) an amount equal to all interest accrued but unpaid on the
Series 1996-3 Certificates at the applicable rates through the end of the
Interest Period in which such Transfer Date occurs and all other amounts then
46
<PAGE>
owing to the Collateral Interest Holder, less the amount on deposit in the
Finance Charge Account which will be transferred to the Distribution Account on
the related Transfer Date, and (iii) any amounts owing by Chase USA pursuant to
the Loan Agreement. Payment of the portion of the reassignment deposit amount
and the deposit of the amounts referred to in the second portion of clause (i)
and in clause (ii) of the preceding sentence into the Distribution Account,
shall be considered a prepayment in full of the Series 1996-3 Certificates. The
Series 1996-3 Termination Date shall be deemed to have occurred on the
Repurchase Date as long as such amount was deposited in full into the
Distribution Account on such Transfer Date; provided, however, that any amounts
owing by Chase USA pursuant to the Loan Agreement shall not be deposited into
the Distribution Account, and shall be paid to the Collateral Interest Holder
for application in accordance with the terms of the Loan Agreement. If the
Trustee or the Series 1996-3 Certificateholders give notice directing the Seller
to repurchase the Series 1996-3 Certificates as provided above, the obligation
of the Seller to repurchase the Series 1996-3 Certificates and to pay the
repurchase deposit amount pursuant to this Section 15 shall constitute the sole
remedy respecting a breach of the representations and warranties contained in
Section 12(a)(ii) available to the Series 1996-3 Certificateholders or the
Trustee on behalf of the Series 1996-3 Certificateholders.
SECTION 16. Counterparts. This Series Supplement may be executed in
------------
any number of counterparts, each of which so executed shall be deemed to be an
original, but all of such counterparts shall together constitute but one and the
same instrument.
SECTION 17. Additional Covenants of the Trustee. The Trustee hereby
-----------------------------------
covenants that it will not execute any amendment to the Loan Agreement which
relates to (i) any right or obligation of the Trust or the Trustee under the
Loan Agreement, (ii) any provision of the Loan Agreement relating to the
nonrecourse nature of the Loan Agreement, or (iii) any provision of the Loan
Agreement which constitutes an agreement by the Agent or a Collateral Interest
Holder not to institute bankruptcy or similar proceedings against the Trust or
(iv) any provision of the Loan Agreement which requires the consent of the
Trustee to any amendment or waiver of the terms thereof, unless it has received
a notice from Standard & Poor's and Moody's that such amendment will not result
in the reduction or withdrawal of their respective then existing ratings of the
Series 1996-3 Certificates.
SECTION 18. Third-Party Beneficiaries. The Agreement and this Series
-------------------------
Supplement will inure to the benefit of the Collateral Interest Holder. Without
limiting the generality of the foregoing, all covenants and agreements in the
Agreement which expressly confer rights upon the Collateral Interest Holder
shall be for the benefit of and run directly to the Collateral Interest Holder,
and the Collateral Interest Holder shall be entitled to rely on and enforce such
covenants to the same extent as if it were a party to the Agreement hereto.
SECTION 19. Series 1996-3 Investor Exchange. Pursuant to subsection
-------------------------------
6.09(b), the Series 1996-3 Certificateholders may tender their Series 1996-3
Certificates, and the Holder of the Exchangeable Seller Certificate may tender
the Exchangeable Seller Certificate, in exchange for (i) one or more newly
issued Series of Investor Certificates and (ii) a reissued Exchangeable Seller
Certificate in accordance with the terms and conditions contained in a notice of
exchange delivered to the Series 1996-3 Certificateholders. Such notice of
exchange will
47
<PAGE>
specify, among other things: (a) the amount of Series 1996-3 Certificates of
each Class that may be tendered, (b) the Certificate Rate or Rates with respect
to the new Series, (c) the term of the Series and the terms and amount of each
Class, if any, (d) the method of computing the investor percentage, (e) the
manner of Enhancement, if any, with respect to such Series and (f) the time and
the manner in which the tender and cancellation of the Series 1996-3
Certificates and the issuance of the new Series of Certificates will be
effectuated. Upon satisfaction of the conditions contained in subsections
6.09(b) and 6.09(c), and the receipt by the Trustee of the exchange notice and
the related Supplement, the Trustee shall cancel the existing Exchangeable
Seller Certificate and the applicable Series 1996-3 Certificates, and shall
issue such Series of Investor Certificates and a new Exchangeable Seller
Certificate, each dated the Exchange Date.
SECTION 20. Servicing Compensation. The Monthly Investor Servicing
----------------------
Fee shall be determined by the Servicer on each Determination Date and allocated
pro rata by the Servicer on each such date to the Class A Certificates, the
- --- ----
Class B Certificates and the Collateral Interest based upon the Class A Floating
Percentage (the "Class A Servicing Fee"), the Class B Floating Percentage (the
---------------------
"Class B Servicing Fee") and the Collateral Floating Percentage (the "Collateral
--------------------- ----------
Interest Servicing Fee"), respectively.
- ----------------------
SECTION 21. Governing Law. THIS SERIES SUPPLEMENT SHALL BE CONSTRUED
-------------
IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, 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 22. Notices. Notices which are required to be given
-------
hereunder to the Collateral Interest Holder be given in the manner specified in
Section 13.05 of the Agreement to the Agent at its address specified in the Loan
Agreement, or at such other address as the Agent may direct in writing.
48
<PAGE>
IN WITNESS WHEREOF, the Seller the Servicer and the Trustee have
caused this Series Supplement to be duly executed by their respective officers
as of the day and year first above written.
THE CHASE MANHATTAN BANK (USA),
as Seller and as Servicer
By: /s/ Keith Schuck
------------------------
Name: Keith Schuck
Title: Vice President
YASUDA BANK AND TRUST COMPANY (U.S.A.),
as Trustee
By: /s/ Anthony A Bocchino
------------------------
Name: Anthony Bocchino
Title: Vice President
<PAGE>
EXHIBIT A-1
-----------
FORM OF CLASS A CERTIFICATE
---------------------------
No. R-A-[_] $[_________]
CUSIP No. 161 612 AM8
Chase Manhattan Credit Card Master Trust
Class A 7.04% Asset Backed Certificate, Series 1996-3
Each $1,000 minimum denomination represents
-------------------------------------------
1/957,220 of the Class A Investor Interest
------------------------------------------
Evidencing an undivided interest in certain assets of a trust, the corpus of
which consists of a portfolio of selected VISA* and MasterCard* credit card
receivables generated or to be generated by The Chase Manhattan Bank (USA).
(Not an interest in or obligation of
The Chase Manhattan Bank (USA)
or any Affiliate thereof.)
UNLESS THIS CLASS A CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CHASE
MANHATTAN BANK (USA) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CLASS A CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS 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 SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
This certifies that CEDE & CO. (the "Class A Certificateholder") is
the registered owner of an undivided interest in certain assets of a trust (the
"Trust"), the corpus of which consists of a portfolio of receivables (the
"Receivables") now existing or hereafter created under selected VISA and
MasterCard credit card accounts (the "Accounts") of The Chase Manhattan Bank
(USA), a banking corporation organized under the laws of the State of Delaware,
all monies due or to become due in payment of the Receivables and certain other
assets and interests included in the Trust pursuant to a Pooling and Servicing
Agreement dated as of June 1, 1991
- --------------------------------------
*VISA and MasterCard are registered trademarks of VISA USA, Inc., and MasterCard
International Incorporated, respectively.
<PAGE>
and the Series 1996-3 Supplement thereto dated as of June 1, 1996 (collectively,
the "Agreement"), by and between The Chase Manhattan Bank (USA), as Seller and
Servicer, and Yasuda Bank and Trust Company (U.S.A.), as Trustee (the
"Trustee").
The Seller has structured the Agreement and the Series 1996-3
Certificates with the intention that the Series 1996-3 Certificates will qualify
under applicable tax law as indebtedness. Each Series 1996-3 Certificateholder
(or Series 1996-3 Certificate Owner) by acceptance of its Certificate (or, in
the case of a Series 1996-3 Certificate Owner, by virtue of such Series 1996-3
Certificate Owner's acquisition of a beneficial interest therein), agrees to
treat the Series 1996-3 Certificates consistently with, and to take no action
inconsistent with, the treatment of the Series 1996-3 Certificates (or
beneficial interest therein) for purposes of federal, state, local and foreign
income or franchise taxes and any other tax imposed on or measured by income, as
indebtedness.
To the extent not defined herein, capitalized terms used herein have
the meanings assigned in the Agreement. This Class A Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement, as amended from time to time, the Class A Certificateholder
by virtue of the acceptance hereof assents and by which the Class A
Certificateholder is bound.
THE AGREEMENT AND THE CLASS A CERTIFICATES CREATED THEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE 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.
The assets of the Trust in which this Class A Certificate represents
an interest consist of (i)(a) the Receivables now existing and hereafter created
and arising in connection with the Accounts, (b) all monies due or to become due
with respect thereto (including all Finance Charge Receivables), (c) all
proceeds (as defined in Section 9-306 of the UCC as in effect in the State of
Delaware) of such Receivables and Insurance Proceeds relating thereto, (d)
Recoveries relating thereto and (e) Interchange allocable to the Trust pursuant
to Section 2.05(k) of the Agreement, and (ii) such funds as from time to time
are deposited in the Collection Account, the Investor Accounts and the Principal
Account. This Class A Certificate is one of a series of Certificates entitled
"Chase Manhattan Credit Card Master Trust Class A 7.04% Asset Backed
Certificates, Series 1996-3" (the "Class A Certificates"), each of which
represents an undivided interest in certain assets of the Trust, including the
right to receive Collections allocable to the Class A Certificates and other
amounts at the times and in the amounts specified in the Agreement to be
deposited in the Finance Charge Account, the Principal Account and the
Distribution Account.
Also issued under the Agreement are the "Chase Manhattan Credit Card
Master Trust Class B 7.21% Asset-Backed Certificates, Series 1996-3" (the "Class
B Certificates"), which represent an undivided interest in the Trust subordinate
to the Class A Certificates, and the "Chase Manhattan Credit Card Master Trust
Collateral Interest, Series 1996-3" (the "Collateral Interest" and, collectively
with the Class A Certificates and the Class B Certificates,
A-1-2
<PAGE>
the "Series 1996-3 Investor Certificates"), which represents an undivided
interest in the Trust that is subordinate to the Class A Certificates and Class
B Certificates. The aggregate interest represented by the Class A Certificates
a-1-and the Class B Certificates at any time in the Principal Receivables in the
Trust shall not exceed an amount equal to the Class A Investor Interest and
Class B Investor Interest, respectively, at such time. The initial Class A
Investor Interest is $957,220,000 as of June 19, 1996 (the "Closing Date"). The
Initial Class B Investor Interest is $42,780,000 as of the Closing Date. The
Collateral Initial Interest is $69,519,786.10 as of the Closing Date. The Class
A Investor Interest on any date of determination will be an amount (not less
than zero) equal to (a) the Initial Class A Investor Interest, minus (b) the
-----
aggregate amount of principal payments made to the Class A Certificateholders on
or prior to such date, minus (c) the excess, if any, of the aggregate amount of
-----
Class A Investor Charge-Offs for all prior Distribution Dates over Class A
----
Investor Charge-Offs reimbursed prior to such date of determination minus (d)
-----
the principal amount of Class A Certificates previously tendered and exchanged
pursuant to an Investor Exchange.
In addition to the Certificates, an Exchangeable Seller Certificate
will be issued to the Seller pursuant to the Agreement, and other Series of
Certificates may from time to time be issued by the Trust, which will represent
an undivided interest in the Trust. The Exchangeable Seller Certificate will
represent the interest in the Principal Receivables not represented by the
Series 1996-3 Certificates or any other Series of Certificates.
Interest will accrue on the Class A Certificate with respect to each
Interest Period, at the rate of 7.04% per annum, as more specifically set forth
in the Agreement (the "Class A Certificate Rate"), and will be distributed
monthly on the 15th day of each month (or, if such day is not a Business Day, on
the next Business Day) (each, a "Distribution Date"), commencing July 15, 1996,
to the Class A Certificateholders of record as of the last day of the month
preceding the related Distribution Date (the "Record Date").
In general, as set forth in the Agreement, payments of principal with
respect to the Class A Certificates will be limited to the Class A Investor
Interest, which may be less than the unpaid principal balance of the Class A
Certificates. The final principal payment with respect to the Class A
Certificates is scheduled to be made on the May 2001 Distribution Date, but the
final principal payment may be made earlier or later under certain circumstances
set forth in the Agreement.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER OR THE SERVICER, AND NEITHER THE CERTIFICATES NOR THE ACCOUNTS OR
RECEIVABLES ARE INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. THIS CERTIFICATE IS LIMITED IN
RIGHT OF PAYMENT TO CERTAIN COLLECTIONS RESPECTING THE RECEIVABLES, ALL AS MORE
SPECIFICALLY SET FORTH HEREINABOVE AND IN THE AGREEMENT.
As provided in the Agreement, withdrawals from the Investor Accounts
may be made upon the instructions of the Servicer from time to time for purposes
other than distributions to Certificateholders.
A-1-3
<PAGE>
The Agreement permits, with certain exceptions, the amendment thereof
and the modification of the rights and obligations of the Servicer and the
rights of the Investor Certificateholders under the Agreement at any time by the
Servicer, the Seller and the Trustee in certain cases with the consent of the
holders of record of Investor Certificates evidencing undivided interests
aggregating not less than 66 2/3% of the Investor Interest of each outstanding
Series adversely affected by such amendment; provided, however, that no such
amendment shall (a) reduce in any manner the amount of, or delay the timing of,
distributions which are required to be made on any Investor Certificate, (b)
change the definition of or the manner of calculating the Investor Interest, the
Investor Percentage, or the Investor Default Amount or (c) reduce the aforesaid
percentage required to consent to any such amendment, without the consent of
each Investor Certificateholder then of record. Any such amendment and any such
consent by the holder of record of this Certificate shall be conclusive and
binding on such Certificateholder and on any Certificate issued in exchange
hereof or in lieu hereof whether or not notation thereof is made upon this
Certificate.
The transfer of this Certificate shall be registered in the
Certificate Register upon surrender of this Certificate for registration of
transfer at any office or agency maintained by the Transfer Agent and Registrar
accompanied by a written instrument of transfer in a form satisfactory to the
Trustee and the Transfer Agent and Registrar duly executed by the
Certificateholder or such Certificateholder's attorney-in-fact duly authorized
in writing, and thereupon one or more new Certificates of authorized
denominations and for the same aggregate Undivided Interests will be issued to
the designated transferee or transferees.
As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates evidencing
like aggregate Fractional Undivided Interests, as requested by the
Certificateholder surrendering such 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 Servicer, the Trustee, the Paying Agent and the Transfer Agent and
Registrar, and any agent of any of them, may treat the person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Servicer, the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor
any agent of any of them or of any such agent shall be affected by notice to the
contrary except in certain circumstances described in the Agreement.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
A-1-4
<PAGE>
IN WITNESS WHEREOF, The Chase Manhattan Bank (USA) has caused this
Certificate to be executed by its duly authorized officer.
THE CHASE MANHATTAN BANK (USA)
By:
--------------------------
Dated: June 19, 1996
A-1-5
<PAGE>
Form of Trustee's Certificate of Authentication
-----------------------------------------------
This is one of the Class A Certificates referred to in the within-
mentioned Agreement.
Yasuda Bank and Trust Company (U.S.A.),
as Trustee
By:
---------------------------------------
Authorized Officer
A-1-6
<PAGE>
EXHIBIT A-2
-----------
FORM OF CLASS B CERTIFICATE
---------------------------
No. R-B-[_] $[________]
CUSIP No. 161 612 AN6
Chase Manhattan Credit Card Master Trust
Class B 7.21% Asset Backed Certificate, Series 1996-3
Each $1,000 minimum denomination represents
-------------------------------------------
1/42,780 of the Class B Investor Interest
-----------------------------------------
Evidencing an undivided interest in certain assets of a trust, the corpus of
which consists of a portfolio of selected VISA* and MasterCard* credit card
receivables generated or to be generated by The Chase Manhattan Bank (USA).
(Not an interest in or obligation of
The Chase Manhattan Bank (USA)
or any Affiliate thereof.)
THIS CLASS B CERTIFICATE IS SUBORDINATED IN CERTAIN RIGHTS OF PAYMENT TO THE
CLASS A CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
UNLESS THIS CLASS B CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CHASE
MANHATTAN BANK (USA) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CLASS B CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS 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 SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
This certifies that CEDE & CO. (the "Class B Certificateholder") is
the registered owner of an undivided interest in certain assets of a trust (the
"Trust"), the corpus of which consists of a portfolio of receivables (the
"Receivables") now existing or hereafter created under
- --------------------------------------
*VISA and MasterCard are registered trademarks of VISA USA, Inc., and MasterCard
International Incorporated, respectively.
<PAGE>
selected VISA and MasterCard credit card accounts (the "Accounts") of The Chase
Manhattan Bank (USA), a banking corporation organized under the laws of the
State of Delaware, all monies due or to become due in payment of the
Receivables, and certain other assets and interests included in the Trust
pursuant to a Pooling and Servicing Agreement dated as of June 1, 1991 and the
Series 1996-3 Supplement thereto dated as of June 1, 1996 (collectively, the
"Agreement"), by and between The Chase Manhattan Bank (USA), as Seller and
Servicer, and Yasuda Bank and Trust Company (U.S.A.), as Trustee (the
"Trustee").
The Seller has structured the Agreement and the Series 1996-3
Certificates with the intention that the Series 1996-3 Certificates will qualify
under applicable tax law as indebtedness. Each Series 1996-3 Certificateholder
(or Series 1996-3 Certificate Owner) by acceptance of its Certificate (or, in
the case of a Series 1996-3 Certificate Owner, by virtue of such Series 1996-3
Certificate Owner's acquisition of a beneficial interest therein), agrees to
treat the Series 1996-3 Certificates consistently with, and to take no action
inconsistent with, the treatment of the Series 1996-3 Certificates (or
beneficial interest therein) for purposes of federal, state, local and foreign
income or franchise taxes and any other tax imposed on or measured by income, as
indebtedness.
To the extent not defined herein, capitalized terms used herein have
the meanings assigned in the Agreement. This Class B Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement, as amended from time to time, the Class B Certificateholder
by virtue of the acceptance hereof assents and by which the Class B
Certificateholder is bound.
THE AGREEMENT AND THE CLASS B CERTIFICATES CREATED THEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE 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.
The assets of the Trust in which this Class B Certificate represents
an interest consist of (i)(a) the Receivables now existing and hereafter created
and arising in connection with the Accounts, (b) all monies due or to become due
with respect thereto (including all Finance Charge Receivables), (c) all
proceeds (as defined in Section 9-306 of the UCC as in effect in the State of
Delaware) of such Receivables and Insurance Proceeds relating thereto, (d)
Recoveries relating thereto and (e) Interchange allocable to the Trust pursuant
to Section 2.05(k) of the Agreement, and (ii) such funds as from time to time
are deposited in the Collection Account, the Investor Accounts and the Principal
Account. This Class B Certificate is one of a series of Certificates entitled
"Chase Manhattan Credit Card Master Trust Class B 7.21% Asset Backed
Certificates, Series 1996-3" (the "Class B Certificates"), each of which
represents an undivided interest in certain assets of the Trust, including the
right to receive Collections allocable to the Class B Certificates and other
amounts at the times and in the amounts specified in the Agreement to be
deposited in the Finance Charge Account, the Principal Account and the
Distribution Account.
A-2-2
<PAGE>
Also issued under the Agreement are the "Chase Manhattan Credit Card
Class A 7.04% Asset-Backed Certificates, Series 1996-3" (the "Class A
Certificates"), which represent an undivided interest in the Trust senior to the
Class B Certificates, and the "Chase Manhattan Credit Card Master Trust
Collateral Interest, Series 1996-3" (the "Collateral Interest" and, collectively
with the Class A Certificates and the Class B Certificates, the "Series 1996-3
Investor Certificates"), which represents an undivided interest in the Trust
subordinate to the Class A Certificates and Class B Certificates. The aggregate
interest represented by the Class A Certificates and the Class B Certificates at
any time in the Principal Receivables in the Trust shall not exceed an amount
equal to the Class A Investor Interest and Class B Investor Interest,
respectively, at such time. The Initial Class A Investor Interest is
$957,220,000 as of June 19, 1996 (the "Closing Date"). The Initial Class B
Investor Interest is $42,780,000 as of the Closing Date. The Collateral Initial
Interest is $69,519,786.10 as of the Closing Date. The Class B Investor
Interest on any date of determination will be an amount (not less than zero)
equal to (a) the Initial Class B Investor Interest, minus (b) the aggregate
-----
amount of principal payments made to the Class B Certificateholders prior to
such date, minus (c) the aggregate amount of Class B Investor Charge-Offs for
-----
all prior Transfer Dates, minus (d) the amount of Reallocated Class B Principal
-----
Collections allocated on all prior Transfer Dates, minus (e) an amount equal to
-----
the amount by which the Class B Investor Interest has been reduced to cover the
Class A Investor Default Amount on all prior Transfer Dates, plus (f) the amount
----
of Excess Spread and Excess Finance Charge Collections allocated and available
on all prior Transfer Dates for the purpose of reimbursing amounts deducted
pursuant to the forgoing clauses (c), (d) and (e), minus (g) the principal
-----
amount of Class B Certificates previously tendered and exchanged pursuant to an
Investor Exchange.
In addition to the Certificates, an Exchangeable Seller Certificate
will be issued to the Seller pursuant to the Agreement, and other Series of
certificates may from time to time be issued by the Trust, which will represent
an undivided interest in the Trust. The Exchangeable Seller Certificate will
represent the interest in the Principal Receivables not represented by the
Series 1996-3 Certificates or any other Series of certificates.
Interest will accrue on the Class B Certificates with respect to each
Interest Period, at the rate of 7.21% per annum, as more specifically set forth
in the Agreement (the "Class B Certificate Rate"), and will be distributed
monthly on the 15th day of each month (or, if such day is not a Business Day, on
the next Business Day) (each, a "Distribution Date"), commencing July 15, 1996
to the Class B Certificateholders of record as of the last day of the month
preceding the related Distribution Date (the "Record Date").
In general, as set forth in the Agreement, payments of principal with
respect to the Class B Certificates will be limited to the Class B Investor
Interest, which may be less than the unpaid principal balance of the Class B
Certificates. The final principal payment with respect to the Class B
Certificates is scheduled to be made on the June 2001 Distribution Date, but the
final principal payment may be made earlier or later under certain circumstances
set forth in the Agreement.
The Class B Certificates will be subordinated to the Class A
Certificates as to priority of payment and otherwise, to the extent provided in
the Agreement. In certain
A-2-3
<PAGE>
circumstances, funds otherwise payable to Class B Certificateholders could be
reallocated to make payments on the Class A Certificates and charge-offs
otherwise allocable to the Class A Certificates could be reallocated to the
Class B Certificates, resulting in a reduced Class B Investor Interest.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER OR THE SERVICER, AND NEITHER THE CERTIFICATES NOR THE ACCOUNTS OR
RECEIVABLES ARE INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. THIS CERTIFICATE IS LIMITED IN
RIGHT OF PAYMENT TO CERTAIN COLLECTIONS RESPECTING THE RECEIVABLES, ALL AS MORE
SPECIFICALLY SET FORTH HEREINABOVE AND IN THE AGREEMENT.
As provided in the Agreement, withdrawals from the Investor Accounts
may be made upon the instructions of the Servicer from time to time for purposes
other than distributions to Certificateholders.
The Agreement permits, with certain exceptions, the amendment thereof
and the modification of the rights and obligations of the Servicer and the
rights of the Investor Certificateholders under the Agreement at any time by the
Servicer, the Seller and the Trustee in certain cases with the consent of the
holders of record of Investor Certificates evidencing undivided interests
aggregating not less than 66 2/3% of the Investor Interest of each outstanding
Series adversely affected by such amendment; provided, however, that no such
amendment shall (a) reduce in any manner the amount of, or delay the timing of,
distributions which are required to be made on any Investor Certificate,
(b) change the definition of or the manner of calculating the Investor Interest,
the Investor Percentage, or the Investor Default Amount or (c) reduce the
aforesaid percentage required to consent to any such amendment, without the
consent of each Investor Certificateholder then of record. Any such amendment
and any such consent by the holder of record of this Certificate shall be
conclusive and binding on such Certificateholder and on any Certificate issued
in exchange hereof or in lieu hereof whether or not notation thereof is made
upon this Certificate.
The transfer of this Certificate shall be registered in the
Certificate Register upon surrender of this Certificate for registration of
transfer at any office or agency maintained by the Transfer Agent and Registrar
accompanied by a written instrument of transfer in a form satisfactory to the
Trustee and the Transfer Agent and Registrar duly executed by the
Certificateholder or such Certificateholder's attorney-in-fact duly authorized
in writing, and thereupon one or more new Certificates of authorized
denominations and for the same aggregate Undivided Interests will be issued to
the designated transferee or transferees.
As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates evidencing
like aggregate Fractional Undivided Interests, as requested by the
Certificateholder surrendering such 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.
A-2-4
<PAGE>
The Servicer, the Trustee, the Paying Agent and the Transfer Agent and
Registrar, and any agent of any of them, may treat the person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Servicer, the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor
any agent of any of them or of any such agent shall be affected by notice to the
contrary except in certain circumstances described in the Agreement.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
A-2-5
<PAGE>
IN WITNESS WHEREOF, The Chase Manhattan Bank (USA) has caused this
Certificate to be executed by its duly authorized officer.
THE CHASE MANHATTAN BANK (USA)
By:
--------------------------
Dated: June 19, 1996
A-2-6
<PAGE>
Form of Trustee's Certificate of Authentication
-----------------------------------------------
This is one of the Class B Certificates referred to in the within-
mentioned Agreement.
Yasuda Bank and Trust Company (U.S.A.),
as Trustee
By:
------------------------------------
Authorized Officer
A-2-7
<PAGE>
EXHIBIT B
---------
FORM OF MONTHLY PAYMENT INSTRUCTIONS
AND NOTIFICATION TO THE TRUSTEE
___________________________________
THE CHASE MANHATTAN BANK (USA)
___________________________________
Chase Manhattan Credit Card Master Trust
Series 1996-3
____________________________________
Capitalized terms used in this Certificate have their respective
meanings set forth in the Pooling and Servicing Agreement, dated as of June 1,
1991, and the Series 1996-3 Supplement, dated as of June 1, 1996 (together, the
"Agreement"), by and between The Chase Manhattan Bank (USA) ("Chase"), as
Servicer, and Yasuda Bank and Trust Company (U.S.A.), as trustee (the
"Trustee"); provided, that the "preceding Monthly Period" shall mean the Monthly
Period immediately preceding the calendar month in which this Certificate is
delivered. References herein to certain sections and subsections are references
to the respective sections and subsections of the Agreement. This Certificate
is delivered pursuant to the terms of the Agreement.
The undersigned, a duly authorized representative of the Servicer does
hereby certify as follows:
1) Chase is the Servicer under the Agreement.
2) The undersigned is a Servicing Officer.
3) The date of this notice is __________, _____, which is a
Determination Date under the Agreement.
I. INSTRUCTION TO MAKE A WITHDRAWAL
--------------------------------
Pursuant to Section 4.08, the Servicer does hereby instruct the
Trustee to apply, on __________, ____, which date is a Transfer Date under the
Agreement, Class A Available Funds, Class B Available Funds, Collateral
Available Funds from the Finance Charge Account and Available Principal Funds
from the Principal Account [and the Principal Funding Account] to make the
following distributions:
B-1
<PAGE>
<TABLE>
<S> <C>
A) To the Distribution Account for payment to the Class A
------------------------------------------------------
Certificateholders Pursuant to Subsection 4.08(a)(i):
----------------------------------------------------
(1) Class A Monthly Interest for the related Distribution
Date..................................................... $_______
(2) Class A Monthly Interest accrued but not paid........... $_______
(3) Class A Additional Interest.............................. $_______
(4) Class A Additional Interest accrued but not paid......... $_______
B) To the Servicer, Pursuant to Subsection 4.08(a)(ii). If neither
---------------------------------------------------
Chase USA, nor any Affiliate thereof, is the Servicer:
(1) The Class A Servicing Fee for the preceding Monthly
Period................................................... $_______
(2) Class A Servicing Fees previously due but not
distributed.............................................. $_______
C) To the Principal Account, Pursuant to Subsection 4.08(a)(iii):
-------------------------------------------------------------
(1) Class A Investor Default Amount for the preceding Monthly
Period (to be treated as a portion of Available Principal
Collections)............................................. $_______
D) Pursuant to Subsection 4.08(a)(iv):
----------------------------------
(1) Portion of Excess Spread from Class A Available Funds to
be allocated and distributed as provided in Part II
hereof................................................... $_______
E) To the Distribution Account for payment to the Class B
------------------------------------------------------
Certificateholders Pursuant to Subsection 4.08(b)(i):
----------------------------------------------------
(1) Class B Monthly Interest for the related Distribution
Date..................................................... $_______
(2) Class B Monthly Interest accrued but not paid............ $_______
(3) Class B Additional Interest.............................. $_______
(4) Class B Additional Interest accrued but not paid......... $_______
</TABLE>
B-2
<PAGE>
<TABLE>
<S> <C>
F) To the Servicer, Pursuant to Subsection 4.08(b)(ii). If neither
---------------------------------------------------
Chase USA, nor any Affiliate thereof, is the Servicer:
(1) The Class B Servicing Fee for the preceding Monthly
Period................................................... $_______
(2) Class B Investor Servicing Fees previously due but not
distributed.............................................. $_______
G) Pursuant to Subsection 4.08(b)(iii):
-----------------------------------
(1) Portion of Excess Spread from Class B Available Funds
to be allocated and distributed as provided in Part II
hereof................................................... $_______
H) To the Servicer, Pursuant to Subsection 4.08(c)(i). If neither
--------------------------------------------------
Chase USA, nor any Affiliate thereof, is the Servicer:
(1) The Collateral Interest Servicing Fee for the preceding
Monthly Period........................................... $_______
(2) Collateral Interest Servicing Fee previously due but not
distributed.............................................. $_______
I) Pursuant to Subsection 4.08(c)(ii):
----------------------------------
(1) Portion of Excess Spread from Collateral Available
Funds to be allocated and distributed as provided in
Part II hereof........................................... $______
J) Pursuant to Section 4.08(d):
---------------------------
(1) To the Collateral Interest Holder, Available Principal
Collections, if any, applied in accordance with the Loan
Agreement................................................ $______
(2) Available Principal Collections, if any, to be treated as
Shared Principal Collections and distributed as provided
in Section 4.13.............. ........................... $______
K) To the Principal Funding Account or to the Distribution Account
---------------------------------------------------------------
for payment to the appropriate parties, Pursuant to Section
-----------------------------------------------------------
4.08(e):
-------
(1) The amount of Class A Monthly Principal.................. $______
</TABLE>
B-3
<PAGE>
<TABLE>
<S> <C>
(2) The amount of Class B Monthly Principal.................. $_______
(3) The amount of Collateral Monthly Principal............... $_______
(4) Amounts remaining, if any, to be treated as Shared
Principal Collections and applied in accordance with
Section 4.13............................................. $_______
II. APPLICATION OF EXCESS SPREAD AND EXCESS FINANCE CHARGE COLLECTIONS
------------------------------------------------------------------
Pursuant to Section 4.10, the Servicer does hereby instruct the
Trustee to apply on _________, ____, which date is a Transfer Date under the
Agreement, Excess Spread and Excess Finance Charge Collections allocated to
Series 1996-3 as set forth below:
A) Pursuant to Section 4.10(a):
---------------------------
(1) The amount equal to the Class A Required Amount, if
any, to fund any deficiency under Section 4.08(a), to be
applied in accordance with, and in the priority set forth
in, subsection 4.10(a)............................... $_______
B) To the Principal Account, Pursuant to Section 4.10(b):
-----------------------------------------------------
(1) Aggregate amount of Class A Investor Charge-Offs not
previously reimbursed pursuant to Section 4.09(a)
(to be treated as Available Principal Collections)... $_______
C) To the Distribution Account for payment to the Class B
------------------------------------------------------
Certificateholders, Pursuant to Section 4.10(c):
-----------------------------------------------
(1) Class B Monthly Interest that is due and unpaid or
overdue and unpaid Class B Monthly Interest, but not
available from Class B Available Funds............... $_______
(2) Class B Additional Interest that is overdue and unpaid,
but not available from Class B Available Funds....... $_______
D) To the Servicer, Pursuant to Section 4.10(d). If neither
--------------------------------------------
Chase USA nor any Affiliate thereof is the Servicer:
(1) The amount of Class B Servicing Fee for such monthly
period and overdue and unpaid Class B Servicing Fee
not available from Class B Available Funds............ $_______
</TABLE>
B-4
<PAGE>
<TABLE>
<S> <C>
E) Pursuant to Section 4.10(e):
---------------------------
(1) The Class B Investor Default Amount for such Transfer
Date (to be treated as a portion of Available Principal
Collections)............................................. $_______
F) Pursuant to Section 4.10(f):
---------------------------
(1) The amount by which Class B Investor Interest has been
reduced pursuant to clauses (c), (d) and (e) of the
definition thereof (to be treated as a portion of
Available Principal Collections)......................... $_______
G) To the Distribution Account for payment to the Collateral
---------------------------------------------------------
Interest Holder, Pursuant to Section 4.10(g):
--------------------------------------------
(1) Collateral Monthly Interest and any overdue and unpaid
Collateral Monthly Interest.............................. $_______
(2) Collateral Additional Interest overdue and unpaid........ $_______
H) Pursuant to Section 4.10(h):
---------------------------
(1) Monthly Investor Servicing Fees that are due on such
Transfer Date and unpaid and any overdue and unpaid
Monthly Investor Servicing Fees.......................... $_______
I) Pursuant to Section 4.10(i):
---------------------------
(1) The Collateral Default Amount for the prior Monthly
Period (to be treated as a portion of Available Principal
Collections)............................................. $_______
J) To the Principal Account, Pursuant to Section 4.10(j):
-----------------------------------------------------
(1) The aggregate amount by which the Collateral Interest
has been reduced below the Required Collateral Interest
(to be treated as Available Principal Collections)....... $_______
</TABLE>
B-5
<PAGE>
<TABLE>
<S> <C>
K) To the Reserve Account, Pursuant to Section 4.10(k):
---------------------------------------------------
(1) The excess, if any, of the Required Reserve
Account Amount over the Available Reserve Account
Amount................................................... $_______
L) To the Collateral Interest Holder for application, Pursuant to
--------------------------------------------------------------
the Loan Agreement Pursuant to Section 4.10(l):
----------------------------------------------
(1) All other amounts payable under the Loan Agreement out
of Excess Spread and Excess Finance Change Collections... $_______
M) Pursuant to Section 4.10(m):
---------------------------
(1) The balance, if any, to be treated as Shared Excess
Finance Charge Collections and allocated to other Series
in Group I or the Holder of the Seller Certificate
pursuant to Section 4.12................................. $_______
III. REALLOCATED PRINCIPAL COLLECTIONS
---------------------------------
Pursuant to Section 4.11, the Servicer does hereby instruct the Trustee
to apply from the Series 1996-3 Collection Subaccount on ________, ____, which
is a Transfer Date under the Agreement, to apply Reallocated Principal
Collections to fund any deficiencies in the Class A Required Amount and the
Class B Required Amount in the following priority.
A) Pursuant to Section 4.11(a):
---------------------------
(1) The Class A Required Amount after applying Excess
Spread and Excess Finance Charge Receivables pursuant
to Section 4.10, to be applied pursuant to subsections
4.08(a)(i), (ii) and (iii)............................... $_______
B) Pursuant to Section 4.11(b):
---------------------------
(1) The Class B Required Amount after applying Excess
Spread and Excess Finance Charge Receivables pursuant
to Section 4.10, to be applied pursuant to subsections
4.08(b)(i) and (ii).................................. $_______
IV. 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:
</TABLE>
B-6
<PAGE>
<TABLE>
<S> <C>
A) The aggregate amount of the Class A Interest Shortfall.... $_______
B) The aggregate amount of the Class B Interest Shortfall.... $_______
C) The aggregate amount of the Collateral Interest Payment
Shortfall................................................. $_______
D) The aggregate amount of all accrued and unpaid Monthly
Investor Servicing Fees................................... $_______
E) Pursuant to Section 4.10:................................. $_______
------------------------
The aggregate amount of all unreimbursed Investor
Charge Offs..
</TABLE>
IN WITNESS WHEREOF, the undersigned has duly executed this certificate
this ____ day of __________, ____.
THE CHASE MANHATTAN BANK (USA),
Servicer
By:
--------------------------
Name:
Title:
B-7
<PAGE>
EXHIBIT C
---------
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
___________________________________
THE CHASE MANHATTAN BANK (USA)
___________________________________
Chase Manhattan Credit Card Master Trust Series 1996-3
___________________________________
For the ____________________ Distribution Date
For ____________________ Monthly Period
___________________________________
Under Section 5.02 of the Pooling and Servicing Agreement dated as
of June 1, 1991 and the Series 1996-3 Supplement dated as of June 1, 1996
(together, the "Agreement") by and between The Chase Manhattan Bank (USA)
("Chase") and Yasuda Bank and Trust Company (U.S.A.), as trustee (the
"Trustee"), Chase, as Servicer, is required to prepare certain information each
month regarding current distributions to Series 1996-3 Certificateholders and
the performance of the Chase Manhattan Credit Card Master Trust (the "Trust")
and the Series 1996-3 Class A Certificates and Series 1996-3 Class B
Certificates during the previous month. The information which is required to be
prepared with respect to the _____________, ____ Distribution Date, the
"Distribution Date") and with respect to the performance of the Trust.during the
month of __________, ____ (the "Preceding Monthly Period") is set forth below.
Certain of the information is presented on the basis of an original principal
amount of $1,000 per Series 1996-3 Investor Certificate (a "Certificate").
Certain other information is presented based on the aggregate amounts.for the
Trust as a whole. Capitalized terms used in this Certificate have their
respective meanings set forth in the Agreement.
I. INFORMATION REGARDING THE CURRENT MONTHLY DISTRIBUTION
TO THE CLASS A AND CLASS B CERTIFICATEHOLDERS (STATED ON
THE BASIS OF $1,000 ORIGINAL CERTIFICATE PRINCIPAL AMOUNT)
----------------------------------------------------------
A) The total amount of the distribution Principal Funding
Account to Series 1996-3 Certificateholders on the
Distribution Date. per $1,000 original certificate
principal amount
(1) Class A Certificateholders........................... $_______
(2) Class B Certificateholders........................... $_______
C-1
<PAGE>
<TABLE>
<S> <C>
B) The amount of the distribution set forth in paragraph 1
above in respect of principal of the 1996-3 Certificates,
per $1,000 original certificate principal amount
(1) Class A Certificateholders........................... $_______
(2) Class B Certificateholders........................... $_______
C) The amount of the distribution set forth in paragraph 1
above in respect of interest on the 1996-3 Certificates,
per $1,000 original certificate principal amount
(1) Class A Certificateholders........................... $_______
(2) Class B Certificateholders........................... $_______
II. INFORMATION REGARDING THE PERFORMANCE OF THE TRUST
--------------------------------------------------
A) Collections
-----------
(1) The aggregate amount of Collections processed
with respect to Billing Cycles ending during the
preceding Monthly Period and allocated to the
Series 1996-3 Certificates was equal to.............. $_______
(2) The Payment Rate with respect to the preceding
Monthly Period was equal to.......................... _______%
For the 2nd Monthly Period (the preceding
Monthly Period), the monthly payment rate
was equal to........ ......................... _______%
For the 3rd Monthly Period (the 2nd preceding
Monthly Period), the monthly payment rate was
equal to...................................... _______%
(3) The aggregate amount of Collections of Principal
Receivables processed with respect to Billing Cycles
ending during the preceding Monthly Period which
were allocated in respect of the Series 1996-3
Certificates......................................... $_______
(4) The aggregate amount of Collections of Finance
Charge Receivables processed with respect to
Billing Cycles ending during the preceding
Monthly Period which were allocated in respect
of the Series 1996-3 Certificates.................... $_______
</TABLE>
B) Principal Receivables in the Trust and Allocation Percentages
-------------------------------------------------------------
C-2
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
(1) The aggregate amount of Principal Receivables in the
Trust as of the end of each Billing Cycle ending in the
preceding Monthly Period (which reflects the Principal
Receivables represented by the Seller Interest, by the
Investor Interest of Series 1996-3, and by the Investor
Interest of all other outstanding Series).............. $_______
(2) The Investor Interest as of the last day of the preceding
Monthly Period
(a) Investor Interest. $_______
(b) Class A Investor $_______
(c) Class B Investor $_______
(d) CollateralInterest................................. $_______
(3) The Investor Interest set forth in paragraph C(2)(a) above
as a percentage of the aggregate amount of Principal
Receivables set forth in paragraph C(1) above........... _______%
(4) The Class A Investor Interest set forth in paragraph
C(2)(b) above as a percentage of the aggregate amount of
Principal Receivables set forth in paragraph C(1) above. _______%
(5) The Class B Investor Interest set forth in paragraph
C(2)(c) above as a percentage of the aggregate amount of
Principal Receivables set forth in paragraph C(1) above. _______%
(6) The Collateral Interest set forth in paragraph C(2)(d)
above as a percentage of the aggregate amount of
Principal Receivables set forth in paragraph C(1) above. _______%
(7) The Class A Floating Percentage......................... _______%
(8) The Class B Floating Percentage......................... _______%
(9) The Class B Principal Percentage........................ _______%
(10) The Collateral Floating Percentage...................... _______%
(11) The Collateral Principal Percentage..................... _______%
(12) The Floating Allocation Percentage...................... _______%
(13) The Principal Allocation Percentage..................... _______%
</TABLE>
C-3
<PAGE>
<TABLE>
<CAPTION>
C) Portfolio Yield and Base Rate
-----------------------------
<S> <C>
(1) The annualized Portfolio Yield for the preceding Monthly
Period was equal to..................................... _______%
For the 2nd preceding Monthly Period, the
annualized portfolio yield was equal to.......... _______%
For the 3rd preceding Monthly Period,the
annualized portfolio yield was equal to.......... _______%
The three month average Portfolio Yield was
equal to......................................... _______%
(2) Base Rate for the preceding Monthly Period was equal to _______%
For the 2nd preceding Monthly Period, the Base
Rate was equal to................................ _______%
For the 3rd preceding Monthly Period, the Base
Rate was equal to................................ _______%
</TABLE>
D) Delinquent Balances
-------------------
The aggregate amount of outstanding balances in the Accounts which
were delinquent, as of the end of the last day of the related Billing
Cycle which ended during the current Monthly Period by:
Aggregate As a Percentage
Account of Aggregate
Balance Receivables
(1) up to 29 days: $__________ _________%
(2) 30 - 59 days: $__________ _________%
(3) 60 - 89 days: $__________ _________%
(4) 90 or more days: $__________ _________%
Total: $ %
=========== ==========
C-4
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
E) Investor Default Amount
-----------------------
(1) The aggregate amount of all defaulted Principal
Receivables written off as uncollectible with respect to
Billing Cycles ending during the preceding Monthly
Period allocable to the Investor Interest less Recoveries
allocable to the Investor Interest (the "Series 1996-3
Aggregate Investor Default Amount")...................... $_______
(2) The portion of the Series 1996-3 Aggregate Investor
Default Amount allocable to the Class A Investor
Interest (the "Class A Investor Default Amount")......... $_______
(3) The portion of the Series 1996-3 Aggregate Investor
Default Amount allocable to the Class B Investor Interest
(the "Class B Investor Default Amount").................. $_______
(4) The portion of the Series 1996-3 Aggregate Investor
Default Amount allocable to the Collateral Investor
Interest (the "Collateral Investor Default Amount")...... $_______
(5) The annualized investor default percentage ((Series
1996-3 Aggregate Investor Default Amount/Investor
Interest) x 12) for the preceding Monthly Period was
equal to................................................. $_______
For the 2nd preceding Monthly Period, the
annualized investor default percentage was equal
to............................................... _______%
For the 3rd preceding Monthly Period, the
annualized investor default percentage was equal
to............................................... _______%
F) Investor Charge Offs
--------------------
(1) The aggregate amount of Class A Investor Charge-Offs f
or the preceding Monthly Period.......................... $_______
(2) The aggregate amount of Class A Investor Charge-Offs
reimbursed on the Transfer Date immediately preceding
the preceding Distribution Date.......................... $_______
(3) The amount of the reimbursed Investor Charge-Offs set
forth in paragraph G(2) above, per $1,000 original Class
A Certificate principal amount........................... $_______
</TABLE>
C-5
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
(4) The aggregate amount of Class B Investor Charge-Offs
for such Monthly Period.................................. $_______
(5) The aggregate amount of Class B Investor Charge-Offs
reimbursed on the Transfer Date immediately preceding
such Distribution Date................................... $_______
(6) The amount of the reimbursed Investor Charge-Offs set
forth in paragraph G(3) above, per $1,000 original Class
B Certificate principal amount........................... $_______
(7) The aggregate amount of Investor Charge-Offs............. $_______
(8) The aggregate amount of reimbursed Investor
Charge-Offs.............................................. $_______
G) Shared Excess Finance Charge Collection
---------------------------------------
The aggregate amount of shared Excess Finance Charge
Collection during the preceding Monthly Period which were
allocated to the Series 1996-3 Certificates................... $_______
H) Shared Principal Collections
----------------------------
The aggregate amount of Shared Principal Collections during the
preceding Monthly Period which were allocated to the Series
1996-3 Certificates............................................ $_______
I) Reallocated Principal Collections
---------------------------------
(1) Collections of Principal Receivables allocable to Class B
Certificates paid with respect to Class A Certificates to
make up deficiencies in Class A Required Amount for
any Monthly Period....................................... $_______
</TABLE>
C-6
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
(2) Collections of Principal Receivables allocable to
Collateral Interest paid with respect to Class B
Certificates to make up deficiencies in Class B
Required Amount...................................... $_______
J) Monthly Investor Servicing Fee
------------------------------
(1) The amount of the Monthly Investor Monthly Servicing
Fee payable by the Trust to the Servicer for the
preceding Monthly Period............................ $_______
(2) The amount of the Class A Monthly Servicing Fee
payable by the Trust to the Servicer for the preceding
Monthly Period...................................... $_______
(3) The amount of the Class B Monthly Servicing Fee
payable by the Trust to the Servicer for the preceding
Monthly Period...................................... $_______
(4) The amount of the Collateral Monthly Servicing Fee
payable by the Trust to the Servicer for the preceding
Monthly Period...................................... $_______
K) Collateral Interest
-------------------
(1) The Available Collateral Interest, as of the close of
Transfer Date for the preceding Monthly Period was
equal to............................................. $_______
L) Required Collateral Interest
----------------------------
(1) The Required Collateral Interest as of the Transfer
Date for the preceding Monthly Period was equal to $_______
</TABLE>
III. THE POOL FACTOR
A) The Pool Factor for the Record Date for the distribution
to be made on the Distribution Date (which represents the
ratio of the amount of the Investor Interest as of such
Record Date (determined after taking into account any
reduction in the Investor Interest which will occur on the
following Distribution Date) to the Initial Investor
Interest). The amount of a Certificateholder's pro rata
--- ----
share of the Investor Interest can be determined by
multiplying the original denomination of the
Certificateholder's Certificate by the Pool Factor........ $_______
C-7
<PAGE>
THE CHASE MANHATTAN BANK (USA),
Servicer
By:
---------------------------------
Name:
Title:
C-8
<PAGE>
EXHIBIT D
---------
Schedule 1996-3 to
Monthly Servicer's Certificate
------------------------------
FORM OF SCHEDULE TO MONTHLY SERVICER'S CERTIFICATE
___________________________________
THE CHASE MANHATTAN BANK (USA)
___________________________________
Chase Manhattan Credit Card Master Trust, Series 1996-3
___________________________________
For the ____________________ Determination Date
For the ____________________ Monthly Period
<TABLE>
<CAPTION>
<S> <C>
1. The aggregate amount of Collections processed during the
Billing Cycles which ended during such Monthly Period (equal to 1(a)
plus 1(b)) was equal to..............................................
$_______
(a) The aggregate amount of Collections of Finance Charge
Receivables collected during the Billing Cycles which ended
during such Monthly Period (the "Collections of Finance Charge
Receivables") allocated to Series 1996-3 was equal to.......... $_______
(b) The aggregate amount of Collections of Principal
Receivables collected during the Billing Cycles which ended
during such Monthly Period (the "Collections of Principal
Receivables") allocated to Series 1996-3 was equal to.......... $_______
(c) The aggregate amount of Collections deemed to be
Collections of Finance Charge Receivables pursuant to subsection
4.02(b)(i) during the Billing Cycles which ended during such
Monthly Period relating to Series 1996-3 (the "Estimated
Collections of Billed Finance Charge Receivables") was equal to $_______
</TABLE>
D-1
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
(d) The aggregate amount of Collections deemed to be
Principal Receivables pursuant to subsection 4.02(b)(i) during
the Billing Cycles which ended during such Monthly Period
relating to Series 1996-3 (the "Estimated Collections of
Billed Principal Receivables") was equal to................... $______
2. The aggregate amount of funds on deposit in the Finance
Charge Account with respect to Collections processed [during the
Billing Cycles which ended during such Monthly Period] [during such
Monthly Period], and allocated to Series 1996-3, as of the end of
the last day of such Monthly Period was equal to................... $_______
3. (a) The excess of (i) Collections of Finance Charge
Receivables allocated to Series 1996-3 over (ii) Estimated
Collections of Billed Finance Charge Receivables (1(a)-1(c)),
if any, was equal to $__________ [[of which $__________]
[none of which] will be withdrawn from the Finance Charge
Account and deposited to the Principal Account/1/].
(b) The excess of (i) Estimated Collections of Billed
Finance Charge Receivables over (ii) Collections of Finance
Charge Receivables allocated to Series 1996-3 (1(c)-1(a)),
if any, was equal to $__________ [[(of which $__________]
[none of which]] will be withdrawn from the Principal Account
and deposited to the Finance Charge Account/1/].
The aggregate amount of funds which will be on deposit
in the Finance Charge Account on the Transfer Date relating to
Series 1996-3 following this Determination Date, after giving
effect to the payments and transfers in Items 3(a) and 3(b),
will be $__________
</TABLE>
4. The aggregate amount of funds on deposit in the Principal
Account with respect to Collections processed during the Billing
Cycles which ended during such Monthly Period and allocated to
Series 1996-3, as of the end of the last day of such Monthly Period
was equal to........................................................ $_______
The aggregate amount of funds which will be on deposit
in the Principal Account on the Transfer Date following this
Determination Date, after giving effect to the payments and transfers
in Items 3(a) and 3(b), will be $_______
The aggregate amount of funds on deposit in the Principal
Funding Account on the Transfer Date following this
Determination Date, after giving effect to the payments and
transfers in Items 3(a) and 3(b), will be $_________.
D-2
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
5. The aggregate amount of funds on deposit in the Series
1996-3 Collection Subaccount as of the end of the last day of such
Monthly Period was equal to......................................... $______
6. The aggregate amount of funds on deposit in the Retention
Subaccount relating to Series 1996-3 as of the end of the last day
of such Monthly Period was equal to................................. $______
7. (a) The aggregate amount of Interchange to be deposited
to the Collection Account and allocated to Series 1996-3 on
the next succeeding Transfer Date is equal to................ $______
(b) The amount of earnings (net of losses and investment
expenses) on funds on deposit in the Principal Account to be
transferred from the Retention Account to the Finance Charge
Account on the next succeeding Transfer Date is equal to..... $______
8. The aggregate amount of [withdrawals] [payments] required
to be made [from] [to] the [Collection Subaccount relating to the
Series 1996-3 Certificates] [the Retention subaccount relating to
the Series 1996-3 Certificates] is equal to......................... $______
9. The sum of all amounts payable to the Investor
Certificateholders of Series 1996-3 on the Distribution Date in the
current Monthly Period is equal to:
Payable in respect of principal of the Class A Certificates $______
Payable in respect of interest on the Class A Certificates. $______
Payable in respect of principal of the Class B Certificates $______
Payable in respect of interest on the Class B Certificates. $______
Payable in respect of principal of the Collateral Interest. $______
Payable in respect of interest on the Collateral Interest.. $______
Total...................................................... $______
10. [No Series 1996-3 Pay Out Event or Trust Pay Out Event has
occurred.] [The following [Series 1996-3 Pay Out Event] [Trust Pay
Out Event] has occurred:___________________________.]
</TABLE>
D-3
<PAGE>
END NOTES
- ---------
1. Applicable to the Monthly Period in which the Conversion Date occurs,
and any Monthly Period thereafter.
<PAGE>
EXECUTION COPY
- --------------------------------------------------------------------------------
THE CHASE MANHATTAN BANK (USA)
Seller and Servicer
and
YASUDA BANK AND TRUST COMPANY (U.S.A.)
Trustee
on behalf of the Series 1996-4 Certificateholders
______________________
SERIES 1996-4 SUPPLEMENT
Dated as of June 1, 1996
to
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 1991
______________________
CHASE MANHATTAN CREDIT CARD MASTER TRUST
Series 1996-4
- --------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
SECTION 1. Designation............................................... 1
SECTION 2. Definitions............................................... 2
SECTION 3. Minimum Seller Interest, Minimum Aggregate Principal
Receivables and Removal of Accounts.................... 17
SECTION 4. Reassignment and Transfer Terms........................... 17
SECTION 5. Delivery and Payment for the Class A Certificates
and the Class B Certificates........................... 18
SECTION 6. Depositary; Form of Delivery of Class A and
Class B Certificates................................... 18
SECTION 7. Enhancement............................................... 18
SECTION 8. Article IV of Agreement................................... 18
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS
AND ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.02A. Rights of Investor Certificateholders.................. 18
SECTION 4.02B. The Series 1996-4 Collection Subaccount................ 19
SECTION 4.03. Establishment of Series 1996-4
Investor Accounts................................. 20
SECTION 4.04. Allocations............................................ 21
SECTION 4.05. Determination of Monthly Interest...................... 27
SECTION 4.06. Determination of Monthly Principal..................... 28
SECTION 4.07. Required Amount........................................ 29
SECTION 4.08. Application of Class A Available Funds,
Class B Available Funds, Collateral Available
Funds and Available Principal Collections........... 30
SECTION 4.09. Defaulted Amounts; Investor Charge-Offs................ 32
SECTION 4.10. Excess Spread; Excess Finance Charge
Collections......................................... 34
SECTION 4.11. Reallocated Principal Collections...................... 35
SECTION 4.12. Group One Excess Finance Charge
Collections......................................... 36
SECTION 4.13. Shared Principal Collections........................... 37
SECTION 4.14. Principal Funding Account.............................. 37
SECTION 4.15. Reserve Account........................................ 37
SECTION 4.16. Time of Deposits and Withdrawals....................... 39
SECTION 4.17. Conversion from Collections during
Billing Cycles to Collections during
Monthly Periods..................................... 39
</TABLE>
i
<PAGE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
SECTION 5.01. Distributions........................................... 40
SECTION 5.02. Monthly Certificateholders' Statement................... 41
OTHER SERIES PROVISIONS
SECTION 9. Series 1996-4 Pay Out Events.............................. 43
SECTION 10. Series 1996-4 Termination................................. 44
SECTION 11. Ratification and Reaffirmation of Pooling and Servicing
Agreement............................................. 44
SECTION 12. Ratification and Reaffirmation of Representations and
Warranties............................................ 45
SECTION 13. Rights Under Section 9.02................................. 45
SECTION 14. No Subordination.......................................... 45
SECTION 15. Repurchase of the Series 1996-4 Certificates.............. 45
SECTION 16. Counterparts.............................................. 46
SECTION 17. Additional Covenants of the Trustee....................... 46
SECTION 18. Third-Party Beneficiaries................................. 46
SECTION 19. Series 1996-4 Investor Exchange........................... 47
SECTION 20. Servicing Compensation.................................... 47
SECTION 21. Governing Law............................................. 47
SECTION 22. Notices................................................... 47
</TABLE>
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 Servicer's Certificate
ii
<PAGE>
SERIES 1996-4 SUPPLEMENT, dated as of June 1, 1996 (this "Series
------
Supplement") by and between THE CHASE MANHATTAN BANK (USA), a Delaware banking
- ----------
corporation, as Seller and Servicer, and YASUDA BANK AND TRUST COMPANY (U.S.A.),
a New York trust company, as Trustee.
RECITALS:
--------
1. Section 6.09(b) of the Agreement (as defined herein) provides,
among other things, that the Seller and the Trustee may at any time and from
time to time enter into a supplement to the Agreement for the purpose of
authorizing the issuance by the Trustee to the Seller for the execution and
redelivery to the Trustee for authentication of one or more Series of
Certificates.
2. In the event that any term or provision contained herein shall
conflict with or be inconsistent with any provision contained in the Agreement,
the terms and provisions of this Series Supplement shall govern. All
capitalized terms not otherwise defined herein are defined in the Agreement.
All Article, Section or subsection references herein shall mean Article, Section
or subsections of the Agreement except as otherwise provided herein. Each
capitalized term used or defined herein shall relate only to the Series 1996-4
Certificates and no other Series of Certificates issued by the Trust.
SECTION 1. Designation.
-----------
(a) There is hereby created a Series of Investor Certificates to be
issued pursuant to the Agreement and this Series Supplement to be known as the
"Chase Manhattan Credit Card Master Trust, Series 1996-4." Series 1996-4 shall
- --------------------------------------------------------
be issued in three Classes, the first of which shall be known as the "Class A
-------
6.73% Asset Backed Certificates, Series 1996-4" and the second of which shall be
- ----------------------------------------------
known as the "Class B 6.89% Asset Backed Certificates, Series 1996-4." In
------------------------------------------------------
addition, there is hereby created a third class of uncertificated interests in
the Trust which shall, except as expressly provided herein, be deemed to be a
"Class" of "Investor Certificates" for all purposes under the Agreement and this
- ------ ---------------------
Series Supplement and shall be known as the "Collateral Interest, Series 1996-
--------------------------------
4".
(b) The Collateral Interest Holder shall be entitled to the benefits
of a Holder of a Class of Investor Certificates under the Agreement and this
Series Supplement upon payment by the Collateral Interest Holder of amounts
owing on the Closing Date pursuant to the Loan Agreement. Notwithstanding the
foregoing, except as expressly provided herein, the provisions of Article VI and
Article XII of the Agreement relating to the registration, authentication,
delivery, presentation, cancellation and surrender of Registered Certificates
and clause (d) of Section 6.09(b) shall not be applicable to the Collateral
Interest.
(c) Series 1996-4 shall be included in Group One (as defined below).
Series 1996-4 shall not be subordinated to any other Series.
<PAGE>
(d) Notwithstanding any provision in the Agreement or in this
Supplement to the contrary, the first Distribution Date with respect to Series
1996-4 shall be the July 1996 Distribution Date and the first Monthly Period
shall be the Monthly Period ended June 30, 1996.
SECTION 2. Definitions.
-----------
"Accumulation Period" shall mean, solely for the purposes of the
-------------------
definition of Monthly Principal Payment as such term is defined in each
Supplement, the Controlled Accumulation Period.
"Accumulation Period Factor" shall mean, for each Monthly Period, a
--------------------------
fraction, the numerator of which is equal to the sum of the initial investor
interests (or other amounts specified in the applicable Supplement) of all
outstanding Series in Group One, and the denominator of which is equal to the
sum of (a) the Initial Investor Interest, (b) the initial investor interests (or
other amounts specified in the applicable Supplement) of all outstanding Series
in Group One (other than Series 1996-4) which are not expected to be in their
revolving periods, and (c) the initial investor interests (or other amounts
specified in the applicable Supplement) of all other outstanding Series in Group
One which are not allocating Shared Principal Collections to other Series and
are in their revolving periods.
"Accumulation Period Length" shall have the meaning assigned such term
--------------------------
in subsection 4.08(g).
"Accumulation Shortfall" shall initially mean zero and shall
----------------------
thereafter mean, with respect to any Monthly Period during the Controlled
Accumulation Period, the excess, if any, of the Controlled Deposit Amount for
the previous Monthly Period over the amount deposited into the Principal Funding
Account pursuant to subsection 4.08(e)(i) with respect to the Class A
Certificates for the previous Monthly Period.
"Additional Interest" shall mean, with respect to any Distribution
-------------------
Date, the Class A Additional Interest, the Class B Additional Interest and the
Collateral Additional Interest for such Distribution Date.
"Adjusted Investor Interest" shall mean, with respect to any date of
--------------------------
determination, an amount equal to the sum of (a) the Class A Adjusted Investor
Interest and (b) the Class B Investor Interest and (c) the Collateral Interest.
"Agreement" shall mean the Pooling and Servicing Agreement by and
---------
between The Chase Manhattan Bank (USA), a Delaware banking corporation, as
Seller and Servicer, and Yasuda Bank and Trust Company (U.S.A.), a New York
trust company, as Trustee and all amendments and supplements thereto, including
this Series Supplement.
"Available Finance Charge Collections" shall mean:
------------------------------------
(a) in the case of any Monthly Period prior to the Conversion Date,
Collections of Finance Charge Receivables processed during each Billing Cycle
which ended
2
<PAGE>
during such Monthly Period, which are allocated to the Investor Interest and
deposited in the Finance Charge Account pursuant to Article IV (or which will be
deposited in the Collection Account on the Transfer Date following such Monthly
Period pursuant to the fourth paragraph of the subsection 4.02(a));
(b) in the case of the Conversion Month, Collections of Finance
Charge Receivables processed on any Date of Processing during such Monthly
Period on and after the Conversion Date, which are allocated to the Investor
Interest and deposited in the Finance Charge Account pursuant to Article IV (or
which will be deposited in the Collection Account on the Transfer Date following
such Monthly Period pursuant to the fourth paragraph of subsection 4.02(a)); and
(c) in the case of any Monthly Period following the Conversion Month,
Collections of Finance Charge Receivables processed on any Date of Processing
during such Monthly Period, which are allocated to the Investor Interest and
deposited in the Finance Charge Account pursuant to Article IV (or which will be
deposited in the Collection Account on the Transfer Date following such Monthly
Period pursuant to the fourth paragraph of subsection 4.02(a));
plus, in each case, an amount equal to the product of (i) the amount of
Interchange allocable to the Trust pursuant to subsection 2.05(k) with respect
to such Monthly Period (to the extent deposited in the Collection Account on the
Transfer Date following such Monthly Period) and (ii) the Investor Percentage
with respect to Finance Charge Receivables and such Monthly Period.
"Available Principal Collections" shall mean:
-------------------------------
(a) in the case of any Monthly Period or portion thereof prior to the
Conversion Date, Collections of Principal Receivables processed during each
Billing Cycle which ended during such Monthly Period or portion thereof, which
were allocated to the Investor Interest and were deposited in the Principal
Account pursuant to subsection 4.04(d)(iii) or 4.04(e)(iii) during any such
Billing Cycle (or which will be deposited in the Collection Account on the
Transfer Date following such Monthly Period pursuant to the fourth paragraph of
subsection 4.02(a));
(b) in the case of the Conversion Month, Collections of Principal
Receivables processed on any Date of Processing during such Monthly Period on or
after the Conversion Date, which were allocated to the Investor Interest and
were deposited in the Principal Account pursuant to subsection 4.04(d)(iii) or
4.04(e)(iii) (or which will be deposited in the Collection Account on the
Transfer Date following such Monthly Period pursuant to the fourth paragraph of
subsection 4.02(a)); and
(c) in the case of any Monthly Period following the Conversion Month,
Collections of Principal Receivables processed on any Date of Processing during
such Monthly Period, which were allocated to the Investor Interest and were
deposited in the Principal Account pursuant to subsection 4.04(d)(iii) or
4.04(e)(iii) (or which will be deposited in the Collection
3
<PAGE>
Account on the Transfer Date following such Monthly Period pursuant to the
fourth paragraph of subsection 4.02(a));
plus, in each case, Shared Principal Collections allocated to Series 1996-4
pursuant to Section 4.13 and the Series Supplement of each other Principal
Sharing Series and all amounts which this Series Supplement provides are to be
treated as Available Principal Collections for the related Transfer Date
(including as provided in subsections 4.04(c)(iii), 4.08(a)(iii), and clause
(b), (e), (f), (i) and (j) of Section 4.10).
"Available Reserve Account Amount" shall mean, with respect to any
--------------------------------
Transfer Date, the lesser of (a) the amount on deposit in the Reserve Account on
such date (after taking into account any interest and earnings retained in the
Reserve Account pursuant to subsection 4.15(b) on such date, but before giving
effect to any deposit made or to be made pursuant to subsection 4.10(k) to the
Reserve Account on such date) and (b) the Required Reserve Account Amount.
"Base Rate" shall mean, with respect to any Monthly Period, the
---------
annualized percentage equivalent of a fraction, the numerator of which is equal
to the sum of the Class A Monthly Interest, the Class B Monthly Interest, the
Collateral Monthly Interest and the Monthly Investor Servicing Fee with respect
to the related Distribution Date and the denominator of which is the Investor
Interest as of the last day of the preceding Monthly Period.
"Class A Additional Interest" shall have the meaning assigned in
---------------------------
Section 4.05(a).
"Class A Adjusted Investor Interest" shall mean, with respect to any
----------------------------------
date of determination, an amount equal to the Class A Investor Interest minus
-----
the Principal Funding Account Balance on such date of determination.
"Class A Available Funds" shall mean, with respect to any Monthly
-----------------------
Period, an amount equal to the sum of (a) the Class A Floating Percentage of the
Available Finance Charge Collections with respect to such Monthly Period, (b)
with respect to any Monthly Period during the Controlled Accumulation Period
prior to the payment in full of the Class A Investor Interest, the Principal
Funding Investment Proceeds arising pursuant to subsection 4.14(b), if any, with
respect to the related Transfer Date and (c) the Reserve Draw Amount (up to the
Available Reserve Draw Account Amount) plus any amounts of interest and earnings
described in subsections 4.15(b) and 4.15(d) which will be deposited into the
Finance Charge Account on the related Transfer Date.
"Class A Certificate Rate" shall mean 6.73% per annum, calculated on
------------------------
the basis of a 360-day year of twelve 30-day months.
"Class A Certificateholder" shall mean the Person in whose name a
-------------------------
Class A Certificate is registered in the Certificate Register.
"Class A Certificates" shall mean any one of the Certificates executed
--------------------
by the Seller and authenticated by or on behalf of the Trustee, substantially in
the form of Exhibit A-1.
-----------
4
<PAGE>
"Class A Floating Percentage" shall mean, with respect to any Monthly
---------------------------
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is equal to the Class A Adjusted Investor
Interest as of the close of business on the last day of the preceding Monthly
Period and the denominator of which is equal to the Adjusted Investor Interest
as of such day; provided, however, that with respect to the first Monthly
Period, the Class A Floating Percentage shall mean the percentage equivalent of
a fraction, the numerator of which is the Class A Initial Investor Interest and
the denominator of which is the Initial Investor Interest.
"Class A Initial Investor Interest" shall mean $957,220,000.
---------------------------------
"Class A Interest Shortfall" shall have the meaning specified in
--------------------------
Section 4.05(a).
"Class A Investor Charge-Offs" shall have the meaning specified in
----------------------------
Section 4.09(a).
"Class A Investor Default Amount" shall mean, with respect to each
-------------------------------
Transfer Date, an amount equal to the product of (i) the Series 1996-4 Aggregate
Investor Default Amount for the related Monthly Period and (ii) the Class A
Floating Percentage for such Monthly Period.
"Class A Investor Interest" shall mean, on any date of determination,
-------------------------
an amount (not less than zero) equal to (a) the Class A Initial Investor
Interest, minus (b) the aggregate amount of principal payments made to the Class
-----
A Certificateholders on or prior to such date, minus (c) the excess, if any, of
-----
the aggregate amount of Class A Investor Charge-Offs for all prior Transfer
Dates over Class A Investor Charge-Offs reimbursed pursuant to Section 4.09(a)
----
prior to such date and, minus (d) the principal amount of Class A Certificates
-----
previously tendered and exchanged pursuant to a Series 1996-4 Investor Exchange.
"Class A Monthly Interest" shall have the meaning specified in Section
------------------------
4.05(a).
"Class A Monthly Principal" shall have the meaning specified in
-------------------------
Section 4.06(a).
"Class A Required Amount" shall have the meaning specified in Section
-----------------------
4.07(a).
"Class A Scheduled Payment Date" shall mean the May 1999 Distribution
------------------------------
Date.
"Class A Servicing Fee" shall have the meaning specified in Section 20
---------------------
of this Series Supplement.
"Class B Additional Interest" shall have the meaning specified in
---------------------------
Section 4.05(b).
"Class B Available Funds" shall mean, with respect to any Monthly
-----------------------
Period, an amount equal to the Class B Floating Percentage of Available Finance
Charge Collections with respect to such Monthly Period.
5
<PAGE>
"Class B Certificate Rate" shall mean 6.89% per annum, calculated on
------------------------
the basis of a 360-day year of twelve 30-day months.
"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 Seller and authenticated by or on behalf of the Trustee, substantially in
the form of Exhibit A-2.
-----------
"Class B Floating Percentage" shall mean, with respect to any Monthly
---------------------------
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is equal to the Class B Investor Interest as
of the close of business on the last day of the preceding Monthly Period and the
denominator of which is equal to the Adjusted Investor Interest as of the close
of business on such day; provided, however, that with respect to the first
Monthly Period, the Class B Floating Percentage shall mean the percentage
equivalent of a fraction, the numerator of which is the Class B Initial Investor
Interest and the denominator of which is the Initial Investor Interest.
"Class B Initial Investor Interest" shall mean $42,780,000.
---------------------------------
"Class B Interest Shortfall" shall have the meaning specified in
--------------------------
Section 4.05(b).
"Class B Investor Charge-Offs" shall have the meaning specified in
----------------------------
Section 4.09(b).
"Class B Investor Default Amount" shall mean, with respect to each
-------------------------------
Transfer Date, an amount equal to the product of (i) the Series 1996-4 Aggregate
Investor Default Amount for the related Monthly Period and (ii) the Class B
Floating Percentage for such Monthly Period.
"Class B Investor Interest" shall mean, on any date of determination,
-------------------------
an amount (not less than zero) equal to (a) the Class B Initial Investor
Interest, minus (b) the aggregate amount of principal payments made to the Class
-----
B Certificateholders on or prior to such date, minus (c) the aggregate amount of
-----
Class B Investor Charge-Offs for all prior Transfer Dates, minus (d) the amount
-----
of Reallocated Class B Principal Collections allocated on all prior Transfer
Dates pursuant to Section 4.11(a), minus (e) an amount equal to the amount by
-----
which the Class B Investor Interest has been reduced on all prior Transfer Dates
pursuant to Section 4.09(a) and plus (f) the amount of Excess Spread and Excess
----
Finance Charge Collections allocated and available on all prior Transfer Dates
pursuant to Section 4.10(f) for the purpose of reimbursing amounts deducted
pursuant to the foregoing clauses (c), (d) and (e) and, minus (g) the principal
-----
amount of Class B Certificates previously tendered and exchanged pursuant to a
Series 1996-4 Investor Exchange.
"Class B Monthly Interest" shall have the meaning specified in Section
------------------------
4.05(b).
"Class B Monthly Principal" shall have the meaning specified in
-------------------------
Section 4.06(b).
6
<PAGE>
"Class B Principal Commencement Date" shall mean the Distribution Date
-----------------------------------
on which the Class A Investor Interest is paid in full or, if the Class A
Investor Interest is paid in full on the Class A Scheduled Payment Date and the
Rapid Amortization Period has not commenced, the Distribution Date following the
Class A Scheduled Payment Date.
"Class B Principal Percentage" shall mean, with respect to any Monthly
----------------------------
Period (i) during the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is the
Class B Investor Interest as of the last day of the immediately preceding
Monthly Period and the denominator of which is the Investor Interest as of such
day and (ii) during the Controlled Accumulation Period or the Rapid Amortization
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is the Class B Investor Interest as of the
end of the Revolving Period, and the denominator of which is the Investor
Interest as of the end of the Revolving Period; provided, however, that with
respect to the first Monthly Period, the Class B Principal Percentage shall mean
the percentage equivalent of a fraction, the numerator of which is the Class B
Initial Investor Interest and the denominator of which is the Initial Investor
Interest.
"Class B Required Amount" shall have the meaning specified in Section
-----------------------
4.07(b).
"Class B Scheduled Payment Date" shall mean the June 1999 Distribution
------------------------------
Date.
"Class B Servicing Fee" shall have the meaning specified in Section 20
---------------------
of this Series Supplement.
"Closing Date" shall mean June 19, 1996.
------------
"Collateral Additional Interest" shall have the meaning specified in
------------------------------
subsection 4.05(c).
"Collateral Available Funds" shall mean, with respect to any Monthly
--------------------------
Period, an amount equal to the Collateral Floating Percentage of the Available
Finance Charge Collections with respect to such Monthly Period.
"Collateral Charge-Offs" shall have the meaning specified in
----------------------
subsection 4.09(c).
"Collateral Default Amount" shall mean, with respect to any
-------------------------
Distribution Date, an amount equal to the product of (a) the Series 1996-4
Aggregate Investor Default Amount for the related Monthly Period and (b) the
Collateral Floating Percentage applicable for the related Monthly Period.
"Collateral Floating Percentage" shall mean, with respect to any
------------------------------
Monthly Period, the percentage (rounded to the nearest ten thousandth of one
percent) equivalent (which percentage shall never exceed 100%) of a fraction,
the numerator of which is the Collateral Interest as of the close of business on
the last day of the preceding Monthly Period and the denominator of which is
equal to the Adjusted Investor Interest as of the close of business on such day;
provided, however, that, with respect to the first Monthly Period, the
Collateral
7
<PAGE>
Floating Percentage shall mean the percentage equivalent of a fraction, the
numerator of which is the Collateral Initial Interest and the denominator of
which is the Initial Investor Interest.
"Collateral Initial Interest" shall mean $69,519,786.10.
---------------------------
"Collateral Interest" shall mean, on any date of determination, an
-------------------
amount equal to (a) the Collateral Initial Interest, minus (b) the aggregate
-----
amount of principal payments made to the Collateral Interest Holder prior to
such date, minus (c) the aggregate amount of Collateral Charge-Offs for all
-----
prior Transfer Dates pursuant to subsection 4.09(c), minus (d) the amount of
-----
Reallocated Principal Collections allocated pursuant to Section 4.11 on all
prior Transfer Dates, minus (e) an amount equal to the amount by which the
-----
Collateral Interest has been reduced on all prior Transfer Dates pursuant to
subsections 4.09(a) and (b), plus (f) the aggregate amount of Excess Spread and
----
Excess Finance Charge Collections allocated and available on all prior Transfer
Dates pursuant to subsection 4.10, for the purpose of reimbursing amounts
deducted pursuant to the foregoing clauses (c), (d) and (e) and, minus (g) the
-----
principal amount of the Collateral Interest previously tendered and exchanged
pursuant to a Series 1996-4 Investor Exchange; and, provided, however, that the
Collateral Interest may not be reduced below zero.
"Collateral Interest Holder" shall mean the entity so designated in
--------------------------
the Loan Agreement.
"Collateral Interest Payment Shortfall" shall have the meaning
-------------------------------------
specified in subsection 4.05(c).
"Collateral Interest Servicing Fee" shall have the meaning specified
---------------------------------
in Section 20 of this Series Supplement.
"Collateral Monthly Interest" shall mean the monthly interest
---------------------------
distributable in respect of the Collateral Interest as calculated in accordance
with subsection 4.05(c).
"Collateral Monthly Principal" shall mean the monthly principal
----------------------------
distributable in respect of the Collateral Interest as calculated in accordance
with subsection 4.06(c).
"Collateral Percentage" shall mean for any Monthly Period, (a) with
---------------------
respect to Defaulted Amounts and Finance Charge Receivables at any time or
Principal Receivables during the Revolving Period, the Collateral Floating
Percentage, and (b) with respect to Principal Receivables during the Controlled
Accumulation Period or Rapid Amortization Period, the Collateral Principal
Percentage.
"Collateral Principal Percentage" shall mean for any Monthly Period
-------------------------------
following the end of the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is the
Collateral Interest as of the close of business on the last day of the Revolving
Period and the denominator of which is equal to the Investor Interest as of the
close of business on the last day of the Revolving Period.
8
<PAGE>
"Collateral Rate" shall mean, for any Interest Period, the rate
---------------
specified in the Loan Agreement.
"Collection Recomputation Date" shall mean, with respect to the
-----------------------------
Collections received during any Billing Cycle, the date on which the Servicer
performs the recomputations provided for in Section 4.04(a), which date shall
not be later than the Determination Date in the Monthly Period following the
Monthly Period in which such Billing Cycle ends.
"Controlled Accumulation Amount" shall mean (a) for any Transfer Date
------------------------------
with respect to the Controlled Accumulation Period prior to the payment in full
of the Class A Investor Interest, an amount equal to one-twelfth of the Class A
Investor Interest as of the last day of the Revolving Period; provided, however,
-------- -------
that if the Accumulation Period Length is determined to be less than 12 months
pursuant to subsection 4.08(g), the Controlled Accumulation Amount for each
Period Transfer Date with respect to the Controlled Accumulation Period prior to
the payment in full of the Class Investor Interest will be equal to (i) the
product of (x) the Class A Initial Investor Interest and (y) the Accumulation
Period Factor for such Monthly Period divided by (ii) the Required Accumulation
Factor Number, and (b) for any Transfer Date with respect to the Controlled
Accumulation Period after payment in full of the Class A Investor Interest, an
amount equal to the sum of the Class B Investor Interest and the Collateral
Interest as of such Transfer Date.
"Controlled Accumulation Period" shall mean, unless a Pay Out Event
------------------------------
shall have occurred prior thereto, the period commencing at the close of
business on the last day of the April 1998 Monthly Period or such later date as
is determined in accordance with subsection 4.08(g) and ending on the first to
occur of (a) the commencement of the Rapid Amortization Period and (b) the
Series 1996-4 Termination Date.
"Controlled Deposit Amount" shall mean, with respect to any Transfer
-------------------------
Date, the sum of (a) the Controlled Accumulation Amount for such Transfer Date
and (b) any existing Accumulation Shortfall.
"Controlled Excess Amount" shall have the meaning specified in
------------------------
subsection 4.04(d)(iii).
"Conversion Date" shall have the meaning specified in Section 4.17.
---------------
"Conversion Month" shall mean the Monthly Period in which the
----------------
Conversion Date occurs.
"Covered Amount" shall mean, as of the Transfer Date with respect to
--------------
any Interest Period, an amount equal to one-twelfth of the product of (a) the
Class A Certificate Rate and (b) the Principal Funding Account Balance as of the
close of business on the Distribution Date preceding such Transfer Date (after
giving effect to all of the transactions occurring on such date).
"Definitive Certificates" shall have the meaning specified in Section
-----------------------
6.11.
9
<PAGE>
"Distribution Account" shall have the meaning specified in subsection
--------------------
4.03(b).
"Distribution Date" shall mean the fifteenth day of each calendar
-----------------
month, or, if such fifteenth day is not a Business Day, the next succeeding
Business Day, commencing July 15, 1996; provided, however, that no Distribution
Date shall occur after the earlier to occur of (x) the Distribution Date on
which the Investor Interest has been paid in full or (y) the Series 1996-4
Termination Date.
"Enhancement" shall mean the Collateral Interest.
-----------
"Enhancement Provider" shall mean the Collateral Interest Holder.
--------------------
"Excess Amount" shall have the meaning specified in subsection
-------------
4.04(c)(iii).
"Excess Finance Charge Collections" shall mean amounts available for
---------------------------------
allocation to other Series in Group One pursuant to Section 4.10(m) and amounts
available for allocation to Series 1996-4 which have been designated as "Excess
Finance Charge Collections" in the Series Supplements for other Series in Group
One.
"Excess Principal Funding Investment Proceeds" shall mean with respect
--------------------------------------------
to each Transfer Date relating to the Controlled Accumulation Period, the
amount, if any, by which the Principal Funding Investment Proceeds for such
Transfer Date exceed the Covered Amount determined on such Transfer Date.
"Excess Spread" shall mean, with respect to any Distribution Date, the
-------------
sum of the amounts, if any, specified pursuant to Sections 4.08(a)(iv),
4.08(b)(iii) and 4.08(c)(ii) with respect to such Distribution Date.
"Excluded Series" shall mean any Series designated as an "Excluded
---------------
Series" in the applicable Series Supplement (but only if the Rating Agency
Condition is satisfied with respect to such exclusion) and thereby excluded from
the computation of Minimum Aggregate Principal Receivables pursuant to Section 3
of this Series Supplement.
"Finance Charge Account" shall have the meaning specified in Section
----------------------
4.03.
"Floating Allocation Percentage" shall mean, with respect to any
------------------------------
particular Monthly Period, the percentage equivalent (which percentage shall
never exceed 100%) of a fraction, the numerator of which is the Adjusted
Investor Interest as of the last day of the preceding Monthly Period (or in the
case of the Monthly Period in which the Closing Date occurs, the Initial
Investor Interest) and the denominator of which is the greater of (x) the
Aggregate Principal Receivables in the Trust as of the first day of such
particular Monthly Period and (y) the sum of the numerators used to calculate
the floating allocation percentages for all Series then outstanding.
"Group One" shall mean Series 1996-4 and each other Series specified
---------
in the related Series Supplement to be included in Group One.
10
<PAGE>
"Initial Investor Interest" shall mean $1,069,519,786.10.
-------------------------
"Investor Charge Offs" shall mean Class A Investor Charge Offs, Class
--------------------
B Investor Charge Offs and Collateral Charge Offs.
"Investor Default Amount" shall mean, for any Billing Cycle, the
-----------------------
product of the Floating Allocating Percentage for the Monthly Period in which
such Billing Cycle ends times the amount of Receivables in Defaulted Accounts
which in such Billing Cycle are charged off as uncollectible on the Servicer's
computer master file of VISA(R) and Master Card(R) accounts.
"Investor Interest" shall mean, on any date of determination, an
-----------------
amount equal to the sum of (a) the Class A Investor Interest as of such date,
(b) the Class B Investor Interest as of such date and (c) the Collateral
Interest of such date.
"Investor Percentage" shall mean, on any date of determination:
-------------------
(a) when used with respect to any Principal Receivable on any date of
determination during the Revolving Period, the Floating Allocation
Percentage;
(b) when used with respect to Principal Receivables on any date of
determination during the Controlled Accumulation period or the Rapid
Amortization Period, the Principal Allocation Percentage; and
(c) when used with respect to any Finance Charge Receivable and any
Receivable in a Defaulted Account on any date of determination, the
Floating Allocation Percentage;
provided, that in no event shall the Investor Percentage be greater than 100%.
"Loan Agreement" shall mean the agreement among the Seller, the
--------------
Servicer, the Trustee, and the Collateral Interest Holder, dated as of June 19,
1996, as amended or modified from time to time.
"Minimum Aggregate Principal Receivables" shall have the meaning
---------------------------------------
specified in Section 3 hereof.
"Minimum Seller Interest" shall have the meaning specified in Section
-----------------------
3 hereof.
"Monthly Interest" means, with respect to any Distribution Date, the
----------------
sum of the Class A Monthly Interest, the Class B Monthly Interest and the
Collateral Monthly Interest for such Distribution Date.
"Monthly Investor Servicing Fee" shall mean, with respect to each
------------------------------
Monthly Period, an amount equal to 1/12th of the product of the Series Servicing
Fee Percentage and the Investor Interest as of the last day of the preceding
Monthly Period; provided, however, that the Monthly Investor Servicing Fee for
the first Monthly Period shall be $1,660,726.56.
11
<PAGE>
"Monthly Principal Payment" shall mean with respect to any Monthly
-------------------------
Period, for all Series in Group One (including Series 1996-4) which are in an
Amortization Period or Accumulation Period (as such terms are defined in the
related Supplements for all Series in Group One, the sum of (a) the Controlled
Distribution Amount for the related Transfer Date for any Series in Group One in
its Controlled Amortization Period (as such terms are defined in the related
Supplements for all Series in Group One), (b) the Controlled Deposit Amount for
the related Transfer Date for any Series in Group One in its Accumulation
Period, other than its Rapid Accumulation Period, if applicable (as such terms
are defined in the related Supplements for all Series in Group One), (c) the
Investor Interest as of the end of the prior Monthly Period taking into effect
any payments to be made on the following Distribution Date for any Series in
Group One in its Principal Amortization Period or Rapid Amortization Period (as
such terms are defined in the related Supplements for all Series in Group One),
(d) the Adjusted Investor Interest as of the end of the prior Monthly Period
taking into effect any payments or deposits to be made on the following Transfer
Date and Distribution Date for any Series in Group One in its Rapid Accumulation
Period (as such terms are defined in the related Supplements for all Series in
Group One), (e) the excess of the Collateral Interest as of the Transfer Date
occurring in such Monthly Period over the Required Collateral Interest for the
related Transfer Date, assuming no Accumulation Shortfall and (f) such other
amounts as may be specified in the related Supplements for all Series.
"Pay Out Commencement Date" shall mean, with respect to the Series
-------------------------
1996-4 Certificates, the date on which a Trust Pay Out Event is deemed to occur
pursuant to Section 9.01 of the Agreement or a Series 1996-4 Pay Out Event is
deemed to occur pursuant to Section 9 hereof.
"Percentage Allocation" shall have the meaning specified in subsection
---------------------
4.04(d)(iii).
"Pool Amount" shall mean, with respect to any date of determination on
-----------
or after the Implementation Date, an amount equal to the sum of (i) the product
of (x) a fraction, the numerator of which is the Investor Interest on such date
of determination, and the denominator of which is the Aggregate Investor
Interest on such date of determination and (y) the aggregate amount of
Receivables determined at the end of the day immediately prior to such date of
determination, (ii) the amount on deposit in the Series 1996-4 Retention
Subaccount at the end of the day immediately prior to such date of
determination, and (iii) the amount of Excess Amounts and Controlled Excess
Amounts at the end of the day immediately prior to such date of determination.
"Portfolio Adjusted Yield" shall mean, with respect to any Transfer
------------------------
Date, the average of the percentage obtained for the three preceding Monthly
Periods by subtracting the Base Rate from the Portfolio Yield for such Monthly
Period and deducting 0.5% from the result for each Monthly Period.
"Portfolio Yield" shall mean, with respect to Series 1996-4 and with
---------------
respect to any Monthly Period, the annualized percentage equivalent of a
fraction the numerator of which is an amount equal to the sum of (i) the
Available Finance Charge Collections for such Monthly
12
<PAGE>
Period, (ii) any Excess Finance Charge Collections (exclusive of any amounts
included in (i)) that are allocated to Series 1996-4 with respect to such
Monthly Period to the extent deposited in the Finance Charge Account on the
Transfer Date following such Monthly Period, (iii) the Principal Funding
Investment Proceeds deposited into the Finance Charge Account on the Transfer
Date related to such Monthly Period and (iv) the amount of the Reserve Draw
Amount (up to the Available Reserve Account Amount) plus any amounts of interest
and earnings described in subsections 4.15(b) and (d), each deposited into the
Finance Charge Account on the Transfer Date relating to such Monthly Period,
such sum to be calculated on a cash basis after subtracting an amount equal to
the Series 1996-4 Aggregate Investor Default Amount with respect to such Monthly
Period, and the denominator of which is the Investor Interest as of the last day
of the preceding Monthly Period.
"Principal Account" shall have the meaning specified in subsection
-----------------
4.03(a).
"Principal Allocation Percentage" shall mean, with respect to any day
-------------------------------
during a particular Monthly Period, the percentage (rounded to the nearest ten
thousandth of one percent) equivalent (which percentage shall never exceed 100%)
of a fraction, the numerator of which is (a) during the Revolving Period, the
Investor Interest as of the last day of the immediately preceding Monthly Period
and (b) during the Controlled Accumulation Period or the Rapid Amortization
Period, the Investor Interest as of the last day of the Revolving Period and the
denominator of which is the greater of (x) the Aggregate Principal Receivables
in the Trust as of the first day of such particular Monthly Period and (y) the
sum of the numerators used to calculate the principal allocation percentages for
all Series outstanding with respect to such Monthly Period.
"Principal Funding Account" shall have the meaning set forth in
-------------------------
subsection 4.03(a).
"Principal Funding Account Balance" shall mean, with respect to any
---------------------------------
date of determination, the principal amount, if any, on deposit in the Principal
Funding Account on such date of determination.
"Principal Funding Investment Proceeds" shall mean, with respect to
-------------------------------------
each Transfer Date, the investment earnings on funds in the Principal Funding
Account (net of investment expenses and losses) for the period from and
including the immediately preceding Transfer Date to but excluding such Transfer
Date.
"Principal Funding Investment Shortfall" shall mean, with respect to
--------------------------------------
each Transfer Date relating to the Controlled Accumulation Period, the amount,
if any, by which the Principal Funding Investment Proceeds for such Transfer
Date are less than the Covered Amount determined as of such Transfer Date.
"Principal Sharing Series" shall mean Series 1996-4 and any other
------------------------
Series in Group One which does not provide that such Series is not a Principal
Sharing Series in the applicable Series Supplement.
13
<PAGE>
"Principal Shortfall" shall have the meaning specified in Section
-------------------
4.11.
"Qualified Trust Institution" shall have the same meaning as
---------------------------
"Qualified Institution."
"Rapid Amortization Period" shall mean an amortization period
-------------------------
commencing on the Pay Out Commencement Date and ending on the earlier to occur
of (i) the date of termination of the Trust pursuant to Section 12.01 or (ii)
the Series 1996-4 Termination Date.
"Rating Agency" shall mean, with respect to the Series 1996-4
-------------
Certificates, each of Moody's and Standard & Poor's.
"Rating Agency Condition" shall mean, with respect to any action, that
-----------------------
the Rating Agency shall have notified the Seller, the Servicer and the Trustee
in writing that such action will not result in the reduction or withdrawal of
the rating of any outstanding Class by the Rating Agency.
"Reallocated Class B Principal Collections" shall mean, with respect
-----------------------------------------
to any Transfer Date, an amount of Collections of Principal Receivables with
respect to the prior Monthly Period, equal to the least of (i) the amount
specified in subsection 4.11(a), (ii) an amount equal to the product of (a) the
Class B Principal Percentage with respect to the Monthly Period relating to such
Transfer Date and (b) the Principal Allocation Percentage with respect to the
Monthly Period relating to such Transfer Date and (c) the amount of Collections
of Principal Receivables with respect to the Monthly Period relating to such
Transfer Date and (iii) the Class B Investor Interest after giving effect to any
Class B Investor Charge-Offs for such Transfer Date.
"Reallocated Collateral Principal Collections" shall mean, with
--------------------------------------------
respect to any Transfer Date, an amount of Collections of Principal Receivables
with respect to the prior Monthly Period, equal to the least of (i) the sum of
the amounts specified in subsections 4.11(a) (net of Reallocated Class B
Principal Collections) and 4.11(b), (ii) an amount not to exceed the product of
(a) the Collateral Percentage with respect to the Monthly Period relating to
such Transfer Date and (b) the Principal Allocation Percentage with respect to
the Monthly Period relating to such Transfer Date and (c) the amount of
Collections of Principal Receivables with respect to the Monthly Period relating
to such Transfer Date and (iii) the Collateral Interest after giving effect to
any Collateral Charge-Offs for such Transfer Date.
"Reallocated Principal Collections" shall mean the sum of Reallocated
---------------------------------
Collateral Principal Collections and Reallocated Class B Principal Collections.
"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
14
<PAGE>
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 Collateral Interest" shall mean (a) initially,
----------------------------
$69,519,786.10 and (b) on any Transfer Date thereafter, 6.50% of the Investor
Interest on the related Distribution Date (determined after taking into account
the payments to be made on such related Distribution Date), but not less than
$32,085,593.58; provided, however, that (1) if either (i) there is a reduction
in the Collateral Interest pursuant to clause (c), (d) or (e) of the definition
of such term or (ii) a Pay Out Event with respect to the Investor Certificates
has occurred, the Required Collateral Interest for any Transfer Date shall equal
the Required Collateral Interest for the Transfer Date immediately preceding
such reduction or Pay Out Event, (2) in no event shall the Required Collateral
Interest exceed the sum of the outstanding principal balance of (i) the Class A
Certificates and (ii) the Class B Certificates, each as of the related
Distribution Date after taking into account the payments to be made on such
Distribution Date and (3) the Required Collateral Interest may be reduced at any
time to a lesser amount if the Rating Agency delivers to each of the Seller, the
Servicer, the Collateral Interest Holder and the Trustee written confirmation
that after such reduction the Rating Agency Condition has been satisfied.
"Required Reserve Account Amount" shall mean, with respect to any
-------------------------------
Transfer Date on or after the Reserve Account Funding Date, an amount equal to
(a) 0.50% of the outstanding principal balance of the Class A Certificates or
(b) any other amount designated by the Seller; provided, however, that if such
-------- -------
designation is of a lesser amount, the Seller shall (i) provide the Servicer,
the Collateral Interest Holder and the Trustee with evidence that the Rating
Agency Condition shall have been satisfied and (ii) deliver to the Trustee a
certificate of an authorized officer to the effect that, based on the facts
known to such officer at such time, in the reasonable belief of the Seller, such
designation will not cause a Pay Out Event or an event that, after the giving of
notice or the lapse of time, would cause a Pay Out Event to occur with respect
to Series 1996-4.
"Required Retention Percentage", shall mean (i) 3% on any date of
-----------------------------
determination on or after the Implementation Date during the Revolving Period,
(ii) 3% on any date of determination on or after the Implementation Date during
an Amortization Period and (iii) 3% on any other date of determination.
"Reserve Account" shall have the meaning specified in subsection
---------------
4.03(a).
"Reserve Account Funding Date" shall mean the Transfer Date which
----------------------------
occurs not later than the earliest of (a) the Transfer Date with respect to the
Monthly Period which commences three months prior to the commencement of the
Controlled Accumulation Period; (b) the first Transfer Date for which the
Portfolio Adjusted Yield is less than 2%, but in such event the Reserve Account
Funding Date shall not be required to occur earlier than the Transfer Date with
respect to the Monthly Period which commences 12 months prior to the
commencement of the Controlled Accumulation Period; (c) the first Transfer Date
for which the Portfolio Adjusted Yield is less than 3%, but in such event the
Reserve Account Funding Date shall not be required to occur earlier than the
Transfer Date with respect to the Monthly Period which commences six months
prior to the commencement of the Controlled Accumulation
15
<PAGE>
Period; and (d) the first Transfer Date for which the Portfolio Adjusted Yield
is less than 4%, but in such event the Reserve Account Funding Date shall not be
required to occur earlier than the Transfer Date with respect to the Monthly
Period which commences four months prior to the commencement of the Controlled
Accumulation Period.
"Reserve Account Surplus" shall mean, as of any Transfer Date
-----------------------
following the Reserve Account Funding Date, the amount, if any, by which the
amount on deposit in the Reserve Account exceeds the Required Reserve Account
Amount.
"Reserve Draw Amount" shall have the meaning specified in subsection
-------------------
4.15(c).
"Retention Percentage" shall mean (i) with respect to any date of
--------------------
determination on or after the Implementation Date, the numerical equivalent of a
fraction, the numerator of which is equal to the Pool Amount for such date of
determination less the Investor Interest on such date of determination and the
denominator of which is the Pool Amount for such date of determination and (ii)
0% on any other date of determination.
"Revolving Period" shall mean the period from and including June 19,
----------------
1996 to, but not including, the earlier of May 1, 1998 or the Pay Out
Commencement Date.
"Scheduled Series 1996-4 Termination Date" shall mean the February
----------------------------------------
2002 Distribution Date.
"Series 1996-4" shall mean the Series issued pursuant to this Series
-------------
Supplement.
"Series 1996-4 Aggregate Investor Default Amount" shall mean the
-----------------------------------------------
Aggregate Investor Default Amount with respect to Series 1996-4 and such Monthly
Period determined by the Servicer pursuant to subsection 4.02(c)(iii) of the
Agreement.
"Series 1996-4 Certificates" shall mean the Class A Certificates, the
--------------------------
Class B Certificates and the Collateral Interest.
"Series 1996-4 Certificateholder" shall mean the holder of record of
-------------------------------
any Series 1996-4 Certificate.
"Series 1996-4 Collection Subaccount" shall have the meaning specified
-----------------------------------
in Section 4.02B.
"Series 1996-4 Final Termination Date" shall have the meaning set
------------------------------------
forth in Section 10.
"Series 1996-4 Investor Accounts" or "Investor Accounts" shall mean
------------------------------- -----------------
the accounts established pursuant to Section 4.03 hereof.
"Series 1996-4 Investor Exchange" shall mean an Investor Exchange
-------------------------------
pursuant to Section 6.09(b) of the Agreement and Section 19 of this Series
Supplement.
16
<PAGE>
"Series 1996-4 Pay Out Event" shall have the meaning specified in
---------------------------
Section 9 hereof.
"Series 1996-4 Retention Subaccount" shall have the meaning specified
----------------------------------
in Section 4.02A.
"Series 1996-4 Termination Date" shall mean the earlier to occur of
------------------------------
(i) the day after the Distribution Date on which the Series 1996-4 Certificates
and the Collateral Interest are paid in full; (ii) the Scheduled Series 1996-4
Termination Date (unless extended pursuant to Section 10 of this Series
Supplement); or (iii) the Series 1996-4 Final Termination Date.
"Series Servicing Fee Percentage" shall mean 2.15%.
-------------------------------
"Shared Principal Collections" shall mean amounts retained in the
----------------------------
Collection Account as Shared Principal Collections pursuant to subsections
4.04(c)(iii), 4.04(d)(iii) or 4.04(e)(iii) and any amounts designated as Shared
Principal Collections in the Series Supplement for any Principal Sharing Series.
"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).
SECTION 3. Minimum Seller Interest, Minimum Aggregate Principal
----------------------------------------------------
Receivables and Removal of Accounts.
- -----------------------------------
(a) The Minimum Seller Interest applicable to the Series 1996-4
Certificates shall be 7%. The Minimum Aggregate Principal Receivables shall be
the greater of (i) $1,069,519,786.10 less the portion of such amount represented
----
by Series 1996-4 Certificates tendered and canceled pursuant to any Series 1996-
4 Investor Exchange and (ii) the sum of the Initial Investor Interests (as
defined in each applicable Supplement) of all Series then outstanding (other
than Excluded Series) less the portion of the Initial Investor Interest of any
----
Series tendered for an Exchange pursuant to Section 6.09(b) of the Agreement and
as provided in the related Supplement or, if any Series (other than Excluded
Series) calculates the investor percentage with respect to Principal Receivables
by means of a numerator based other than on the Initial Investor Interest of
such Series, then at least equal to the sum of the Initial Investor Interest of
each Series (other than Excluded Series) then outstanding which calculates such
investor percentage on the basis of Initial Investor Interest plus, for each
----
other Series (other than Excluded Series) then outstanding, the then current
numerator used to calculate the investor percentage with respect to Principal
Receivables for such Series. Upon final payment of the Series 1996-4
Certificates, the Minimum Aggregate Principal Receivables shall be computed in a
manner consistent with the Agreement or any future Supplement, as appropriate.
(b) In addition to the requirements contained in Section 2.07(a) and
(b) with respect to the removal of Accounts, pursuant to subsection
2.07(b)(iii)(c), the removal of any Receivables of any Removed Accounts on any
Removal Date shall not, in the reasonable belief of the Seller, result in the
failure to make a Controlled Distribution Amount payment.
17
<PAGE>
SECTION 4. Reassignment and Transfer Terms. The Series 1996-4
-------------------------------
Certificates shall be subject to retransfer to the Seller at its option, in
accordance with the terms specified in subsection 12.02(a) of the Agreement, on
any Distribution Date on or after the Distribution Date on which the Investor
Interest is reduced to an amount less than or equal to 5% of the Initial
Investor Interest. The deposit required in connection with any such repurchase
shall be equal to the sum of (a) the aggregate outstanding principal balance of
the Class A Certificates, the Class B Certificates and the Collateral Interest,
all as of the last day of the Monthly Period preceding the Distribution Date on
which the purchase price will be distributed, plus (b) accrued and unpaid
----
interest thereon to, but not including, the Distribution Date on which the
repurchase occurs, less (c) the amount on deposit in the Finance Charge Account
----
which will be transferred to the Distribution Account pursuant to Section 4.08
or Section 4.10 on the related Transfer Date, less (d) the amount on deposit in
----
the Principal Account which will be transferred to the Distribution Account
pursuant to subsection 4.08(e) on the related Transfer Date.
SECTION 5. Delivery and Payment for the Class A Certificates and the
---------------------------------------------------------
Class B Certificates. The Trustee shall deliver the Class A Certificates and
- --------------------
the Class B Certificates when authenticated in accordance with Section 6.02 of
the Agreement.
SECTION 6. Depositary; Form of Delivery of Class A and Class B
---------------------------------------------------
Certificates.
- ------------
(a) The Class A Certificates and the Class B Certificates shall be
delivered as Book-Entry Certificates as provided in Sections 6.01, 6.02 and 6.09
of the Agreement.
(b) The Depositary for Series 1996-4 shall be The Depository Trust
Company, and the Class A Certificates and the Class B Certificates shall be
initially registered in the name of CEDE & Co., its nominee.
(c) For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Holders of
Series 1996-4 Certificates having Undivided Interests aggregating a specified
percentage, such direction or consent may be given by the Certificate Owners of
the Class A Certificates and the Class B Certificates having interests in the
requisite percentage of Series 1996-4 Certificates, acting through the Clearing
Agency and the Clearing Agency Participants.
SECTION 7. Enhancement. Enhancement for the Series 1996-4
-----------
Certificates shall consist of the Collateral Interest.
SECTION 8. Article IV of Agreement. Any provision of Article IV of
-----------------------
the Agreement which distributes Collections to the Holder of the Exchangeable
Seller Certificate on the basis of the Seller Percentage shall continue to apply
irrespective of the issuance of the Series 1996-4 Certificates. Sections 4.01
and 4.02 of the Agreement shall be read in their entirety as provided in the
Agreement. Article IV of the Agreement (except for Sections 4.01 and 4.02
thereof) shall read in its entirety as follows and shall be applicable to the
Series 1996-4 Certificates:
18
<PAGE>
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS
AND ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.02A. Rights of Investor Certificateholders. The Series
-------------------------------------
1996-4 Certificates shall represent fractional Undivided Interests in the Trust,
consisting of the right to receive, to the extent necessary to make the required
payments with respect to such Series 1996-4 Certificates at the times and in the
amounts specified in this Agreement, (a) the related Investor Percentage of
Collections received with respect to the Receivables and (b) other funds, if
any, allocable to the Series 1996-4 Certificates on deposit in the Collection
Account, the Finance Charge Account, the Principal Account, the Principal
Funding Account, the Reserve Account, the Distribution Account, the Series 1996-
4 Collection Subaccount and the Retention Subaccount (the "Series 1996-4
-------------
Retention Subaccount") with respect to the Series 1996-4 Certificates (the
- --------------------
"Series 1996-4 Interest"). The Exchangeable Seller Certificate shall represent
- -----------------------
the ownership interest in the Trust Assets not allocated to Series 1996-4 or any
other Series outstanding; provided, however, the ownership interest represented
by the Exchangeable Seller Certificate and any other Series outstanding at any
time shall not represent any interest in the Series 1996-4 Collection Subaccount
or in the Enhancement, except as specifically provided in this Article IV.
SECTION 4.02B. The Series 1996-4 Collection Subaccount. Pursuant to
---------------------------------------
Section 4.01 of the Agreement, the Servicer, on behalf of the Trustee, shall
establish and maintain with a Qualified Trust Institution a subaccount of the
Collection Account, for the benefit of the Series 1996-4 Certificateholders,
bearing a designation clearly indicating that the funds therein are held in
trust for the benefit of the Series 1996-4 Certificateholders. The Servicer, on
behalf of the Trustee, at all times shall maintain accurate records reflecting
each transaction in the Series 1996-4 Collection Subaccount and that funds held
therein shall at all times be held in trust for the benefit of the Series 1996-4
Certificateholders. Pursuant to the authority granted to it pursuant to
subsection 3.01(b), the Servicer shall have the power, revocable by the Trustee,
to withdraw funds, and to instruct the Trustee to withdraw funds, from the
Series 1996-4 Collection Subaccount for the purpose of carrying out its duties
hereunder. All such instructions from the Servicer to the Trustee shall be in
writing; provided, however, that the Servicer is entitled to give instructions
to the Trustee by facsimile. Funds on deposit in the Series 1996-4 Collection
Subaccount that are not required to be deposited in the Finance Charge Account,
the Principal Account or the Series 1996-4 Retention Subaccount shall at all
times be invested in Permitted Investments. Any such investment shall mature
and such funds shall be available for withdrawal, on or prior to the third
Business Day following the day on which such funds were so deposited, provided,
that such funds shall be available for withdrawal on the Transfer Date following
the Record Date occurring in the Monthly Period in which such funds were
processed for collection. All interest and earnings (net of losses and
investment expenses) on funds on deposit in the Series 1996-4 Collection
Subaccount shall be deposited by the Servicer upon written notice to the Trustee
by the Seller in a separate deposit account with a Qualified Trust Institution
in the name of Servicer, which shall not constitute a part of the Trust, or
shall otherwise be turned over to the Servicer, not less frequently than
monthly; provided, however, that following the failure of the Servicer to make a
payment or deposit, which failure results in
19
<PAGE>
the occurrence of a Servicer Default with respect to the Series 1996-4
Certificates, such interest and earnings shall not be paid to the Servicer
during the period such Servicer Default is continuing, but shall be retained in,
or deposited into, the Finance Charge Account and shall be treated as
Collections of Finance Charge Receivables allocable to the Series 1996-4
Certificateholders. The Qualified Institution shall maintain for the benefit of
the Series 1996-4 Certificateholders and the Servicer (as its interest appears
herein), possession of any negotiable instrument or security evidencing the
Permitted Investments described in clause (a) of the definition thereof relating
to the Collection Account from the time of purchase thereof until the time of
maturity. Subject to the restrictions set forth above, the Servicer, or a
Person designated in writing by the Servicer, shall instruct the applicable
Qualified Institution in writing with respect to the investment of funds on
deposit in the Series 1996-4 Collection Subaccount. For purposes of determining
the availability of funds or the balances in the Series 1996-4 Collection
Subaccount for any reason under this Agreement, all investment earnings on such
funds (net of losses and expenses) shall be deemed not to be available or on
deposit.
SECTION 4.03. Establishment of Series 1996-4 Investor Accounts.
------------------------------------------------
(a) Finance Charge Account, Reserve Account, Principal Account and
--------------------------------------------------------------
Principal Funding Account. The Servicer, for the benefit of the Series 1996-4
- -------------------------
Certificateholders shall establish and maintain with a Qualified Trust
Institution in the name of the Trustee, on behalf of the Trust, four segregated
trust accounts maintained in the corporate trust department of such Qualified
Trust Institution, and held in trust by such Qualified Trust Institution (the
"Finance Charge Account," "Reserve Account", "Principal Account," and "Principal
- ----------------------- --------------- ----------------- ---------
Funding Account," respectively), bearing a designation clearly indicating that
- ---------------
the funds therein are held in trust for the benefit of the Series 1996-4
Certificateholders. The Servicer, on behalf of the Trustee, at all times shall
maintain accurate records reflecting each transaction in the Principal Account,
Reserve Account, Finance Charge Account and Principal Funding Account and that
funds held therein shall at all times be held in trust for the benefit of the
Series 1996-4 Certificateholders. Pursuant to the authority granted to it
pursuant to subsection 3.01(b), the Servicer shall have the power, revocable by
the Trustee, to withdraw funds, and to instruct the Trustee to withdraw funds,
from the Finance Charge Account, Reserve Account, Principal Account and
Principal Funding Account for the purpose of carrying out its duties hereunder.
All such instructions from the Servicer to the Trustee shall be in writing;
provided, however, that the Servicer is entitled to give instructions to the
Trustee by facsimile.
(b) The Distribution Account. The Servicer, for the benefit of the
------------------------
Series 1996-4 Certificateholders, shall cause to be established and maintained
in the name of the Trustee, with an office or branch of a Qualified Trust
Institution (other than the Seller), a non-interest bearing segregated demand
deposit account maintained in the corporate trust department of such Qualified
Trust Institution, and held in trust by such Qualified Trust Institution (the
"Distribution Account") bearing a designation clearly indicating that the funds
- ---------------------
deposited therein are held in trust for the benefit of the Series 1996-4
Certificateholders. The Paying Agent shall have the revocable authority to make
withdrawals from the Distribution Account.
(c) Administration of the Finance Charge Account, Reserve Account,
--------------------------------------------------------------
Principal Account and Principal Funding Account. Funds on deposit in the
- -----------------------------------------------
Principal Account, Finance
20
<PAGE>
Charge Account, Reserve Account and Principal Funding Account shall at all times
be invested in Permitted Investments. Any such investment shall mature and such
funds shall be available for withdrawal on or prior to the Transfer Date
following the Record Date occurring in the Monthly Period in which such funds
were processed for collection. The Qualified Trust Institution which holds the
Principal Account, Reserve Account, Finance Charge Account and Principal Funding
Account shall maintain for the benefit of the Series 1996-4 Certificateholders
and the Servicer, as their respective interests appear herein, possession of any
negotiable instrument or security evidencing the Permitted Investments relating
to the Principal Account, Reserve Account, Finance Charge Account or Principal
Funding Account, as the case may be, described in clause (a) of the definition
thereof from the time of purchase thereof until the time of maturity. At the
end of each month, all interest and earnings (net of losses and investment
expenses) on funds on deposit in the Principal Account and the Finance Charge
Account shall be deposited by the Servicer upon written notice to the Trustee in
a separate deposit account with a Qualified Trust Institution in the name of the
Servicer, which shall not constitute a part of the Trust, or shall otherwise be
turned over by the Servicer not less frequently than monthly. Subject to the
restrictions set forth above, the Servicer, or a Person designated in writing by
the Servicer, shall instruct the Qualified Trust Institution which holds the
Principal Account, Reserve Account, Finance Charge Account and Principal Funding
Account in writing with respect to the investment of funds on deposit in the
Principal Account, Reserve Account, Finance Charge Account and Principal Funding
Account. For purposes of determining the availability of funds or the balances
in the Finance Charge Account, Reserve Account, Principal Account and Principal
Funding Account for any reason under this Agreement, all investment earnings on
such funds (net of losses and expenses) shall, except as otherwise provided
herein, be deemed not to be available or on deposit.
(d) No Qualified Trust Institution shall be eligible to be the
depository for any of the accounts established pursuant to this Section 4.03
unless it has agreed that, if it ceases to be a "Qualified Trust Institution",
then (i) such entity shall provide the Trustee, the Enhancement Provider, and
the Servicer with prompt written notice that it is no longer a "Qualified Trust
Institution" and (ii) transfer the funds deposited in each of the accounts in
the manner directed by the Servicer within 10 Business Days of the day on which
such entity ceased to be a "Qualified Trust Institution".
SECTION 4.04. Allocations.
-----------
(a) Allocation Adjustment. Unless the Servicer is depositing
---------------------
Collections monthly pursuant to Section 4.02(a) of the Agreement, on each
Collection Recomputation Date to and including the Collection Recomputation Date
after the Collection Recomputation Date referred to in clause (ii) below, the
Servicer shall recompute the allocations to the Series 1996-4 Certificates
previously made pursuant to subsections 4.01(d), 4.02(a), 4.02(b), 4.04(c),
4.04(d) and 4.04(e):
(i) in the case of a Collection Recomputation Date which occurs prior
to the Conversion Date, during each Billing Cycle which ended during the
preceding Monthly Period; and
21
<PAGE>
(ii) in the case of the Collection Recomputation Date which occurs in
the Monthly Period in which the Conversion Date occurs, during each Billing
Cycle which ended during the preceding Monthly Period and on any other Date
of Processing during such Monthly Period;
(such allocations with respect to any such period, the "Estimated Allocations")
---------------------
based on the Collected Finance Charge Receivables and the Collected Principal
Receivables (such allocations with respect to any such period, the "Actual
------
Allocations"), and based on the Actual Allocations of Finance Charge Receivables
- -----------
and Principal Receivables not later than 11:00 a.m. New York City time on the
Transfer Date following such Collection Recomputation Date:
(A) make any necessary deposits or withdrawals with respect to the
Finance Charge Account, the Principal Account, and the Series 1996-4
Retention Subaccount such that the amount on deposit in such Finance Charge
Account and such Principal Account with respect to such Monthly Period is
equal to the Actual Allocation of Finance Charge Receivables and the Actual
Allocation of Principal Receivables, respectively;
(B) pay to the Holder of the Exchangeable Seller Certificate any
underpayment with respect to allocations of Principal Receivables or
Finance Charge Receivables with respect to such Monthly Period;
(C) notify the Holder of the Exchangeable Seller Certificate of the
amount of any overpayment to such Holder and the Holder of the Exchangeable
Seller Certificate shall deposit into the Finance Charge Account, the
Principal Account or the Series 1996-4 Retention Subaccount, as the case
may be, as provided in the notice from the Servicer, the amount of any
overpayment to such Holder which such recomputation discloses; and
(D) for the purposes of administrative convenience, payments to be
made to the Holder of the Exchangeable Seller Certificate and deposits to
be made by the Holder of the Exchangeable Seller Certificate pursuant to
Section 4.04(a) may be netted against each other.
(b) It is the intention of the parties hereto that Section 4.04(a) be
construed so that the reallocation provided for therein shall result in the
Series 1996-4 Certificateholders and the Collateral Interest Holder on the one
hand and the Holder of the Exchangeable Seller Certificate on the other hand
being in the same position they would have been in if the Estimated Allocations
had been based upon actual Collections of Finance Charge Receivables and actual
Collections of Principal Receivables.
(c) 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, pay from the Collection
Account (or, if applicable, the Principal Account) the following amounts as set
forth below:
(i) Deposit in the Finance Charge Account an amount equal to the
product of (A) the applicable Investor Percentage on the Date of Processing
of such Collections (or
22
<PAGE>
as determined on the applicable Determination Date with respect to the
preceding Monthly Period if the Servicer is depositing Collections monthly
pursuant to Section 4.02(a) of the Agreement) and (B) the aggregate amount
of Collections processed in respect of Finance Charge Receivables on such
Date of Processing (or during such Monthly Period, as applicable).
(ii) Deposit in the Series 1996-4 Collection Subaccount for
application, to the extent required by Section 4.11, as Reallocated
Principal Collections on the related Transfer Date, an amount equal to the
product of (A) the sum of the Class B Principal Percentage and the
Collateral Floating Percentage on the Date of Processing of such
Collections (or as determined on the applicable Determination Date with
respect to the previous Monthly Period if the Servicer is depositing
Collections monthly pursuant to Section 4.02(a) of the Agreement), (B) the
applicable Investor Percentage on the Date of Processing of such
Collections (or as determined on the applicable Determination Date with
respect to the preceding Monthly Period if the Servicer is depositing
Collections monthly pursuant to Section 4.02(a) of the Agreement) and (C)
the aggregate amount of such Collections processed in respect of Principal
Receivables on such Date of Processing (or during such Monthly Period, as
applicable), and if on the related Determination Date such amounts are
determined to exceed Reallocated Principal Collections for the related
Transfer Date, the excess shall be applied on or before such Transfer Date
in accordance with clause (iii) below.
(iii) If any other Principal Sharing Series is outstanding and
in its Amortization Period, retain in the Collection Account for
application, to the extent of any Principal Shortfall with respect to such
other Principal Sharing Series, as Shared Principal Collections on the
related Transfer Date, and otherwise pay to the Holder of the Exchangeable
Seller Certificate, an amount equal to (A) the product of (1) the
applicable Investor Percentage on the Date of Processing of such
Collections (or as determined on the applicable Determination Date with
respect to the preceding Monthly Period if the Servicer is depositing
Collections monthly pursuant to Section 4.02(a) of the Agreement) and (2)
the aggregate amount of such Collections processed in respect of Principal
Receivables on such Date of Processing (or during such Monthly Period, as
applicable) less (B) the amount of Collections applied pursuant to clause
(ii) above; provided, however, that in the event that the amount to be paid
to the Holder of the Exchangeable Seller Certificate pursuant to this
subsection 4.04(c)(iii) with respect to any Date of Processing (or during
such Monthly Period, as applicable) exceeds (such excess hereinafter
referred to as the "Excess Amount") the Seller Interest (determined without
-------------
regard to any amounts on deposit in the Retention Account, "Excess
Amounts", "Controlled Excess Amounts" or such other amounts specified in
the Supplement with respect to any Series) on such Date of Processing (or
at the close of business on the last Business Day of such Monthly Period,
as applicable) after giving effect to the inclusion in the Trust of all
Receivables created on or prior to such date and the application of
payments referred to in subsection 4.01(d), the Excess Amount shall be
deposited into the Principal Account to be treated, during any Amortization
Period, as Available Principal Collections for the first Monthly Period
thereof unless otherwise provided in this Section 4.04; further, provided,
however, that in the event that, on any Date of
23
<PAGE>
Processing (or at the close of business on the last Business day of such
Monthly Period, as applicable) on or after the Implementation Date, the
Retention Percentage is less than the Required Retention Percentage, the
Servicer shall, after giving effect to the transfer of the Excess Amount
required by the preceding proviso, deposit in the Series 1996-4 Retention
Subaccount an amount equal to the amount otherwise payable to the Holder of
the Exchangeable Seller Certificate pursuant to this clause 4.04(c)(iii).
If, after the Implementation Date, on any Determination Date with respect
to an Amortization Period, the Seller's Interest (as determined above) is
less than zero, an amount equal to the Principal Allocation Percentage of
such deficiency (less amounts previously deposited in the Principal Account
with respect to such deficiency pursuant to this subsection 4.04(c)(iii)
and subsection 4.04(d)(iii)) shall be transferred from the Series 1996-4
Retention Account to the Principal Account to be applied as Available
Principal Collections on the related Transfer Date.
(iv) If, on any Business Day, (x) Excess Amounts are on deposit in the
Principal Account, and (y) after application of the Collections deposited
on such Business Day in accordance with subsections 4.01(d), 4.04(c)(iii)
and 4.04(d)(iii), the Seller Interest (determined without regard to any
amounts on deposit in the Retention Account, "Excess Amounts", "Controlled
Excess Amounts" or such other amounts specified in the Supplement with
respect to any Series) exceeds zero, (A) the Servicer shall, if such
Business Day occurs before the Implementation Date, withdraw, or instruct
the Trustee to withdraw, and in such case the Trustee shall withdraw, from
the Principal Account funds in an amount equal to the lesser of (1) the
Seller Interest (as determined above) on such Business Day and (2) the
Excess Amounts then on deposit in the Principal Account and pay such funds
to the Holder of the Exchangeable Seller Certificate, and (B) if such
Business Day occurs on or after the Implementation Date and the Retention
Percentage is greater than the Required Retention Percentage, the Servicer
shall withdraw, or instruct the Trustee to withdraw, and in such case the
Trustee shall withdraw, from the Principal Account and pay to the Holder of
the Exchangeable Seller Certificate, funds in an amount equal to the lesser
of (i) the Excess Amounts then on deposit in the Principal Account and (ii)
the product of (x) the Pool Amount on such date of determination and (y)
the amount by which the Retention Percentage on such date of determination
exceeds the Required Retention Percentage on such date of determination.
(d) Allocations During the Controlled Accumulation Period. During
-----------------------------------------------------
the Controlled Accumulation Period, the Servicer shall, prior to the close of
business on the day any Collections are deposited in the Collection Account, pay
from the Collection Account (or, if applicable, the Principal Account) the
following amounts as set forth below:
(i) Deposit in the Finance Charge Account an amount equal to the
product of (A) the applicable Investor Percentage on the Date of Processing
of such Collections (or as determined on the applicable Determination date
with respect to the preceding Monthly Period if the Servicer is depositing
Collections monthly pursuant to Section 4.02(a) of the Agreement) and (B)
the aggregate amount of Collections processed in respect of Finance Charge
Receivables on such Date of Processing (or during such Monthly Period, as
applicable);
24
<PAGE>
(ii) Deposit in the Series 1996-4 Collection Subaccount for
application, to the extent required by Section 4.11, as Reallocated
Principal Collections on the related Transfer Date an amount equal to the
product of (A) the sum of the Class B Principal Percentage and the
Collateral Principal Percentage on the Date of Processing of such
Collections (or as determined on the applicable Determination Date with
respect to the previous Monthly Period if the Servicer is depositing
Collections monthly pursuant to Section 4.02(a) of the Agreement), (B) the
applicable Investor Percentage on the Date of Processing of such
Collections (or as determined on the applicable Determination Date with
respect to the preceding Monthly Period if the Servicer is depositing
Collections monthly pursuant to Section 4.02(a) of the Agreement) and (C)
the aggregate amount of such Collections processed in respect of Principal
Receivables on such Date of Processing (or during such Monthly Period, as
applicable), and if on the related Determination Date such amounts are
determined to exceed Reallocated Principal Collections for the related
Transfer Date, the excess shall be applied on or before such Transfer Date
in accordance with clause (iii) below.
(iii) Deposit in the Principal Account an amount, if any, equal to (A)
the product of (1) the applicable Investor Percentage on the Date of
Processing of such Collections (or as determined on the applicable
Determination Date with respect to the preceding Monthly Period if the
Servicer is depositing Collections monthly pursuant to Section 4.02(a) of
the Agreement) and (2) the aggregate amount of such Collections processed
in respect of Principal Receivables on such Date of Processing (or during
such Monthly Period, as applicable) (for any such Date of Processing, a
"Percentage Allocation") less (B) the amount of Collections applied
---------------------
pursuant to clause (ii) above; 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 sum of the Controlled Accumulation Amount and the Accumulation
Shortfall for such Monthly Period (the "Controlled Deposit Amount"), then
-------------------------
such excess (the "Controlled Excess Amount") shall not be treated as a
------------------------
Percentage Allocation and shall, if any other Principal Sharing Series is
outstanding and in its Amortization Period, be retained in the Collection
Account for application, to the extent of any Principal Shortfall with
respect to such Principal Sharing Series, as Shared Principal Collections
on the related Transfer Date, and otherwise be paid to the Holder of the
Exchangeable Seller Certificate up to the Seller Interest (determined
without regard to any amounts on deposit in the Retention Account, "Excess
Amounts", "Controlled Excess Amounts" or such other amounts specified in
the Supplement with respect to any Series) and thereafter shall be applied
in the manner described in the two immediately following sentences;
provided further, that if on the last day of the Monthly Period the Monthly
Total Percentage Allocation is less than the Controlled Deposit Amount,
then such deficit shall be the "Accumulation Shortfall" for the next
succeeding Monthly Period and the Monthly Total Percentage Allocation shall
be deposited to the Principal Account; further, provided, however, that the
Accumulation Shortfall for the next succeeding Monthly Period shall be
recomputed following the latest Collection Recomputation Date related to
such Monthly Period, based on the adjustments, if any, made pursuant to
subsection 4.04(a). In the event that, on any Date of Processing on which
a Controlled Excess Amount exists, the Controlled Excess Amount exceeds the
Seller Interest (as
25
<PAGE>
determined above) after giving effect to the inclusion in the Trust of all
Receivables created on or prior to such Date of Processing, the Controlled
Excess Amount shall be deposited into the Principal Account. In the event
that, on any Date of Processing on or after the Implementation Date in
which a Controlled Excess Amount is on deposit in the Principal Account,
and the Retention Percentage is equal to or less than the Required
Retention Percentage, the Servicer shall, after giving effect to the
transfer of the Controlled Excess Amount referred to in the preceding
sentence, withdraw, or instruct the Trustee to withdraw, and in such case
the Trustee shall withdraw, from the Principal Account and deposit in the
Series 1996-4 Retention Subaccount an amount equal to the amount otherwise
payable to the Holder of the Exchangeable Seller Certificate pursuant to
this clause 4.04(d)(iii).
(iv) If, on any Business Day, (x) Controlled Excess Amounts are on
deposit in the Principal Account and (y) after application of the
Collections deposited on such Business Day in accordance with subsections
4.01(d), 4.04(c)(iii) and 4.04(d)(iii), the Seller Interest (determined
without regard to any amounts on deposit in the Retention Account, "Excess
Amounts", "Controlled Excess Amounts" or such other amounts specified in
the Supplement with respect to any Series) exceeds zero, (A) the Servicer
shall, if such Business Day occurs before the Implementation Date,
withdraw, or instruct the Trustee to withdraw, and in such case the Trustee
shall withdraw, from the Principal Account funds in an amount equal to the
lesser of (1) the Seller Interest (as determined above) on such Business
Day and (2) the Controlled Excess Amounts then on deposit in the Principal
Account, and pay such funds to the Holder of the Exchangeable Seller
Certificate, and (B) if such Business Day occurs on or after the
Implementation Date and the Retention Percentage is equal to or greater
than the Required Retention Percentage, the Servicer shall withdraw, or
instruct the Trustee to withdraw, and in such case the Trustee shall
withdraw, from the Principal Account and pay to the Holder of the
Exchangeable Seller Certificate, funds in an amount equal to the lesser of
(i) the Controlled Excess Amounts then on deposit in the Principal Account
and (ii) the product of (x) the Pool Amount on such date of determination
and (y) the amount by which the Retention Percentage on such date of
determination exceeds the Required Retention Percentage on such date of
determination.
(e) Allocations During the Rapid Amortization Period. During the
------------------------------------------------
Rapid Amortization Period, the Servicer shall, prior to the close of business on
the day any Collections are deposited in the Collection Account, pay from the
Collection Account the following amounts as set forth below:
(i) Deposit in the Finance Charge Account an amount equal to the
product of (A) the applicable Investor Percentage on the Date of Processing
of such Collections (or as determined on the applicable Determination Date
with respect to the preceding Monthly Period if the Servicer is depositing
Collections monthly pursuant to Section 4.02(a) of the Agreement) and (B)
the aggregate amount of such Collections processed in respect of Finance
Charge Receivables on such Date of Processing (or during such Monthly
Period, as applicable).
26
<PAGE>
(ii) Deposit in the Series 1996-4 Collection Subaccount for
application, to the extent required by Section 4.11, as Reallocated
Principal Collections on the related Transfer Date an amount equal to the
product of (A) the sum of the Class B Principal Percentage and the
Collateral Principal Percentage on the Date of Processing of such
Collections (or as determined on the applicable Determination Date with
respect to the previous Monthly Period if the Servicer is depositing
Collections monthly pursuant to Section 4.02(a) of the Agreement), (B) the
applicable Investor Percentage on the Date of Processing of such
Collections (or as determined on the applicable Distribution Date with
respect to the preceding Monthly Period if the Servicer is depositing
Collections monthly pursuant to Section 4.02(a) of the Agreement) and (C)
the aggregate amount of such Collections processed in respect of Principal
Receivables on such Date of Processing (or during such Monthly Period, as
applicable), and if on the related Determination Date such amounts are
determined to exceed Reallocated Principal Collections for the related
Transfer Date, the excess shall be applied on or before such Transfer Date
in accordance with clause (ii) below.
(iii) Deposit in the Principal Account an amount equal to (A) the
product of (1) the applicable Investor Percentage on the Date of Processing
of such Collections (or as determined on the applicable Determination Date
with respect to the preceding Monthly Period if the Servicer is depositing
Collections monthly pursuant to Section 4.02(a) of the Agreement) and (2)
the aggregate amount of such Collections processed in respect of Principal
Receivables on such Date of Processing (or during such Monthly Period, as
applicable) less (B) the amount of Collections applied pursuant to clause
(ii) above; provided, however, that after the date on which the Investor
Interest has been reduced to zero, the amount determined in accordance with
this subparagraph (iii) shall, if any other Principal Sharing Series is
outstanding and in its Amortization Period or Accumulation Period, be
retained in the Collection Account for application, to the extent
necessary, as Shared Principal Collections on the related Transfer Date,
and otherwise be paid to the Holder of the Exchangeable Seller Certificate
up to the Seller Interest, and the excess if any, will be allocated as a
Principal Receivable in the manner provided in Article IV excluding any
allocations to Series 1996-4.
SECTION 4.05. 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 one-twelfth of the product of (i) the Class A
Certificate Rate and (ii) the outstanding principal amount of the Class A
Certificates as of the close of business on the last day of the preceding
Monthly Period; provided, however, that with respect to the first Distribution
-------- -------
Date, Class A Monthly Interest will include accrued interest at the Class A
Certificate Rate from and including the Closing Date to and excluding such
Distribution Date.
On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "Class A Interest Shortfall"),
--------------------------
of (x) the Class A Monthly Interest for such Distribution Date over (y) the
aggregate amount of funds allocated and available to pay such Class A Monthly
Interest on such Distribution Date. If the Class A Interest
27
<PAGE>
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) the Class
A Certificate Rate and (ii) such Class A Interest Shortfall (or the portion
thereof which has not been paid to the Class A Certificateholders) shall be
payable as provided herein with respect to the Class A Certificates on each
Distribution Date following such Distribution Date to and including the
Distribution Date on which such Class 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 one-twelfth of the product of (i) the Class B
Certificate Rate and (ii) the outstanding principal amount of the Class B
Certificates as of the close of business on the last day of the preceding
Monthly Period; provided, however, that with respect to the first Distribution
-------- -------
Date, Class B Monthly Interest will include accrued interest at the Class B
Certificate Rate from and including the Closing Date to and excluding such
Distribution Date.
On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "Class B Interest Shortfall"),
--------------------------
of (x) the Class B Monthly Interest for such Distribution Date over (y) the
aggregate amount of funds allocated and available to pay such Class B Monthly
Interest on such Distribution Date. 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) the Class B Certificate Rate and
(ii) such Class B Interest Shortfall (or the portion thereof which 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 distributable from the
Distribution Account to the Collateral Interest Holder, which shall be an amount
equal to the product of (i)(A) a fraction, the numerator of which is the actual
number of days in the period from (and including) the immediately prior
Distribution Date (or in the case of the first Distribution Date, the Closing
Date) to (but excluding) such Distribution Date and the denominator of which is
360, times (B) the Collateral Rate in effect with respect to the related
-----
Interest Period, times (ii) the Collateral Interest as of the close of business
-----
on the last day of the preceding Monthly Period (the "Collateral Monthly
------------------
Interest").
- --------
28
<PAGE>
On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "Collateral Interest Payment
---------------------------
Shortfall"), of (x) the Collateral Monthly Interest for such Distribution Date
- ---------
over (y) the aggregate amount of funds allocated and available to pay such
Collateral Monthly Interest on such Distribution Date. If the Collateral
Interest Payment Shortfall with respect to any Distribution Date is greater than
zero, an additional amount ("Collateral Additional Interest") equal to the
------------------------------
product of (i) (A) a fraction, the numerator of which is the actual number of
days in the related Interest Period and the denominator of which is 360, times
(B) the Collateral Rate and (ii) such Collateral Interest Payment Shortfall (or
the portion thereof which has not been paid to the Collateral Interest Holder)
shall be payable as provided herein with respect to the Collateral Interest on
each Distribution Date following such Distribution Date to and including the
Distribution Date on which such Collateral Interest Payment Shortfall is paid to
the Collateral Interest Holder. Notwithstanding anything to the contrary
herein, Collateral Additional Interest shall be payable or distributed to the
Collateral Interest Holder only to the extent permitted by applicable law.
SECTION 4.06. Determination of Monthly Principal.
----------------------------------
(a) The amount of monthly principal ("Class A Monthly Principal") to
-------------------------
be transferred from the Principal Account to the Distribution Account with
respect to the Class A Certificates on each Transfer Date, beginning with the
first to occur of (i) the first Transfer Date with respect to a Rapid
Amortization Period, if any, and (ii) the first Transfer Date with respect to
the Controlled Accumulation Period, shall be equal to the least of (x) the
Available Principal Collections on deposit in the Principal Account with respect
to such Transfer Date, (y) for each Transfer Date with respect to the Controlled
Accumulation Period, the Controlled Deposit Amount for the related Distribution
Date and (z) the Class A Adjusted Investor Interest on such Transfer Date.
(b) The amount of monthly principal ("Class B Monthly Principal") to
-------------------------
be transferred from the Principal Account to the Distribution Account with
respect to the Class B Certificates on each Transfer Date, beginning with the
Transfer Date with respect to Class B Principal Commencement Date, shall be
equal to the least of (x) the Available Principal Collections on deposit in the
Principal Account with respect to such Transfer Date (minus the portion of such
-----
Available Principal Collections to be applied to Class A Monthly Principal on
the related Distribution Date) and (y) the Class B Investor Interest on such
Transfer Date.
(c) The amount of monthly principal (the "Collateral Monthly
------------------
Principal") to be distributed from the Principal Account to the Collateral
- ---------
Interest Holder with respect to the Collateral Interest on each Transfer Date
shall be (A) during the Revolving Period following any reduction of the Required
Collateral Interest pursuant to clause (3) of the proviso in the definition
thereof an amount equal to the lesser of (1) the excess, if any, of the
Collateral Interest (after taking into account any adjustments to be made on
such Transfer Date pursuant to Sections 4.09 and 4.11) over the Required
Collateral Interest on such Transfer Date, or (2) the Available Principal
Collections on such Transfer Date or (B) during the Controlled Accumulation
Period or Rapid Amortization Period an amount equal to the lesser of (1) the
excess, if any, of the Collateral Interest (after taking into account any
adjustments to be made on such Transfer Date pursuant to Sections 4.09 and 4.11)
over the Required Collateral Interest
29
<PAGE>
on such Transfer Date, or (2) the excess, if any, of (i) the Available Principal
Collections on such Transfer Date over (ii) the sum of the Class A Monthly
Principal and the Class B Monthly Principal for such Transfer Date.
SECTION 4.07. Required Amount.
---------------
(a) With respect to each Transfer 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 the related
Distribution Date, (ii) any Class A Monthly Interest previously due but not paid
to the Class A Certificateholders, (iii) any Class A Additional Interest for the
related Distribution Date and any Class A Additional Interest previously due but
not paid to the Class A Certificateholders, (iv) the Class A Servicing Fee for
such Transfer 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
Transfer Date exceeds (b) the Class A Available Funds. In the event that the
Class A Required Amount for such Transfer 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.
(b) With respect to each Transfer Date, on the related Determination
Date, the Servicer shall determine the amount (the "Class B Required Amount"),
-----------------------
if any, by which (a) the sum of (i) Class B Monthly Interest for the related
Distribution Date, (ii) any Class B Monthly Interest previously due but not paid
to the Class B Certificateholders, (iii) any Class B Additional Interest for the
related Distribution Date and any Class A Additional Interest previously due but
not paid to the Class B Certificateholders, (iv) the Class B Servicing Fee for
such Transfer Date, (v) any Class B Servicing Fee previously due but not paid to
the Servicer, and (vi) the Class B Investor Default Amount, if any, for such
Transfer Date exceeds (b) the Class B Available Funds. In the event that the
Class B Required Amount for such Transfer 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.
SECTION 4.08. Application of Class A Available Funds, Class B
-----------------------------------------------
Available Funds, Collateral Available Funds and Available Principal Collections.
- -------------------------------------------------------------------------------
The Servicer shall apply, or shall cause the Trustee to apply, on each Transfer
Date, Class A Available Funds, Class B Available Funds, Collateral Available
Funds on deposit in the Finance Charge Account and Available Principal
Collections on deposit in the Principal Account, in each case with respect to
such Transfer Date, to make the following distributions:
(a) On each Transfer Date, an amount equal to the Class A Available
Funds with respect to such Transfer Date will be distributed in the
following priority:
(i) an amount equal to Class A Monthly Interest for the related
Distribution Date, plus the amount of any Class A Monthly Interest
----
previously due but not distributed to Class A Certificateholders, 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
30
<PAGE>
Distribution Date, shall be transferred to the Distribution Account
for payment to the Class A Certificateholders;
(ii) an amount equal to the Class A Servicing Fee for such
Transfer Date, plus the amount of any Class A Servicing Fee previously
----
due but not distributed to the Servicer on a prior Transfer Date,
shall be distributed to the Servicer (unless such amount has been
netted against deposits to the Collection Account in accordance with
Section 4.02 of the Agreement);
(iii) an amount equal to the Class A Investor Default Amount for
such Transfer Date shall be treated as a portion of Available
Principal Collections for such Transfer Date and deposited into the
Principal Account; and
(iv) the balance, if any, shall constitute Excess Spread and
shall be allocated and distributed as set forth in Section 4.10.
(b) On each Transfer Date, an amount equal to the Class B Available
Funds with respect to such Transfer Date will be distributed in the
following priority:
(i) an amount equal to Class B Monthly Interest for the related
Distribution Date, plus the amount of any Class B Monthly Interest
----
previously due but not distributed to Class B Certificateholders, 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 transferred to the Distribution Account for payment to
the Class B Certificateholders;
(ii) an amount equal to the Class B Servicing Fee for such
Transfer Date, plus the amount of any Class B Servicing Fee previously
----
due but not distributed to the Servicer on a prior Transfer Date,
shall be distributed to the Servicer (unless such amount has been
netted against deposits to the Collection Account in accordance with
Section 4.02 of the Agreement); and
(iii) the balance, if any, shall constitute Excess Spread and
shall be allocated and distributed as set forth in Section 4.10.
(c) On each Transfer Date an amount equal to the Collateral Available
Funds with respect to the Distribution Date will be distributed in the
following priority:
(i) during any period in which neither Chase USA nor an
affiliate thereof is Servicer, an amount equal to the Collateral
Interest Servicing Fee for such Transfer Date plus the amount of any
Collateral Interest Servicing Fee due but not paid to the Servicer on
any prior Transfer Date shall be distributed to the Servicer (unless
such amount has been netted against deposits to the Collection Account
in accordance with Section 4.02 of the Agreement); and
31
<PAGE>
(ii) the balance, if any, shall constitute Excess Spread and
shall be allocated and distributed as set forth in Section 4.10.
(d) On each Transfer Date with respect to the Revolving Period, an
amount equal to the Available Principal Collections deposited in the
Principal Account for the related Monthly Period up to an amount equal to
Collateral Monthly Principal for such Transfer Date will be distributed to
the Collateral Interest Holder in accordance with the Loan Agreement and
the remainder of such Collections shall be treated as Shared Principal
Collections and applied in accordance with Sections 4.04 and 4.13.
(e) On each Transfer Date with respect to the Controlled Accumulation
Period or a Rapid Amortization Period, an amount equal to the Available
Principal Collections deposited in the Principal Account for the related
Monthly Period will be applied in the following priority:
(i) an amount equal to Class A Monthly Principal for the
related Distribution Date, up to the Class A Investor Interest on such
Transfer Date, shall be (A) during the Controlled Accumulation Period
deposited into the Principal Funding Account, and (B) during the Rapid
Amortization Period transferred to the Distribution Account for
payment to the Class A Certificateholders;
(ii) for each Transfer Date beginning on the Class B Principal
Commencement Date, an amount equal to Class B Monthly Principal for
the related Distribution Date, up to the Class B Investor Interest on
such Transfer Date, shall be transferred to the Distribution Account
for payment to the Class B Certificateholders; and
(iii) for each Transfer Date, after giving effect to paragraphs
(i) and (ii) above, an amount equal to the balance, if any, of such
Available Principal Collections then on deposit in the Collection
Account up to an amount equal to Collateral Monthly Principal for such
Distribution Date shall be distributed to the Collateral Interest
Holder in accordance with the Loan Agreement and the remainder of such
Collections shall be treated as Shared Principal Collections and
applied in accordance with Sections 4.04 and 4.13 hereof.
(f) On the earlier to occur of (i) the first Transfer Date with
respect to the Rapid Amortization Period and (ii) the Transfer Date
immediately preceding the Class A Scheduled Payment Date, the Trustee,
acting in accordance with instructions from the Servicer, shall withdraw
from the Principal Funding Account and deposit in the Distribution Account
the amount on deposit in the Principal Funding Account.
(g) The Controlled Accumulation Period is scheduled to commence at the
close of business on April 30, 1998; provided, however, that, if the
-------- -------
Accumulation Period Length (determined as described below) is less than 12
months, the date on which the Controlled Accumulation Period actually
commences will be delayed to the first Business Day of the month that is
the number of whole months prior to the Class A Scheduled
32
<PAGE>
Payment Date at least equal to the Accumulation Period Length and, as a
result, the number of Monthly Periods in the Controlled Accumulation Period
will at least equal the Accumulation Period Length. On the Determination
Date immediately preceding the December 1997 Distribution Date, and each
Determination Date thereafter until the Controlled Accumulation Period
begins, the Servicer will determine the "Accumulation Period Length" which
will equal the number of whole months such that the sum of the Accumulation
Period Factors for each month during such period will be equal to or
greater than the Required Accumulation Factor Number; provided, however,
-------- -------
that the Accumulation Period Length will not be determined to be less than
one month.
SECTION 4.09. 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 Transfer Date. If, on
any Transfer Date, the Class A Required Amount for the related Monthly Period
exceeds the sum of (x) the sum of Reallocated Class B Principal Collections and
Reallocated Collateral Principal Collections with respect to such Monthly Period
and (y) the amount of Excess Spread and the Excess Finance Charge Collections
allocable to Series 1996-4 with respect to such Monthly Period, the Collateral
Interest (after giving effect to reductions for any Collateral Charge-Offs and
any Reallocated Principal Collections on such Distribution Date) will be reduced
by the amount of such excess, but not by more than the lesser of the Class A
Investor Default Amount and the Collateral Interest (after giving effect to
reductions for any Collateral Charge-Offs and any Reallocated Principal
Collections on such Distribution Date) for such Transfer Date. In the event that
such reduction would cause the Collateral Interest to be a negative number, the
Collateral Interest shall be reduced to zero and the Class B Investor Interest
(after giving effect to reductions for any Class B Investor Charge-Offs and any
Reallocated Class B Principal Collections on such Distribution Date) will be
reduced, as of the related Distribution Date, by the amount by which the
Collateral Interest would have been reduced below zero. In the event that such
reduction would cause the Class B Investor Interest to be a negative number, the
Class B Investor Interest shall be reduced to zero and the Class A Investor
Interest shall be reduced by the amount by which the Class B Investor Interest
would have been reduced below zero, but not by more than the excess, if any, of
the Class A Investor Default Amount for such Transfer Date over the aggregate
amount of the reductions, if any, of the Collateral Interest and the Class B
Investor Interest for such Distribution Date (a "Class A Investor Charge-Off").
---------------------------
Class A Investor Charge-Offs shall thereafter be reimbursed and the Class A
Investor Interest increased (but not by an amount in excess of the aggregate
unreimbursed Class A Investor Charge-Offs) on any Distribution Date by the
amount of Excess Spread and Excess Finance Charge Collections allocated and
available on the related Transfer Date for that purpose pursuant to Section
4.10(b). References to "negative numbers" above shall be determined without
regard to the requirement that the Invested Amount of a Class shall not be
reduced below zero.
(b) On each Determination Date, the Servicer shall calculate the
Class B Investor Default Amount, if any, for the related Transfer Date. If, on
any Transfer Date, the Class B Investor Default Amount for such Distribution
Date exceeds the Excess Spread and Excess Finance Charge Collections with
respect to the related Monthly Period which are allocated and available to pay
such amount pursuant to Section 4.10(e) and not required to be
33
<PAGE>
applied pursuant to clause (a) above, the Collateral Interest (after giving
effect to reductions for any Collateral Charge-Offs and any Reallocated
Principal Collections on such Transfer Date and any adjustments with respect
thereto as described in subsection 4.09(a) above) will be reduced, as of the
related Distribution Date, by the amount of such excess but not by more than the
lesser of the Class B Investor Default Amount and the Collateral Interest (after
giving effect to reductions for any Collateral Charge-Offs and any Reallocated
Principal Collections on such Transfer Date and any adjustments with respect
thereto as described in subsection 4.09(a) above) for such Transfer Date. In
the event that such reduction would cause the Collateral Interest to be a
negative number, the Collateral Interest shall be reduced to zero and then the
Class B Investor Interest shall be reduced by the amount of the excess, but not
by more than the excess of the Class B Investor Default Amount over the
aggregate amount of reductions, if any, of the Collateral Interest (other than
reductions pursuant to clause (a) above) for such Distribution Date (a "Class B
-------
Investor Charge-Off"). Class B Investor Charge-Offs shall thereafter be
- -------------------
reimbursed and the Class B Investor Interest increased as of the related
Distribution Date (but not by an amount in excess of the aggregate unreimbursed
Class B Investor Charge-Offs) on any Transfer Date by the amount of Excess
Spread and Excess Finance Charge Collections allocated and available for that
purpose pursuant to Section 4.10(f). References to "negative numbers" above
shall be determined without regard to the requirement that the Invested Amount
of a Class shall not be reduced below zero.
(c) On or before each Transfer Date, the Servicer shall calculate the
Collateral Default Amount. If on any Transfer Date, the Collateral Default
Amount for the prior Monthly Period exceeds the amount of Excess Spread and
Excess Finance Charge Collections which are allocated and available to fund such
amount pursuant to subsection 4.10(i), the Collateral Interest will be reduced
by the amount of such excess but not by more than the lesser of the Collateral
Default Amount and the Collateral Interest for such Distribution Date (a
"Collateral Charge-Off"). The Collateral Interest will after any reduction
- ----------------------
pursuant to this Section 4.09 be reimbursed on any Distribution Date by the
amount of the Excess Spread allocated and available on the related Transfer Date
for that purpose as described under subsection 4.10(j).
SECTION 4.10. Excess Spread; Excess Finance Charge Collections. The
------------------------------------------------
Servicer shall apply, or shall cause the Trustee to apply, on each Transfer
Date, Excess Spread and Excess Finance Charge Collections allocated to Series
1996-4 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 Transfer Date shall be transferred by the Trustee to fund
any deficiency pursuant to Sections 4.08(a)(i), (ii) and (iii); provided,
however, that in the event the Class A Required Amount for such Transfer
Date exceeds the amount of Excess Spread and Excess Finance Charge
Collections allocated to Series 1996-4, such Excess Spread and Excess
Finance Charge Collections shall be applied first to pay amounts due with
respect to such Transfer Date pursuant to Section 4.08(a)(i), second, to
pay the Class A Servicing Fee pursuant to Section 4.08(a)(ii) and third to
pay the Class A Investor Default Amount for such Transfer Date pursuant to
Section 4.08(a)(iii);
34
<PAGE>
(b) an amount equal to the aggregate amount of Class A Investor
Charge-Offs which have not been previously reimbursed as provided in
Section 4.09(a) (after giving effect to the allocation on such Transfer
Date of any amount for that purpose pursuant to Section 4.09(a)) shall be
deposited in the Principal Account and treated as a portion of Available
Principal Collections for such Transfer Date;
(c) an amount equal to the sum of (i) any Class B Monthly Interest to
become due on the related Distribution Date but not funded from amounts
transferred to the Distribution Account on such Transfer Date and any Class
B Monthly Interest not distributed to the Class B Certificateholders on a
prior Distribution Date and (ii) the amount of any Class B Additional
Interest previously due but not funded from amounts transferred to the
Distribution Account on such Transfer Date and any Class B Additional
Interest not distributed to the Class B Certificateholders on a prior
Distribution Date, after giving effect to the allocation in Section
4.08(b)(i), shall be transferred to the Distribution Account 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 Transfer Date or a prior Transfer Date shall be
paid to the Servicer;
(e) an amount equal to the Class B Investor Default Amount for such
Transfer Date shall be deposited in the Principal Account and treated as a
portion of Available Principal Collections for such Transfer Date;
(f) an amount equal to the aggregate amount by which the Class B
Investor Interest has been reduced pursuant to clauses (c), (d) and (e) of
the definition of "Class B Investor Interest" in this Series Supplement
(but not in excess of the aggregate amount of such reductions which have
not been previously reimbursed) shall be deposited in the Principal Account
and treated as a portion of Available Principal Collections for such
Transfer Date;
(g) an amount equal to the Collateral Monthly Interest for the
related Distribution Date, plus the amount of any Collateral Monthly
----
Interest previously due but not distributed to the Collateral Interest
Holder on a prior Distribution Date, plus the amount of any Collateral
----
Additional Interest for such Distribution Date and any Collateral
Additional Interest previously due but not distributed to the Collateral
Interest Holder on a prior Distribution Date shall be deposited in the
Distribution Account for payment to the Collateral Interest Holder in
accordance with the Loan Agreement;
(h) an amount equal to any Monthly Investor Servicing Fees due but
not paid to the Servicer either on such Transfer Date or on a prior
Transfer Date shall be paid to the Servicer;
(i) an amount equal to the Collateral Default Amount, if any, for the
prior Monthly Period shall be deposited in the Principal Account and
treated as a portion of Available Principal Collections for such Transfer
Date;
35
<PAGE>
(j) an amount equal to the aggregate amount by which the Collateral
Interest has been reduced below the Required Collateral Interest for
reasons other than the payment of principal to the Collateral Interest
Holder (but not in excess of the aggregate amount of such reductions which
have not been previously reimbursed) shall be deposited into the Principal
Account and treated as a portion of Available Principal Collections for
such Transfer Date;
(k) on each Transfer Date from and after the Reserve Account Funding
Date, but prior to the date on which the Reserve Account terminates as
described in Section 4.15(f), an amount up to the excess, if any, of the
Required Reserve Account Amount over the Available Reserve Account Amount
shall be deposited into the Reserve Account;
(l) an amount equal to the aggregate of any other amounts then
payable (including any such amounts payable only when funds are available
therefor), other than any such amounts that may be payable to the Seller,
pursuant to the Loan Agreement (to the extent such amounts are payable
pursuant to the Loan Agreement out of Excess Finance Charge Collections and
Excess Spread) shall be distributed to the Collateral Interest Holder for
application in accordance with the Loan Agreement; and
(m) 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 One or to the Holder of the Seller
Certificate as described in Section 4.12.
SECTION 4.11. Reallocated Principal Collections. On or before each
---------------------------------
Transfer Date, the Servicer shall instruct the Trustee in writing (which writing
shall be substantially in the form of Exhibit B hereto) to withdraw from the
---------
Series 1996-4 Collection Subaccount and apply the Reallocated Principal
Collections for such Transfer Date to make the following distributions on each
Distribution Date in the following priority:
(a) an amount equal to the excess, if any, of (i) the Class A
Required Amount, if any, with respect to such Transfer Date over (ii) the
amount of Excess Spread and Excess Finance Charge Collections with respect
to the related Monthly Period shall be applied pursuant to subsections
4.08(a)(i), (ii) and (iii); and
(b) an amount equal to the excess, if any, of (i) the Class B
Required Amount, if any, with respect to such Transfer Date over (ii) the
amount of Excess Spread and Excess Finance Charge Collections allocated and
available to the Class B Certificates pursuant to subsections 4.10(c), (d)
and (e) on such Transfer Date shall be applied pursuant to subsections
4.08(b)(i), (ii) and 4.10(e).
On each Distribution Date, the Collateral Interest shall be reduced by
the amount of Reallocated Principal Collections for the Transfer Date preceding
such Distribution Date. In the event that such reduction would cause the
Collateral Interest (after giving effect to any Collateral Charge-Offs for such
Distribution Date) to be a negative number, the Collateral Interest (after
giving effect to any Collateral Charge-Offs for such Distribution Date) shall be
reduced to zero and the Class B Investor Interest shall be reduced by the amount
by which the
36
<PAGE>
Collateral Interest would have been reduced below zero. In the event that the
reallocation of Reallocated Principal Collections would cause the Class B
Investor Interest (after giving effect to any Class B Investor Charge-Offs for
such Distribution Date) to be a negative number on any Distribution Date,
Reallocated Principal Collections shall be reallocated on the related Transfer
Date in an aggregate amount not to exceed the amount which would cause the Class
B Investor Interest (after giving effect to any Class B Investor Charge-Offs for
such Distribution Date) to be reduced to zero. References to "negative numbers"
above shall be determined without regard to the requirement that the Invested
Amount of a Class not be reduced below zero.
SECTION 4.12. Group One Excess Finance Charge Collections. Series
-------------------------------------------
1996-4 shall be included in Group One. Excess Finance Charge Collections with
respect to all Series in Group One for any Transfer Date will be allocated to
Series 1996-4 in the event that Series 1996-4 has not produced Excess Finance
Charge Collections with respect to such Transfer Date in an amount equal to the
product of (x) the aggregate amount of Excess Finance Charge Collections with
respect to all the Series in Group One for such Transfer Date and (y) a
fraction, the numerator of which is the Investor Interest for Series 1996-4 for
such Transfer Date and the denominator of which is the aggregate amount of
Investor Interests (as defined in each Supplement) for all Series which have not
produced Excess Finance Charge Collections with respect to such Transfer Date.
Any Excess Finance Charge Collections allocated to a Series in Group One which,
when applied under this Section and the applicable Series Supplement, would
produce Excess Finance Charge Collections with respect to such Series for such
Transfer Date shall, to the extent of such latter excess, be paid to the Holder
of the Seller Certificate. The sharing of Excess Finance Charge Collections
among Series in Group One will cease if the Seller shall deliver to the Trustee
an Officer's Certificate to the affect that, in the reasonable belief of the
Seller, the continued sharing of Excess Finance Charge Collections among Series
in Group One would have adverse regulatory implications with respect to the
Seller.
SECTION 4.13. Shared Principal Collections. Shared Principal
----------------------------
Collections for any Transfer Date will be allocated to Series 1996-4 in an
amount equal to the product of (x) the aggregate amount of Shared Principal
Collections with respect to all Principal Sharing Series for such Transfer Date
and (y) a fraction, the numerator of which is the Principal Shortfall for Series
1996-4 for such Transfer Date and the denominator of which is the aggregate
amount of Principal Shortfalls for all the Series which are Principal Sharing
Series for such Transfer Date. The "Principal Shortfall" for Series 1996-4 will
be equal to (a) for any Distribution Date with respect to the Revolving Period,
zero, (b) for any Transfer Date with respect to the Controlled Accumulation
Period, the excess, if any, of, prior to the date on which the Series 1996-4
Certificates are paid in full, the Controlled Deposit Amount with respect to
such Distribution Date and, thereafter, the Collateral Interest, over, in either
case, 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 a Rapid Amortization Period, the
excess, if any, of the Investor Interest over the amount of Available Principal
Collections for such Transfer Date (excluding any portion thereof attributable
to Shared Principal Collections). "Principal Shortfall" for other Series in
-------------------
Group One shall have the meaning set forth in the related Series Supplement.
37
<PAGE>
SECTION 4.14. Principal Funding Account.
-------------------------
(a) The Trustee, at the direction of the Servicer, shall (i) make
withdrawals from the Principal Funding Account from time to time, in the amounts
and for the purposes set forth in this Series Supplement, and (ii) on each
Transfer Date (from and after the commencement of the Controlled Accumulation
Period) prior to termination of the Principal Funding Account make a deposit
into the Principal Funding Account in the amount specified in, and otherwise in
accordance with, subsection 4.08(e).
(b) On the Transfer Date occurring in the month following the
commencement of the Controlled Accumulation Period and on each Transfer Date
thereafter with respect to the Controlled Accumulation Period, the Trustee,
acting at the Servicer's direction given on or before such Transfer Date, shall
transfer from the Principal Funding Account to the Finance Charge Account the
Principal Funding Investment Proceeds on deposit in the Principal Funding
Account, but not in excess of the Covered Amount, for application as Class A
Available Funds applied pursuant to subsection 4.08(a).
Any Excess Principal Funding Investment Proceeds shall be paid to the
holder of the Exchangeable Seller Certificate on each Transfer Date. An amount
equal to any Principal Funding Investment Shortfall shall be deposited in the
Finance Charge Account on each Transfer Date from the Reserve Account to the
extent funds are available pursuant to subsection 4.15(d).
SECTION 4.15. Reserve Account.
----------------
(a) The Trustee, at the 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 set forth in
this Series Supplement, and (ii) on each Transfer Date (from and after the
Reserve Account Funding Date) prior to termination of the Reserve Account make a
deposit into the Reserve Account in the amount specified in, and otherwise in
accordance with, subsection 4.10(k).
(b) 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 Permitted Investments that will mature so that such
funds will be available for withdrawals on or prior to the following Transfer
Date. No Permitted Investment shall be disposed of prior to its maturity. 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
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 into the Finance Charge
Account and included in the Class A Available Funds for such Transfer Date. For
purposes of determining the availability of funds or the balance in the Reserve
Account for any reason under this Series Supplement, except as otherwise
provided in the preceding sentence, investment earnings on such funds shall be
deemed not to be available or on deposit.
38
<PAGE>
(c) On or before each Transfer Date with respect to the Controlled
Accumulation Period prior to the payment in full of the Class A Investor
Interest and or before the first Transfer Date with respect to the Rapid
Amortization Period, the Servicer shall calculate the "Reserve Draw Amount"
which shall be equal to the Principal Funding Investment Shortfall with respect
to each Transfer Date with respect to the Controlled Accumulation Period or the
first Transfer Date with respect to the Rapid Amortization Period; provided,
--------
however, that such amount will be reduced to the extent that funds otherwise
- -------
would be available for deposit in the Reserve Account number Section 4.10(k)
with respect to such Transfer Date.
(d) In the event that for any Transfer 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 such Transfer
Date by the Trustee (acting in accordance with the instructions of the
Servicer), deposited into the Finance Charge Account and included in Class A
Available Funds for such Transfer Date.
(e) In the event that the Reserve Account Surplus on any Transfer
Date, after giving effect to all deposits to and withdrawals from the Reserve
Account with respect to such Transfer Date, is greater than zero, the Trustee,
acting in accordance with the instructions of the Servicer, shall withdraw from
the Reserve Account, and pay in accordance with the Loan Agreement, an amount
equal to such Reserve Account Surplus.
(f) Upon the earliest to occur of (i) the termination of the Trust
pursuant to Article XII of the Agreement, (ii) if the Controlled Accumulation
Period has not commenced, the first Transfer Date relating to the Rapid
Amortization Period and (iii) if the Controlled Accumulation Period has
commenced, the earlier of the first Transfer Date with respect to the Rapid
Amortization Period and the Transfer Date immediately preceding the Class A
Scheduled Payment Date, the Trustee, acting in accordance with the instructions
of the Servicer, after the prior payment of all amounts owing to the Series
1996-4 Certificateholders that are payable from the Reserve Account as provided
herein, shall withdraw from the Reserve Account and pay in accordance with the
Loan Agreement, all amounts, if any, on deposit in the Reserve Account and the
Reserve Account shall be deemed to have terminated for purposes of this Series
Supplement.
SECTION 4.16. Time of Deposits and Withdrawals. Any deposit,
--------------------------------
withdrawal, transfer or other payment required to be made to or from the
Collection Account, Finance Charge Account, Principal Account, Distribution
Account or Series 1996-4 Retention Subaccount shall be deemed to occur when the
instructions with respect to such deposit, withdrawal, transfer or other payment
have been transmitted over the applicable automated payment system.
SECTION 4.17. Conversion from Collections during Billing Cycles to
----------------------------------------------------
Collections during Monthly Periods.
- ----------------------------------
(a) The Servicer may deliver to the Trustee and the Rating Agency a
notice that it has changed the software that it uses to service the Accounts and
that, effective as of a certain date specified in such notice (the "Notice
------
Date"), and on each day thereafter, the Servicer is able to calculate the
- ----
aggregate amount of Receivables, Finance Charge Receivables and
39
<PAGE>
Principal Receivables effective as of any date of determination, and is not
limited to calculating such amounts by reference to the amount thereof as of the
end of each Billing Cycle. The "Conversion Date" shall occur on the later of:
---------------
(i) the first day of any Monthly Period specified in such
notice;
(ii) the first day of any Monthly Period following the amendment
of the Agreement such that:
(A) the Aggregate Receivables, Aggregate Finance Charge
Receivables and Aggregate Principal Receivables on any date of
determination shall equal the aggregate amount hereof as of the
close of business on the last day of the Monthly Period preceding
such date of determination;
(B) Collections which are available for distribution on any
Transfer Date shall be based on Collections received during the
preceding Monthly Period, not on Collections received during
Billing Cycles which ended during the preceding Monthly Period;
(C) the Agreement no longer refers to Collections received
or allocated during Billing Cycles;
(D) the Portfolio Yield for the Monthly Period in which the
Conversion Date occurs shall be adjusted, if necessary, to
compensate for any distortion in the Portfolio Yield resulting
from such conversion; and
(E) such other matters as may be required by the Trustee,
the Rating Agency or the Servicer to accomplish the intent of the
foregoing;
provided, however, that the Rating Agency shall have confirmed in writing that
such amendment will not result in the Rating Agency's reducing or withdrawing
its rating on any then outstanding Series rated by it.
(b) Notwithstanding anything contained in the Agreement to the
contrary, the Agreement may be amended pursuant to Section 13.01(a)(i) from time
to time by the Seller, the Servicer and the Trustee and without the consent of
the Certificateholders, (i) to amend the reallocation provisions of Section
4.02(b) and Section 4.04 to accomplish the intention expressed in Section
4.04(b), and (ii) to accomplish the intention expressed in Section 4.17(a).
Such amendment may also amend the provisions of the Agreement regarding the
Retention Account in order to continue the operation of such Account, modify the
provisions regarding deposits into or withdrawals from such Account (provided
that only amounts which would otherwise be payable to the Holder of the
Exchangeable Seller Certificate may be used to fund such Account) and provided
that funds therein may be treated as Principal Receivables for purposes of
satisfying the Minimum Seller Interest and Minimum Aggregate Principal
Receivables requirements of Section 2.06(a) and 6.09(b).
40
<PAGE>
(c) On the Determination Date related to the Conversion Month, the
Servicer shall withdraw, or instruct the Trustee to withdraw, and the Trustee,
acting in accordance with such instructions shall, withdraw and pay to the
Holder of the Exchangeable Seller Certificate on the succeeding Transfer Date,
an amount equal to the amount by which (i) the Collections of Finance Charge
Receivables processed during each Billing Cycle which ended during the
Conversion Month and Collections of Finance Charge Receivables processed on any
other Date of Processing during the Conversion Month, in each case which are
allocated to the Investor Interest and deposited in the Finance Charge Account
pursuant to Article IV, exceeds (ii) the Available Finance Charge Collections
for the Conversion Month.
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
(THE FOLLOWING PORTION OF THIS
ARTICLE IS APPLICABLE ONLY TO SERIES 1996-4.)
SECTION 5.01. Distributions. On each Distribution Date, the Paying
-------------
Agent shall distribute (in accordance with the certificate delivered by the
Servicer to the Trustee pursuant to Section 3.04(b)) to each Series 1996-4
Certificateholder of record on the immediately preceding Record Date and the
Collateral Interest Holder (other than as provided in Section 2.04(e) or Section
12.03 hereof respecting a final distribution) such Certificateholder's pro rata
--- ----
share (based on the aggregate Undivided Interests represented by Series 1996-4
Certificates held by such Certificateholder and the Collateral Interest Holder)
of amounts on deposit in the Distribution Account as are payable to the Series
1996-4 Certificateholders of such Class pursuant to Sections 4.08 and 4.10
hereof by check mailed to each Certificateholder except that (i) with respect to
Certificates registered in the name of the nominee of a Clearing Agency, such
distribution shall be made in immediately available funds and (ii) with respect
to the Collateral Interest, such distribution shall be made in accordance with
the Loan Agreement.
SECTION 5.02. Monthly Certificateholders' Statement.
-------------------------------------
(a) On or before each Distribution Date, the Paying Agent shall
forward to each Series 1996-4 Certificateholder, the Rating Agency and any
Series 1996-4 Certificate Owner, upon the written request of such Series 1996-4
Certificate Owner, a statement substantially in the form of Exhibit C hereto
prepared by the Servicer setting forth among other things the following
information (which, in the case of subclauses (i), (ii) and (iii) below, shall
be stated on the basis of an original principal amount of $1,000 per Certificate
and, in the case of subclauses (viii) and (ix) shall be stated on an aggregate
basis and on the basis of an original principal amount of $1,000 per
Certificate):
(i) the total amount distributed on such Distribution Date;
41
<PAGE>
(ii) the amount of such distribution, if any, allocable to
Certificate Principal of each Class;
(iii) the amount of such distribution allocable to Certificate
Interest of each Class;
(iv) the amount of Collections of Principal Receivables processed
during (A) the Billing Cycles which ended during the preceding Monthly
Period, (B) the Billing Cycles which ended during the preceding Monthly
Period and on any other Date of Processing during such Monthly Period or
(C) the preceding Monthly Period, as appropriate, and allocated in respect
of the Series 1996-4 Certificates;
(v) the aggregate amount of Principal Receivables, the Investor
Interest, the Class A Investor Interest, the Class B Investor Interest, the
Collateral Interest as a percentage of the aggregate amount of Principal
Receivables in the Trust as of the end of the day on the last day of the
preceding Monthly Period, the Class A Floating Percentage, the Class B
Floating Percentage, the Class B Principal Percentage, the Collateral
Floating Percentage and the Collateral Principal Percentage;
(vi) the aggregate outstanding balance of Accounts which are up to
29, 30-59, 60-89 and 90 or more days delinquent in accordance with the
Servicer's then existing Account Guidelines as of the end of the day on the
last day of,the related Billing Cycle which ended during the preceding
Monthly Period;
(vii) the Aggregate Investor Default Amount, the Class A Investor
Default Amount, the Class B Investor Default Amount and the Collateral
Default Amount, in each case for the preceding Monthly Period;
(viii) the Investor Charge Offs, Class A Charge Offs, Class B Charge
Offs and Collateral Charge Offs for the preceding Monthly Period;
(ix) the Investor Charge Offs, Class A Charge Offs, Class B Charge
Offs and Collateral Charge Offs reimbursed on the Transfer Date immediately
preceding such Distribution Date;
(x) the Investor Monthly Servicing Fee, Class A Monthly Servicing
Fee, Class B Monthly Servicing Fee and Collateral Monthly Servicing Fee for
the preceding Monthly Period;
(xi) the Available Collateral Interest and the Required Collateral
Interest, each as of the close of business on such Distribution Date;
(xii) the aggregate amount of Collections of Finance Charge
Receivables during (A) the Billing Cycles which ended during the preceding
Monthly Period, (B) the Billing Cycles which ended during the preceding
Monthly Period and on any other Date of
42
<PAGE>
Processing during such Monthly Period or (C) the preceding Monthly Period,
as appropriate, and allocated in respect of the Series 1996-4 Certificates;
(xiii) Accumulation Shortfall; and
(xiv) the Pool Factor as of the preceding Record Date.
The Monthly Certificateholders' Statement, the Monthly Payment
Instructions and Notification to the Trustee and the Servicer's Certificate
shall be substantially in the form of Exhibits C, B and D, respectively, hereto,
------------- -
with such changes as the Servicer may determine to be necessary or desirable;
provided, however, that no such change shall serve to exclude information
required by this subsection 5.02(a). The Servicer shall, upon making such
determination, deliver to the Trustee and the Rating Agency an Officer's
Certificate to which shall be annexed the form of such Exhibit, as so changed.
Upon the delivery of such Officer's Certificate to the Trustee, such Exhibit, as
so changed, shall for all purposes of this Agreement constitute such Exhibit.
The Trustee may conclusively rely upon such Officer's Certificate as to such
change conforming to the requirements of this Agreement.
(b) Annual Certificateholders' Tax Statement. On or before January
----------------------------------------
31 of each calendar year, beginning with calendar year 1997, the Servicer shall
furnish to the Paying Agent, who shall distribute to each Person who at any time
during the preceding calendar year was a Series 1996-4 Certificateholder, a
statement prepared by the Servicer containing the information required to be
contained in the regular monthly report to Series 1996-4 Certificateholders, as
set forth in subclauses (i), (ii) and (iii) above, aggregated for such calendar
year or the applicable portion thereof during which such Person was a Series
1996-4 Certificateholder, together with such other customary information
(consistent with the treatment of the Certificates as debt) as the Trustee or
the Servicer deems necessary or desirable to enable the Series 1996-4
Certificateholders to prepare their tax returns. Such obligations of the Paying
Agent 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.
SECTION 9. Series 1996-4 Pay Out Events. If any one of the following
----------------------------
events shall occur during the Revolving Period or the Controlled Accumulation
Period with respect to the Series 1996-4 Certificates:
(a) failure on the part of the Seller or the Holder of the
Exchangeable Seller Certificate (i) to make any payment or deposit required
by the terms of (A) the Agreement relating to the Series 1996-4
Certificates, or (B) this Series Supplement, on or before the date
occurring five days after the date such payment or deposit is required to
be made herein or (ii) duly to observe or perform in any material respect
any covenants or agreements of the Seller set forth in the Agreement, which
failure has a material adverse effect on the Series 1996-4
Certificateholders 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 Seller by the Trustee, or to
the Seller and the Trustee by the Enhancement Provider or the Holders of
Series
43
<PAGE>
1996-4 Certificates evidencing Undivided Interests aggregating not less
than 50% of the Investor Interest of this Series 1996-4, and continues to
affect materially and adversely the interests of the Series 1996-4
Certificateholders for such period;
(b) any representation or warranty made by the Seller in the
Agreement, including this Series Supplement, or any information contained
in a computer file or microfiche list required to be delivered by the
Seller pursuant to Section 2.01, 2.06 or 3.04(c), (i) 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 Seller by the Trustee, or to
the Seller and the Trustee by the Enhancement Provider or the Holders of
the Series 1996-4 Certificates evidencing Undivided Interests aggregating
not less than 50% of the Investor Interest of this Series 1996-4, and (ii)
as a result of which the interests of the Series 1996-4 Certificateholders
are materially and adversely affected and continue to be materially and
adversely affected for such period; provided, however, that a Series 1996-4
Pay Out Event pursuant to this subsection 9.01(b) shall not be deemed to
have occurred hereunder if the Seller has accepted reassignment of the
related Receivable, or all of such Receivables, if applicable, during such
period in accordance with the provisions hereof;
(c) the Portfolio Yield averaged for any three consecutive Monthly
Periods is reduced to a rate which is less than the Base Rate averaged over
the same three Monthly Periods;
(d) the Seller shall fail to convey Receivables arising under
Additional Accounts to the Trust, as required by subsection 2.06(a) of the
Agreement; or
(e) any Servicer Default shall occur which would have a material
adverse effect on the Holders of the Series 1996-4 Certificates; or
(f) the Class A Investor Interest shall not be paid in full on the
Class A Scheduled Payment Date or the Class B Investor Interest shall not
be paid in full on the Class B Scheduled Payment Date;
then, in the case of any event described in subparagraph (a), (b) or (e), after
the applicable grace period set forth in such subparagraphs, either the Trustee
or the Holders of Series 1996-4 Certificates evidencing Undivided Interests
aggregating more than 50% of the Investor Interest of this Series by notice then
given in writing to the Seller and the Servicer (and to the Trustee if given by
the Certificateholders) may declare that a pay out event (a "Series 1996-4 Pay
-----------------
Out Event") has occurred and shall be deemed to have occurred as of the date of
- ---------
such notice, and in the case of any event described in subparagraphs (c), (d) or
(f), a Series 1996-4 Pay Out Event shall occur without any notice or other
action on the part of the Trustee, the Enhancement Provider or the Series 1996-4
Certificateholders immediately upon the occurrence of such event.
44
<PAGE>
SECTION 10. Series 1996-4 Termination.
-------------------------
In the event that the final distribution of principal and interest to
the Series 1996-4 Certificateholders has not occurred before the Distribution
Date occurring in the second month preceding the month in which the Scheduled
Series 1996-4 Termination Date occurs (the "Extension Date"), the right of
--------------
Series 1996-4 Certificateholders to receive payments from the Trust may, by vote
of the Holders of Series 1996-4 Certificates evidencing Undivided Interests
aggregating not less than 66 2/3% of the Investor Interest of any Class of this
Series prior to the Transfer Date in the month immediately preceding the month
in which the Scheduled Series 1996-4 Termination Date occurs, be extended until
the earlier of (i) the February 2003 Distribution Date or (ii) the day after the
Distribution Date following the date on which funds shall have been deposited in
the Distribution Account sufficient to pay the Investor Interest plus Series
1996-4 Certificate interest accrued through and including the last day of the
month preceding the month in which such Distribution Date occurs (the "Series
------
1996-4 Final Termination Date"). The Trustee shall notify the Series 1996-4
- -----------------------------
Certificateholders, by notice given by first-class mail to such Series 1996-4
Certificateholders at their addresses as they appear on the Certificate
Register, no later than the Extension Date, that: (i) unless the requisite
percentage of Holders of Series 1996-4 Certificates as of the Record Date
immediately succeeding the Extension Date vote to extend the right of the Series
1996-4 Certificateholders to receive payments from the Trust until the Final
Series 1996-4 Termination Date prior to the Transfer Date in the month
immediately preceding the month in which the Scheduled Series 1996-4 Termination
Date occurs, the right of the Series 1996-4 Certificateholders from the Trust
will terminate on the Scheduled Series 1996-4 Termination Date; and (ii) (unless
the Rating Agency notifies the Trustee to the contrary prior to such Record
Date) that the ratings assigned to the Series 1996-4 Certificates by the Rating
Agency will be withdrawn on the Scheduled Series 1996-4 Termination Date. In
the event that the Series 1996-4 Certificateholders of any Class vote to extend
the right of the Series 1996-4 Certificateholders to receive payments from the
Trust, the Servicer shall continue to collect payments on the Receivables and
apply such Collections as provided in Article IV, and the Series 1996-4
Certificates of each Class shall be treated as a single Class of Class A
Certificates for all purposes of this Series Supplement except that the interest
rate for each Class shall continue to be the respective rate provided herein for
such Class.
SECTION 11. Ratification and Reaffirmation of Pooling and Servicing
-------------------------------------------------------
Agreement. As supplemented by this Series Supplement, the Agreement is in all
- ---------
respects ratified and confirmed and the Agreement as so supplemented by this
Series Supplement shall be read, taken, and construed as one and the same
instrument.
SECTION 12. Ratification and Reaffirmation of Representations and
-----------------------------------------------------
Warranties. Except as otherwise provided in the Agreement, each of the Seller,
- ----------
the Servicer and the Trustee hereby ratify and reaffirm its representations and
warranties contained in the Agreement as follows: (a) with respect to the
Seller, the representations and warranties contained in (i) Section 2.03, (ii)
Section 2.04(a) (with respect to the Agreement as supplemented by this Series
Supplement) and (iii) Section 2.04(b), (b) with respect to the Servicer, the
representations and warranties contained in Section 3.03 of the Agreement and
(c) with respect to the Trustee, the
45
<PAGE>
representations and warranties contained in Section 11.15 of the Agreement, as
though such representations and warranties were made by such party at and as of
the Closing Date.
SECTION 13. Rights Under Section 9.02. With respect to Series 1996-4
-------------------------
and any subsequently issued Series and the reference in Section 9.02(a) of the
Agreement to "instructions of Holders of Investor Certificates evidencing more
than 50% of the investor interest of any Series (or, with respect to any Series
with two or more Classes, 50% of any Class)", neither the Series 1996-4
Certificateholders nor any Class thereof shall be deemed to have given such
instructions unless Holders of not less than 50% of the Investor Interest of
Series 1996-4 and each Class thereof together with Holders of not less than 50%
of the investor interest of each other Series issued subsequent to January 1,
1995 and each Class thereof give such instructions.
SECTION 14. No Subordination. Notwithstanding the provisions
----------------
contained in Section 13.01 to the contrary, the Agreement may also be amended
from time to time by the Servicer, the Seller and the Trustee with the consent
of (a) the Holders of Series 1996-4 Certificates evidencing Undivided Interests
aggregating not less than 100% of the Class A Investor Interest and the Class B
Investor Interest and (b) the Collateral Interest Holder, for the purpose of (i)
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Series Supplement or (ii) modifying in any manner the rights
of the Investor Certificateholders which would, in either case, result in the
subordination of the rights of the Series 1996-4 Certificateholders or the
Collateral Interest Holder to the rights of the Holders of any other Series.
SECTION 15. Repurchase of the Series 1996-4 Certificates. In the
--------------------------------------------
event of a breach of any of the representations and warranties set forth in
Section 12(a)(ii) of this Series Supplement, either the Trustee, or the Holders
of Series 1996-4 Certificates evidencing Undivided Interests aggregating more
than 50% of the Investor Interest, by notice then given in writing to the Seller
(and to the Trustee and the Servicer, if given by the Series 1996-4
Certificateholders), may direct the Seller to repurchase the Series 1996-4
Certificates within 60 days of such notice, or within such longer period as may
be specified in such notice, which period shall not exceed 120 days), and the
Seller shall be obligated to repurchase on a Distribution Date specified by the
Seller (such Distribution Date, the "Repurchase Date") occurring within such
---------------
applicable period on the terms and conditions set forth below; provided,
however, that no such repurchase shall be required to be made if, at any time
during such applicable period, the representations and warranties contained in
Section 12(a)(ii) hereof, shall then be true and correct in all material
respects. The Seller shall deposit on the Transfer Date (in New York Clearing
House, next day funds) immediately preceding such Repurchase Date, an amount
equal to the reassignment deposit amount for such Certificates in the
Distribution Account, for distribution to the Series 1996-4 Certificateholders
pursuant to Article XII of the Agreement and Section 10 hereof. The
reassignment deposit amount for such reassignment shall be equal to (i) the
Investor Interest at the end of the day on the last day of the Monthly Period
preceding the Repurchase Date, less the amount on deposit in the Principal
Account which will be transferred to the Distribution Account on the related
Transfer Date, (ii) an amount equal to all interest accrued but unpaid on the
Series 1996-4 Certificates at the applicable rates through the end of the
Interest Period in which such Transfer Date occurs and all other amounts then
46
<PAGE>
owing to the Collateral Interest Holder, less the amount on deposit in the
Finance Charge Account which will be transferred to the Distribution Account on
the related Transfer Date, and (iii) any amounts owing by Chase USA pursuant to
the Loan Agreement. Payment of the portion of the reassignment deposit amount
and the deposit of the amounts referred to in the second portion of clause (i)
and in clause (ii) of the preceding sentence into the Distribution Account,
shall be considered a prepayment in full of the Series 1996-4 Certificates. The
Series 1996-4 Termination Date shall be deemed to have occurred on the
Repurchase Date as long as such amount was deposited in full into the
Distribution Account on such Transfer Date; provided, however, that any amounts
owing by Chase USA pursuant to the Loan Agreement shall not be deposited into
the Distribution Account, and shall be paid to the Collateral Interest Holder
for application in accordance with the terms of the Loan Agreement. If the
Trustee or the Series 1996-4 Certificateholders give notice directing the Seller
to repurchase the Series 1996-4 Certificates as provided above, the obligation
of the Seller to repurchase the Series 1996-4 Certificates and to pay the
repurchase deposit amount pursuant to this Section 15 shall constitute the sole
remedy respecting a breach of the representations and warranties contained in
Section 12(a)(ii) available to the Series 1996-4 Certificateholders or the
Trustee on behalf of the Series 1996-4 Certificateholders.
SECTION 16. Counterparts. This Series Supplement may be executed in
------------
any number of counterparts, each of which so executed shall be deemed to be an
original, but all of such counterparts shall together constitute but one and the
same instrument.
SECTION 17. Additional Covenants of the Trustee. The Trustee hereby
-----------------------------------
covenants that it will not execute any amendment to the Loan Agreement which
relates to (i) any right or obligation of the Trust or the Trustee under the
Loan Agreement, (ii) any provision of the Loan Agreement relating to the
nonrecourse nature of the Loan Agreement, or (iii) any provision of the Loan
Agreement which constitutes an agreement by the Agent or a Collateral Interest
Holder not to institute bankruptcy or similar proceedings against the Trust or
(iv) any provision of the Loan Agreement which requires the consent of the
Trustee to any amendment or waiver of the terms thereof, unless it has received
a notice from Standard & Poor's and Moody's that such amendment will not result
in the reduction or withdrawal of their respective then existing ratings of the
Series 1996-4 Certificates.
SECTION 18. Third-Party Beneficiaries. The Agreement and this Series
-------------------------
Supplement will inure to the benefit of the Collateral Interest Holder. Without
limiting the generality of the foregoing, all covenants and agreements in the
Agreement which expressly confer rights upon the Collateral Interest Holder
shall be for the benefit of and run directly to the Collateral Interest Holder,
and the Collateral Interest Holder shall be entitled to rely on and enforce such
covenants to the same extent as if it were a party to the Agreement hereto.
SECTION 19. Series 1996-4 Investor Exchange. Pursuant to subsection
-------------------------------
6.09(b), the Series 1996-4 Certificateholders may tender their Series 1996-4
Certificates, and the Holder of the Exchangeable Seller Certificate may tender
the Exchangeable Seller Certificate, in exchange for (i) one or more newly
issued Series of Investor Certificates and (ii) a reissued Exchangeable Seller
Certificate in accordance with the terms and conditions contained in a notice of
exchange delivered to the Series 1996-4 Certificateholders. Such notice of
exchange will
47
<PAGE>
specify, among other things: (a) the amount of Series 1996-4 Certificates of
each Class that may be tendered, (b) the Certificate Rate or Rates with respect
to the new Series, (c) the term of the Series and the terms and amount of each
Class, if any, (d) the method of computing the investor percentage, (e) the
manner of Enhancement, if any, with respect to such Series and (f) the time and
the manner in which the tender and cancellation of the Series 1996-4
Certificates and the issuance of the new Series of Certificates will be
effectuated. Upon satisfaction of the conditions contained in subsections
6.09(b) and 6.09(c), and the receipt by the Trustee of the exchange notice and
the related Supplement, the Trustee shall cancel the existing Exchangeable
Seller Certificate and the applicable Series 1996-4 Certificates, and shall
issue such Series of Investor Certificates and a new Exchangeable Seller
Certificate, each dated the Exchange Date.
SECTION 20. Servicing Compensation. The Monthly Investor Servicing
----------------------
Fee shall be determined by the Servicer on each Determination Date and allocated
pro rata by the Servicer on each such date to the Class A Certificates, the
- --- ----
Class B Certificates and the Collateral Interest based upon the Class A Floating
Percentage (the "Class A Servicing Fee"), the Class B Floating Percentage (the
---------------------
"Class B Servicing Fee") and the Collateral Floating Percentage (the "Collateral
- ---------------------- ----------
Interest Servicing Fee"), respectively.
- ----------------------
SECTION 21. Governing Law. THIS SERIES SUPPLEMENT SHALL BE CONSTRUED
-------------
IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, 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 22. Notices. Notices which are required to be given
-------
hereunder to the Collateral Interest Holder be given in the manner specified in
Section 13.05 of the Agreement to the Agent at its address specified in the Loan
Agreement, or at such other address as the Agent may direct in writing.
48
<PAGE>
IN WITNESS WHEREOF, the Seller the Servicer and the Trustee have
caused this Series Supplement to be duly executed by their respective officers
as of the day and year first above written.
THE CHASE MANHATTAN BANK (USA),
as Seller and as Servicer
By: /s/ Keith Schuck
---------------------------
Name: Keith Schuck
Title: Vice President
YASUDA BANK AND TRUST COMPANY (U.S.A.),
as Trustee
By: Anthony A. Bocchino
---------------------------
Name: Anthony A. Bocchino
Title: Vice President
<PAGE>
EXHIBIT A-1
-----------
FORM OF CLASS A CERTIFICATE
---------------------------
No. R-A-[_] $[_________]
CUSIP No. 161 612 AP1
Chase Manhattan Credit Card Master Trust
Class A 6.73% Asset Backed Certificate, Series 1996-4
Each $1,000 minimum denomination represents
-------------------------------------------
1/957,220 of the Class A Investor Interest
------------------------------------------
Evidencing an undivided interest in certain assets of a trust, the corpus of
which consists of a portfolio of selected VISA* and MasterCard* credit card
receivables generated or to be generated by The Chase Manhattan Bank (USA).
(Not an interest in or obligation of
The Chase Manhattan Bank (USA)
or any Affiliate thereof.)
UNLESS THIS CLASS A CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CHASE
MANHATTAN BANK (USA) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CLASS A CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS 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 SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
This certifies that CEDE & CO. (the "Class A Certificateholder") is
the registered owner of an undivided interest in certain assets of a trust (the
"Trust"), the corpus of which consists of a portfolio of receivables (the
"Receivables") now existing or hereafter created under selected VISA and
MasterCard credit card accounts (the "Accounts") of The Chase Manhattan Bank
(USA), a banking corporation organized under the laws of the State of Delaware,
all monies due or to become due in payment of the Receivables and certain other
assets and interests included in the Trust pursuant to a Pooling and Servicing
Agreement dated as of June 1, 1991 and the Series 1996-4 Supplement thereto
dated as of June 1, 1996 (collectively, the
- ---------------------
*VISA and MasterCard are registered trademarks of VISA USA, Inc., and
MasterCard International Incorporated, respectively.
<PAGE>
"Agreement"), by and between The Chase Manhattan Bank (USA), as Seller and
Servicer, and Yasuda Bank and Trust Company (U.S.A.), as Trustee (the
"Trustee").
The Seller has structured the Agreement and the Series 1996-4
Certificates with the intention that the Series 1996-4 Certificates will qualify
under applicable tax law as indebtedness. Each Series 1996-4 Certificateholder
(or Series 1996-4 Certificate Owner) by acceptance of its Certificate (or, in
the case of a Series 1996-4 Certificate Owner, by virtue of such Series 1996-4
Certificate Owner's acquisition of a beneficial interest therein), agrees to
treat the Series 1996-4 Certificates consistently with, and to take no action
inconsistent with, the treatment of the Series 1996-4 Certificates (or
beneficial interest therein) for purposes of federal, state, local and foreign
income or franchise taxes and any other tax imposed on or measured by income, as
indebtedness.
To the extent not defined herein, capitalized terms used herein have
the meanings assigned in the Agreement. This Class A Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement, as amended from time to time, the Class A Certificateholder
by virtue of the acceptance hereof assents and by which the Class A
Certificateholder is bound.
THE AGREEMENT AND THE CLASS A CERTIFICATES CREATED THEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE 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.
The assets of the Trust in which this Class A Certificate represents
an interest consist of (i)(a) the Receivables now existing and hereafter created
and arising in connection with the Accounts, (b) all monies due or to become due
with respect thereto (including all Finance Charge Receivables), (c) all
proceeds (as defined in Section 9-306 of the UCC as in effect in the State of
Delaware) of such Receivables and Insurance Proceeds relating thereto,
(d) Recoveries relating thereto and (e) Interchange allocable to the Trust
pursuant to Section 2.05(k) of the Agreement, and (ii) such funds as from time
to time are deposited in the Collection Account, the Investor Accounts and the
Principal Account. This Class A Certificate is one of a series of Certificates
entitled "Chase Manhattan Credit Card Master Trust Class A 6.73% Asset Backed
Certificates, Series 1996-4" (the "Class A Certificates"), each of which
represents an undivided interest in certain assets of the Trust, including the
right to receive Collections allocable to the Class A Certificates and other
amounts at the times and in the amounts specified in the Agreement to be
deposited in the Finance Charge Account, the Principal Account and the
Distribution Account.
Also issued under the Agreement are the "Chase Manhattan Credit Card
Master Trust Class B 6.89% Asset-Backed Certificates, Series 1996-4" (the "Class
B Certificates"), which represent an undivided interest in the Trust subordinate
to the Class A Certificates, and the "Chase Manhattan Credit Card Master Trust
Collateral Interest, Series 1996-4" (the "Collateral Interest" and, collectively
with the Class A Certificates and the Class B Certificates, the "Series 1996-4
Investor Certificates"), which represents an undivided interest in the Trust
A-1-2
<PAGE>
that is subordinate to the Class A Certificates and Class B Certificates. The
aggregate interest represented by the Class A Certificates and the Class B
Certificates at any time in the Principal Receivables in the Trust shall not
exceed an amount equal to the Class A Investor Interest and Class B Investor
Interest, respectively, at such time. The initial Class A Investor Interest is
$957,220,000 as of June 19, 1996 (the "Closing Date"). The Initial Class B
Investor Interest is $42,780,000 as of the Closing Date. The Collateral Initial
Interest is $69,519,786.10 as of the Closing Date. The Class A Investor
Interest on any date of determination will be an amount (not less than zero)
equal to (a) the Initial Class A Investor Interest, minus (b) the aggregate
-----
amount of principal payments made to the Class A Certificateholders on or prior
to such date, minus (c) the excess, if any, of the aggregate amount of Class A
-----
Investor Charge-Offs for all prior Distribution Dates over Class A Investor
----
Charge-Offs reimbursed prior to such date of determination minus (d) the
-----
principal amount of Class A Certificates previously tendered and exchanged
pursuant to an Investor Exchange.
In addition to the Certificates, an Exchangeable Seller Certificate
will be issued to the Seller pursuant to the Agreement, and other Series of
Certificates may from time to time be issued by the Trust, which will represent
an undivided interest in the Trust. The Exchangeable Seller Certificate will
represent the interest in the Principal Receivables not represented by the
Series 1996-4 Certificates or any other Series of Certificates.
Interest will accrue on the Class A Certificate with respect to each
Interest Period, at the rate of 6.73% per annum, as more specifically set forth
in the Agreement (the "Class A Certificate Rate"), and will be distributed
monthly on the 15th day of each month (or, if such day is not a Business Day, on
the next Business Day) (each, a "Distribution Date"), commencing July 15, 1996,
to the Class A Certificateholders of record as of the last day of the month
preceding the related Distribution Date (the "Record Date").
In general, as set forth in the Agreement, payments of principal with
respect to the Class A Certificates will be limited to the Class A Investor
Interest, which may be less than the unpaid principal balance of the Class A
Certificates. The final principal payment with respect to the Class A
Certificates is scheduled to be made on the May 1999 Distribution Date, but the
final principal payment may be made earlier or later under certain circumstances
set forth in the Agreement.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER OR THE SERVICER, AND NEITHER THE CERTIFICATES NOR THE ACCOUNTS OR
RECEIVABLES ARE INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. THIS CERTIFICATE IS LIMITED IN
RIGHT OF PAYMENT TO CERTAIN COLLECTIONS RESPECTING THE RECEIVABLES, ALL AS MORE
SPECIFICALLY SET FORTH HEREINABOVE AND IN THE AGREEMENT.
As provided in the Agreement, withdrawals from the Investor Accounts
may be made upon the instructions of the Servicer from time to time for purposes
other than distributions to Certificateholders.
A-1-3
<PAGE>
The Agreement permits, with certain exceptions, the amendment thereof
and the modification of the rights and obligations of the Servicer and the
rights of the Investor Certificateholders under the Agreement at any time by the
Servicer, the Seller and the Trustee in certain cases with the consent of the
holders of record of Investor Certificates evidencing undivided interests
aggregating not less than 66 2/3% of the Investor Interest of each outstanding
Series adversely affected by such amendment; provided, however, that no such
amendment shall (a) reduce in any manner the amount of, or delay the timing of,
distributions which are required to be made on any Investor Certificate, (b)
change the definition of or the manner of calculating the Investor Interest, the
Investor Percentage, or the Investor Default Amount or (c) reduce the aforesaid
percentage required to consent to any such amendment, without the consent of
each Investor Certificateholder then of record. Any such amendment and any such
consent by the holder of record of this Certificate shall be conclusive and
binding on such Certificateholder and on any Certificate issued in exchange
hereof or in lieu hereof whether or not notation thereof is made upon this
Certificate.
The transfer of this Certificate shall be registered in the
Certificate Register upon surrender of this Certificate for registration of
transfer at any office or agency maintained by the Transfer Agent and Registrar
accompanied by a written instrument of transfer in a form satisfactory to the
Trustee and the Transfer Agent and Registrar duly executed by the
Certificateholder or such Certificateholder's attorney-in-fact duly authorized
in writing, and thereupon one or more new Certificates of authorized
denominations and for the same aggregate Undivided Interests will be issued to
the designated transferee or transferees.
As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates evidencing
like aggregate Fractional Undivided Interests, as requested by the
Certificateholder surrendering such 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 Servicer, the Trustee, the Paying Agent and the Transfer Agent and
Registrar, and any agent of any of them, may treat the person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Servicer, the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor
any agent of any of them or of any such agent shall be affected by notice to the
contrary except in certain circumstances described in the Agreement.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
A-1-4
<PAGE>
IN WITNESS WHEREOF, The Chase Manhattan Bank (USA) has caused this
Certificate to be executed by its duly authorized officer.
THE CHASE MANHATTAN BANK (USA)
By:
---------------------------
Dated: June 19, 1996
A-1-5
<PAGE>
Form of Trustee's Certificate of Authentication
-----------------------------------------------
This is one of the Class A Certificates referred to in the within-
mentioned Agreement.
Yasuda Bank and Trust Company (U.S.A.),
as Trustee
By:
------------------------------------
Authorized Officer
A-1-6
<PAGE>
EXHIBIT A-2
-----------
FORM OF CLASS B CERTIFICATE
---------------------------
No. R-B-[_] $[_________]
CUSIP No. 161 612 AQ9
Chase Manhattan Credit Card Master Trust
Class B 6.89% Asset Backed Certificate, Series 1996-4
Each $1,000 minimum denomination represents
-------------------------------------------
1/42,780 of the Class B Investor Interest
-----------------------------------------
Evidencing an undivided interest in certain assets of a trust, the corpus of
which consists of a portfolio of selected VISA* and MasterCard* credit card
receivables generated or to be generated by The Chase Manhattan Bank (USA).
(Not an interest in or obligation of
The Chase Manhattan Bank (USA)
or any Affiliate thereof.)
THIS CLASS B CERTIFICATE IS SUBORDINATED IN CERTAIN RIGHTS OF PAYMENT TO THE
CLASS A CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
UNLESS THIS CLASS B CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CHASE
MANHATTAN BANK (USA) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CLASS B CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS 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 SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
This certifies that CEDE & CO. (the "Class B Certificateholder") is
the registered owner of an undivided interest in certain assets of a trust (the
"Trust"), the corpus of which consists of a portfolio of receivables (the
"Receivables") now existing or hereafter created under selected VISA and
MasterCard credit card accounts (the "Accounts") of The Chase Manhattan
- --------------------
*VISA and MasterCard are registered trademarks of VISA USA, Inc., and
MasterCard International Incorporated, respectively.
<PAGE>
Bank (USA), a banking corporation organized under the laws of the State of
Delaware, all monies due or to become due in payment of the Receivables, and
certain other assets and interests included in the Trust pursuant to a Pooling
and Servicing Agreement dated as of June 1, 1991 and the Series 1996-4
Supplement thereto dated as of June 1, 1996 (collectively, the "Agreement"), by
and between The Chase Manhattan Bank (USA), as Seller and Servicer, and Yasuda
Bank and Trust Company (U.S.A.), as Trustee (the "Trustee").
The Seller has structured the Agreement and the Series 1996-4
Certificates with the intention that the Series 1996-4 Certificates will qualify
under applicable tax law as indebtedness. Each Series 1996-4 Certificateholder
(or Series 1996-4 Certificate Owner) by acceptance of its Certificate (or, in
the case of a Series 1996-4 Certificate Owner, by virtue of such Series 1996-4
Certificate Owner's acquisition of a beneficial interest therein), agrees to
treat the Series 1996-4 Certificates consistently with, and to take no action
inconsistent with, the treatment of the Series 1996-4 Certificates (or
beneficial interest therein) for purposes of federal, state, local and foreign
income or franchise taxes and any other tax imposed on or measured by income, as
indebtedness.
To the extent not defined herein, capitalized terms used herein have
the meanings assigned in the Agreement. This Class B Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement, as amended from time to time, the Class B Certificateholder
by virtue of the acceptance hereof assents and by which the Class B
Certificateholder is bound.
THE AGREEMENT AND THE CLASS B CERTIFICATES CREATED THEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE 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.
The assets of the Trust in which this Class B Certificate represents
an interest consist of (i)(a) the Receivables now existing and hereafter created
and arising in connection with the Accounts, (b) all monies due or to become due
with respect thereto (including all Finance Charge Receivables), (c) all
proceeds (as defined in Section 9-306 of the UCC as in effect in the State of
Delaware) of such Receivables and Insurance Proceeds relating thereto,
(d) Recoveries relating thereto and (e) Interchange allocable to the Trust
pursuant to Section 2.05(k) of the Agreement, and (ii) such funds as from time
to time are deposited in the Collection Account, the Investor Accounts and the
Principal Account. This Class B Certificate is one of a series of Certificates
entitled "Chase Manhattan Credit Card Master Trust Class B 6.89% Asset Backed
Certificates, Series 1996-4" (the "Class B Certificates"), each of which
represents an undivided interest in certain assets of the Trust, including the
right to receive Collections allocable to the Class B Certificates and other
amounts at the times and in the amounts specified in the Agreement to be
deposited in the Finance Charge Account, the Principal Account and the
Distribution Account.
Also issued under the Agreement are the "Chase Manhattan Credit Card
Class A 6.73% Asset-Backed Certificates, Series 1996-4" (the "Class A
Certificates"), which represent
A-2-2
<PAGE>
an undivided interest in the Trust senior to the Class B Certificates, and the
"Chase Manhattan Credit Card Master Trust Collateral Interest, Series 1996-4"
(the "Collateral Interest" and, collectively with the Class A Certificates and
the Class B Certificates, the "Series 1996-4 Investor Certificates"), which
represents an undivided interest in the Trust subordinate to the Class A
Certificates and Class B Certificates. The aggregate interest represented by
the Class A Certificates and the Class B Certificates at any time in the
Principal Receivables in the Trust shall not exceed an amount equal to the Class
A Investor Interest and Class B Investor Interest, respectively, at such time.
The Initial Class A Investor Interest is $957,220,000 as of June 19, 1996 (the
"Closing Date"). The Initial Class B Investor Interest is $42,780,000 as of the
Closing Date. The Collateral Initial Interest is $69,519,786.10 as of the
Closing Date. The Class B Investor Interest on any date of determination will
be an amount (not less than zero) equal to (a) the Initial Class B Investor
Interest, minus (b) the aggregate amount of principal payments made to the Class
-----
B Certificateholders prior to such date, minus (c) the aggregate amount of Class
-----
B Investor Charge-Offs for all prior Transfer Dates, minus (d) the amount of
-----
Reallocated Class B Principal Collections allocated on all prior Transfer Dates,
minus (e) an amount equal to the amount by which the Class B Investor Interest
- -----
has been reduced to cover the Class A Investor Default Amount on all prior
Transfer Dates, plus (f) the amount of Excess Spread and Excess Finance Charge
----
Collections allocated and available on all prior Transfer Dates for the purpose
of reimbursing amounts deducted pursuant to the forgoing clauses (c), (d) and
(e), minus (g) the principal amount of Class B Certificates previously tendered
-----
and exchanged pursuant to an Investor Exchange.
In addition to the Certificates, an Exchangeable Seller Certificate
will be issued to the Seller pursuant to the Agreement, and other Series of
certificates may from time to time be issued by the Trust, which will represent
an undivided interest in the Trust. The Exchangeable Seller Certificate will
represent the interest in the Principal Receivables not represented by the
Series 1996-4 Certificates or any other Series of certificates.
Interest will accrue on the Class B Certificates with respect to each
Interest Period, at the rate of 6.89% per annum, as more specifically set forth
in the Agreement (the "Class B Certificate Rate"), and will be distributed
monthly on the 15th day of each month (or, if such day is not a Business Day, on
the next Business Day) (each, a "Distribution Date"), commencing on July 15,
1996 to the Class B Certificateholders of record as of the last day of the month
preceding the related Distribution Date (the "Record Date").
In general, as set forth in the Agreement, payments of principal with
respect to the Class B Certificates will be limited to the Class B Investor
Interest, which may be less than the unpaid principal balance of the Class B
Certificates. The final principal payment with respect to the Class B
Certificates is scheduled to be made on the June 1999 Distribution Date, but the
final principal payment may be made earlier or later under certain circumstances
set forth in the Agreement.
The Class B Certificates will be subordinated to the Class A
Certificates as to priority of payment and otherwise, to the extent provided in
the Agreement. In certain circumstances, funds otherwise payable to Class B
Certificateholders could be reallocated to make payments on the Class A
Certificates and charge-offs otherwise allocable to the Class A
A-2-3
<PAGE>
Certificates could be reallocated to the Class B Certificates, resulting in a
reduced Class B Investor Interest.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER OR THE SERVICER, AND NEITHER THE CERTIFICATES NOR THE ACCOUNTS OR
RECEIVABLES ARE INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. THIS CERTIFICATE IS LIMITED IN
RIGHT OF PAYMENT TO CERTAIN COLLECTIONS RESPECTING THE RECEIVABLES, ALL AS MORE
SPECIFICALLY SET FORTH HEREINABOVE AND IN THE AGREEMENT.
As provided in the Agreement, withdrawals from the Investor Accounts
may be made upon the instructions of the Servicer from time to time for purposes
other than distributions to Certificateholders.
The Agreement permits, with certain exceptions, the amendment thereof
and the modification of the rights and obligations of the Servicer and the
rights of the Investor Certificateholders under the Agreement at any time by the
Servicer, the Seller and the Trustee in certain cases with the consent of the
holders of record of Investor Certificates evidencing undivided interests
aggregating not less than 66 2/3% of the Investor Interest of each outstanding
Series adversely affected by such amendment; provided, however, that no such
amendment shall (a) reduce in any manner the amount of, or delay the timing of,
distributions which are required to be made on any Investor Certificate, (b)
change the definition of or the manner of calculating the Investor Interest, the
Investor Percentage, or the Investor Default Amount or (c) reduce the aforesaid
percentage required to consent to any such amendment, without the consent of
each Investor Certificateholder then of record. Any such amendment and any such
consent by the holder of record of this Certificate shall be conclusive and
binding on such Certificateholder and on any Certificate issued in exchange
hereof or in lieu hereof whether or not notation thereof is made upon this
Certificate.
The transfer of this Certificate shall be registered in the
Certificate Register upon surrender of this Certificate for registration of
transfer at any office or agency maintained by the Transfer Agent and Registrar
accompanied by a written instrument of transfer in a form satisfactory to the
Trustee and the Transfer Agent and Registrar duly executed by the
Certificateholder or such Certificateholder's attorney-in-fact duly authorized
in writing, and thereupon one or more new Certificates of authorized
denominations and for the same aggregate Undivided Interests will be issued to
the designated transferee or transferees.
As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates evidencing
like aggregate Fractional Undivided Interests, as requested by the
Certificateholder surrendering such 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.
A-2-4
<PAGE>
The Servicer, the Trustee, the Paying Agent and the Transfer Agent and
Registrar, and any agent of any of them, may treat the person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Servicer, the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor
any agent of any of them or of any such agent shall be affected by notice to the
contrary except in certain circumstances described in the Agreement.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
A-2-5
<PAGE>
IN WITNESS WHEREOF, The Chase Manhattan Bank (USA) has caused this
Certificate to be executed by its duly authorized officer.
THE CHASE MANHATTAN BANK (USA)
By:
---------------------------
Dated: June 19, 1996
A-2-6
<PAGE>
Form of Trustee's Certificate of Authentication
-----------------------------------------------
This is one of the Class B Certificates referred to in the within-
mentioned Agreement.
Yasuda Bank and Trust Company (U.S.A.),
as Trustee
By:
------------------------------------
Authorized Officer
A-2-7
<PAGE>
EXHIBIT B
---------
FORM OF MONTHLY PAYMENT INSTRUCTIONS
AND NOTIFICATION TO THE TRUSTEE
___________________________________
THE CHASE MANHATTAN BANK (USA)
___________________________________
Chase Manhattan Credit Card Master Trust
Series 1996-4
____________________________________
Capitalized terms used in this Certificate have their respective
meanings set forth in the Pooling and Servicing Agreement, dated as of June 1,
1991, and the Series 1996-4 Supplement, dated as of June 1, 1996 (together, the
"Agreement"), by and between The Chase Manhattan Bank (USA) ("Chase"), as
Servicer, and Yasuda Bank and Trust Company (U.S.A.), as trustee (the
"Trustee"); provided, that the "preceding Monthly Period" shall mean the Monthly
Period immediately preceding the calendar month in which this Certificate is
delivered. References herein to certain sections and subsections are references
to the respective sections and subsections of the Agreement. This Certificate
is delivered pursuant to the terms of the Agreement.
The undersigned, a duly authorized representative of the Servicer
does hereby certify as follows:
1) Chase is the Servicer under the Agreement.
2) The undersigned is a Servicing Officer.
3) The date of this notice is __________, _____, which is a
Determination Date under the Agreement.
I. INSTRUCTION TO MAKE A WITHDRAWAL
--------------------------------
Pursuant to Section 4.08, the Servicer does hereby instruct the
Trustee to apply, on __________, ____, which date is a Transfer Date under the
Agreement, Class A Available Funds, Class B Available Funds, Collateral
Available Funds from the Finance Charge Account and Available Principal Funds
from the Principal Account [and the Principal Funding Account] to make the
following distributions:
B-1
<PAGE>
<TABLE>
<CAPTION>
A) To the Distribution Account for payment to the
----------------------------------------------
Class A Certificateholders Pursuant to
----------------------------------------
Subsection 4.08(a)(i):
---------------------
<S> <C>
(1) Class A Monthly Interest for the
related Distribution Date................... $_______
(2) Class A Monthly Interest accrued but not
paid........................................ $_______
(3) Class A Additional Interest................. $_______
(4) Class A Additional Interest accrued but not
paid........................................ $_______
B) To the Servicer, Pursuant to Subsection 4.08(a)(ii).
----------------------------------------------------
If neither Chase USA, nor any Affiliate thereof,
------------------------------------------------
is the Servicer:
---------------
(1) The Class A Servicing Fee for the preceding
Monthly Period.............................. $_______
(2) Class A Servicing Fees previously due but
not distributed............................. $_______
C) To the Principal Account, Pursuant to Subsection
------------------------------------------------
4.08(a)(iii):
------------
(1) Class A Investor Default Amount for the
preceding Monthly Period (to be treated as a
portion of Available Principal Collections). $_______
D) Pursuant to Subsection 4.08(a)(iv):
----------------------------------
(1) Portion of Excess Spread from Class A
Available Funds to be allocated and
distributed as provided in Part II hereof... $_______
E) To the Distribution Account for payment to the
----------------------------------------------
Class B Certificateholders Pursuant to
--------------------------------------
Subsection 4.08(b)(i):
--------------------
(1) Class B Monthly Interest for the related
Distribution Date........................... $_______
(2) Class B Monthly Interest accrued but not
paid........................................ $_______
(3) Class B Additional Interest................. $_______
(4) Class B Additional Interest accrued but not
paid........................................ $_______
</TABLE>
B-2
<PAGE>
<TABLE>
<S> <C>
F) To the Servicer, Pursuant to Subsection 4.08(b)(ii).
----------------------------------------------------
If neither Chase USA, nor any Affiliate thereof,
------------------------------------------------
is the Servicer:
---------------
(1) The Class B Servicing Fee for the preceding
Monthly Period.............................. $_______
(2) Class B Investor Servicing Fees previously
due but not distributed..................... $_______
G) Pursuant to Subsection 4.08(b)(iii):
-----------------------------------
(1) Portion of Excess Spread from Class B
Available Funds to be allocated and
distributed as provided in Part II hereof... $_______
H) To the Servicer, Pursuant to Subsection 4.08(c)(i).
---------------------------------------------------
If neither Chase USA, nor any Affiliate thereof, is
---------------------------------------------------
the Servicer:
------------
(1) The Collateral Interest Servicing Fee for
the preceding Monthly Period................ $_______
(2) Collateral Interest Servicing Fee previously
due but not distributed..................... $_______
I) Pursuant to Subsection 4.08(c)(ii):
----------------------------------
(1) Portion of Excess Spread from Collateral
Available Funds to be allocated and
distributed as provided in Part II hereof... $_______
J) Pursuant to Section 4.08(d):
---------------------------
(1) To the Collateral Interest Holder, Available
Principal Collections, if any, applied in
accordance with the Loan Agreement............... $_______
(2) Available Principal Collections, if any, to be
treated as Shared Principal Collections and
distributed as provided in Section 4.13.......... $_______
K) To the Principal Funding Account or to the
------------------------------------------
Distribution Account for payment to the appropriate
---------------------------------------------------
parties, Pursuant to Section 4.08(e):
-----------------------------------
(1) The amount of Class A Monthly Principal..... $_______
</TABLE>
B-3
<PAGE>
<TABLE>
<S> <C>
(2) The amount of Class B Monthly Principal..... $_______
(3) The amount of Collateral Monthly Principal.. $_______
(4) Amounts remaining, if any, to be treated as
Shared Principal Collections and applied in
accordance with Section 4.13................ $_______
</TABLE>
II. APPLICATION OF EXCESS SPREAD AND EXCESS FINANCE CHARGE COLLECTIONS
------------------------------------------------------------------
Pursuant to Section 4.10, the Servicer does hereby instruct the
Trustee to apply on _________, ____, which date is a Transfer Date under the
Agreement, Excess Spread and Excess Finance Charge Collections allocated to
Series 1996-4 as set forth below:
<TABLE>
<S> <C>
A) Pursuant to Section 4.10(a):
---------------------------
(1) The amount equal to the Class A Required
Amount, if any, to fund any deficiency
under Section 4.08(a), to be applied in
accordance with, and in the priority set
forth in, subsection 4.10(a)............. $_______
B) To the Principal Account, Pursuant to Section 4.10(b):
-----------------------------------------------------
(1) Aggregate amount of Class A Investor
Charge-Offs not previously reimbursed
pursuant to Section 4.09(a) (to be
treated as Available Principal
Collections)............................. $_______
C) To the Distribution Account for payment to the
----------------------------------------------
Class B Certificateholders, Pursuant to
---------------------------------------
Section 4.10(c):
---------------
(1) Class B Monthly Interest that is due and
unpaid or overdue and unpaid Class B
Monthly Interest, but not available from
Class B Available Funds.................. $_______
(2) Class B Additional Interest that is
overdue and unpaid, but not available
from Class B Available Funds............. $_______
D) To the Servicer, Pursuant to Section 4.10(d).
---------------------------------------------
If neither Chase USA nor any Affiliate thereof
----------------------------------------------
is the Servicer:
---------------
(1) The amount of Class B Servicing Fee for
such monthly period and overdue and
unpaid Class B Servicing Fee not
available from Class B Available Funds... $_______
</TABLE>
B-4
<PAGE>
<TABLE>
<S> <C>
E) Pursuant to Section 4.10(e):
---------------------------
(1) The Class B Investor Default Amount for such
Transfer Date (to be treated as a portion of
Available Principal Collections)............. $_______
F) Pursuant to Section 4.10(f):
---------------------------
(1) The amount by which Class B Investor
Interest has been reduced pursuant to
clauses (c), (d) and (e) of the definition
thereof (to be treated as a portion of
Available Principal Collections)............ $_______
G) To the Distribution Account for payment to the
----------------------------------------------
Collateral Interest Holder, Pursuant to Section 4.10(g):
-------------------------------------------------------
(1) Collateral Monthly Interest and any overdue
and unpaid Collateral Monthly Interest....... $_______
(2) Collateral Additional Interest overdue and
unpaid...................................... $_______
H) Pursuant to Section 4.10(h):
---------------------------
(1) Monthly Investor Servicing Fees that are
due on such Transfer Date and unpaid and
any overdue and unpaid Monthly Investor
Servicing Fees.............................. $_______
I) Pursuant to Section 4.10(i):
---------------------------
(1) The Collateral Default Amount for the prior
Monthly Period (to be treated as a portion of
Available Principal Collections)............. $_______
J) To the Principal Account, Pursuant to Section 4.10(j):
-----------------------------------------------------
(1) The aggregate amount by which the Collateral
Interest has been reduced below the Required
Collateral Interest (to be treated as
Available Principal Collections)............. $_______
</TABLE>
B-5
<PAGE>
<TABLE>
<S> <C>
K) To the Reserve Account, Pursuant to
-----------------------------------
Section 4.10(k):
---------------
(1) The excess, if any, of the Required
Reserve Account Amount over the
Available Reserve Account Amount....... $_______
L) To the Collateral Interest Holder for
-------------------------------------
application, Pursuant to the Loan Agreement
-------------------------------------------
Pursuant to Section 4.10(l):
---------------------------
(1) All other amounts payable under the
Loan Agreement out of Excess Spread
and Excess Finance Change Collections.. $_______
M) Pursuant to Section 4.10(m):
---------------------------
(1) The balance, if any, to be treated as
Shared Excess Finance Charge
Collections and allocated to other
Series in Group I or the Holder of the
Seller Certificate pursuant to
Section 4.12........................... $_______
</TABLE>
III. REALLOCATED PRINCIPAL COLLECTIONS
---------------------------------
Pursuant to Section 4.11, the Servicer does hereby instruct the
Trustee to apply from the Series 1996-4 Collection Subaccount on ________, ____,
which is a Transfer Date under the Agreement, to apply Reallocated Principal
Collections to fund any deficiencies in the Class A Required Amount and the
Class B Required Amount in the following priority.
<TABLE>
<S> <C>
A) Pursuant to Section 4.11(a):
---------------------------
(1) The Class A Required Amount after
applying Excess Spread and Excess
Finance Charge Receivables pursuant to
Section 4.10, to be applied pursuant
to subsections 4.08(a)(i), (ii) and
(iii).................................. $_______
B) Pursuant to Section 4.11(b):
---------------------------
(1) The Class B Required Amount after
applying Excess Spread and Excess
Finance Charge Receivables pursuant to
Section 4.10, to be applied pursuant to
subsections 4.08(b)(i) and (ii)......... $_______
</TABLE>
IV. 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:
B-6
<PAGE>
<TABLE>
<S> <C>
A) The aggregate amount of the Class A Interest
Shortfall......................................... $_______
B) The aggregate amount of the Class B Interest
Shortfall......................................... $_______
C) The aggregate amount of the Collateral Interest
Payment Shortfall................................. $_______
D) The aggregate amount of all accrued and unpaid
Monthly Investor Servicing Fees................... $_______
E) Pursuant to Section 4.10:
------------------------
The aggregate amount of all unreimbursed
Investor Charge Offs...................... $_______
</TABLE>
IN WITNESS WHEREOF, the undersigned has duly executed this certificate
this ____ day of __________, ____.
THE CHASE MANHATTAN BANK (USA),
Servicer
By:
----------------------------
Name:
Title:
B-7
<PAGE>
EXHIBIT C
---------
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
___________________________________
THE CHASE MANHATTAN BANK (USA)
___________________________________
Chase Manhattan Credit Card Master Trust Series 1996-4
___________________________________
For the ____________________ Distribution Date
For ____________________ Monthly Period
___________________________________
Under Section 5.02 of the Pooling and Servicing Agreement dated as of
June 1, 1991 and the Series 1996-4 Supplement dated as of June 1, 1996
(together, the "Agreement") by and between The Chase Manhattan Bank (USA)
("Chase") and Yasuda Bank and Trust Company (U.S.A.), as trustee (the
"Trustee"), Chase, as Servicer, is required to prepare certain information each
month regarding current distributions to Series 1996-4 Certificateholders and
the performance of the Chase Manhattan Credit Card Master Trust (the "Trust")
and the Series 1996-4 Class A Certificates and Series 1996-4 Class B
Certificates during the previous month. The information which is required to be
prepared with respect to the _____________, ____ Distribution Date, the
"Distribution Date") and with respect to the performance of the Trust during the
month of __________, ____ (the "Preceding Monthly Period") is set forth below.
Certain of the information is presented on the basis of an original principal
amount of $1,000 per Series 1996-4 Investor Certificate (a "Certificate").
Certain other information is presented based on the aggregate amounts for the
Trust as a whole. Capitalized terms used in this Certificate have their
respective meanings set forth in the Agreement.
I. INFORMATION REGARDING THE CURRENT MONTHLY DISTRIBUTION
TO THE CLASS A AND CLASS B CERTIFICATEHOLDERS (STATED ON THE BASIS OF
------------
$1,000 ORIGINAL CERTIFICATE PRINCIPAL AMOUNT)
---------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
A) The total amount of the distribution
Principal Funding Account to Series 1996-4
Certificateholders on the Distribution Date
per $1,000 original certificate principal
amount
(1) Class A Certificateholders............. $_______
(2) Class B Certificateholders............. $_______
</TABLE>
C-1
<PAGE>
<TABLE>
<S> <C>
B) The amount of the distribution set forth in
paragraph 1 above in respect of principal
of the 1996-4 Certificates, per $1,000
original certificate principal amount
(1) Class A Certificateholders.............. $_______
(2) Class B Certificateholders.............. $_______
C) The amount of the distribution set forth in
paragraph 1 above in respect of interest on
the 1996-4 Certificates, per $1,000 original
certificate principal amount
(1) Class A Certificates................... $_______
(2) Class B Certificates................... $_______
II. INFORMATION REGARDING THE PERFORMANCE OF THE TRUST
--------------------------------------------------
A) Collections
-----------
(1) The aggregate amount of Collections
processed with respect to Billing
Cycles ending during the preceding
Monthly Period and allocated to the
Series 1996-4 Certificates was equal to. $_______
(2) The Payment Rate with respect to the
preceding Monthly Period was equal to... _______%
For the 2nd Monthly Period (the
preceding Monthly Period), the
monthly payment rate was equal to. _______%
For the 3rd Monthly Period (the
2nd preceding Monthly Period),
the monthly payment rate was
equal to.......................... _______%
(3) The aggregate amount of Collections of
Principal Receivables processed with
respect to Billing Cycles ending
during the preceding Monthly Period
which were allocated in respect of the
Series 1996-4 Certificates............. $_______
(4) The aggregate amount of Collections of
Finance Charge Receivables processed
with respect to Billing Cycles ending
during the preceding Monthly Period
which were allocated in respect of
the Series 1996-4 Certificates.......... $_______
</TABLE>
B) Principal Receivables in the Trust and Allocation Percentages
-------------------------------------------------------------
C-2
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
(1) The aggregate amount of Principal
Receivables in the Trust as of the end of
each Billing Cycle ending in the preceding
Monthly Period (which reflects the
Principal Receivables represented by the
Seller Interest, by the Investor Interest
of Series 1996-4, and by the Investor
Interest of all other outstanding Series). $_______
(2) The Investor Interest as of the last day
of the preceding Monthly Period
(a) Investor Interest................. $_______
(b) Class A Investor Interest......... $_______
(c) Class B Investor Interest......... $_______
(d) Collateral Interest............... $_______
(3) The Investor Interest set forth in
paragraph C(2)(a) above as a percentage of
the aggregate amount of Principal
Receivables set forth in paragraph C(1)
above..................................... _______%
(4) The Class A Investor Interest set forth
in paragraph C(2)(b) above as a
percentage of the aggregate amount of
Principal Receivables set forth in
paragraph C(1) above..................... _______%
(5) The Class B Investor Interest set forth
in paragraph C(2)(c) above as a
percentage of the aggregate amount of
Principal Receivables set forth in
paragraph C(1) above..................... _______%
(6) The Collateral Interest set forth in
paragraph C(2)(d) above as a percentage
of the aggregate amount of Principal
Receivables set forth in paragraph C(1)
above................................... _______%
(7) The Class A Floating Percentage......... _______%
(8) The Class B Floating Percentage......... _______%
(9) The Class B Principal Percentage........ _______%
(10) The Collateral Floating Percentage...... _______%
(11) The Collateral Principal Percentage..... _______%
(12) The Floating Allocation Percentage...... _______%
(13) The Principal Allocation Percentage..... _______%
</TABLE>
C-3
<PAGE>
C) Portfolio Yield and Base Rate
-----------------------------
<TABLE>
<S> <C>
(1) The annualized Portfolio Yield for the
preceding Monthly Period was equal to....... _______%
For the 2nd preceding Monthly Period,
the annualized portfolio yield was
equal to.............................. _______%
For the 3rd preceding Monthly Period,
the annualized portfolio yield was
equal to.............................. _______%
The three month average Portfolio
Yield was equal to.................... _______%
(2) Base Rate for the preceding Monthly Period
was equal to................................ _______%
For the 2nd preceding Monthly Period,
the Base Rate was equal to............ _______%
For the 3rd preceding Monthly Period,
the Base Rate was equal to............ _______%
D) Delinquent Balances
-------------------
</TABLE>
The aggregate amount of outstanding balances in the Accounts which
were delinquent, as of the end of the last day of the related Billing
Cycle which ended during the current Monthly Period by:
<TABLE>
<CAPTION>
Aggregate As a Percentage
Account of Aggregate
Balance Receivables
<S> <C> <C> <C>
(1) up to 29 days: $__________ _________%
(2) 30 - 59 days: $__________ _________%
(3) 60 - 89 days: $__________ _________%
(4) 90 or more days: $__________ _________%
Total: $ %
=========== =========
</TABLE>
C-4
<PAGE>
<TABLE>
<S> <C>
E) Investor Default Amount
-----------------------
(1) The aggregate amount of all defaulted
Principal Receivables written off as
uncollectible with respect to Billing
Cycles ending during the preceding
Monthly Period allocable to the Investor
Interest less Recoveries allocable to
the Investor Interest (the "Series
1996-4 Aggregate Investor Default
Amount")................................ $_______
(2) The portion of the Series 1996-4 Aggregate
Investor Default Amount allocable to the
Class A Investor Interest (the "Class A
Investor Default Amount")................... $_______
(3) The portion of the Series 1996-4 Aggregate
Investor Default Amount allocable to the
Class B Investor Interest (the "Class B
Investor Default Amount")................... $_______
(4) The portion of the Series 1996-4 Aggregate
Investor Default Amount allocable to the
Collateral Investor Interest (the
"Collateral Investor Default Amount")....... $_______
(5) The annualized investor default percentage
((Series 1996-4 Aggregate Investor Default
Amount/Investor Interest) x 12) for the
preceding Monthly Period was equal to....... $_______
For the 2nd preceding Monthly Period,
the annualized investor default
percentage was equal to.............. _______%
For the 3rd preceding Monthly Period,
the annualized investor default
percentage was equal to _______%
F) Investor Charge Offs
-------------------
(1) The aggregate amount of Class A Investor
Charge-Offs for the preceding Monthly Period $_______
(2) The aggregate amount of Class A Investor
Charge-Offs reimbursed on the Transfer
Date immediately preceding the preceding
Distribution Date........................... $_______
(3) The amount of the reimbursed Investor
Charge-Offs set forth inparagraph G(2)
above, per $1,000 original Class A
Certificate principal amount................ $_______
</TABLE>
C-5
<PAGE>
<TABLE>
<S> <C>
(4) The aggregate amount of Class B Investor
Charge-Offs for such Monthly Period......... $_______
(5) The aggregate amount of Class B Investor
Charge-Offs reimbursed on the Transfer Date
immediately preceding such Distribution Date $_______
(6) The amount of the reimbursed Investor
Charge-Offs set forth in paragraph G(3)
above, per $1,000 original Class B
Certificate principal amount............... $_______
(7) The aggregate amount of Investor
Charge-Offs................................ $_______
(8) The aggregate amount of reimbursed Investor
Charge-Offs................................ $_______
G) Shared Excess Finance Charge Collection
---------------------------------------
The aggregate amount of shared Excess
Finance Charge Collection during the
preceding Monthly Period which were allocated
to the Series 1996-4 Certificates............ $_______
H) Shared Principal Collections
----------------------------
The aggregate amount of Shared Principal
Collections during the preceding Monthly
Period which were allocated to the Series
1996-4 Certificates.......................... $_______
I) Reallocated Principal Collections
---------------------------------
(1) Collections of Principal Receivables
allocable to Class B Certificates paid
with respect to Class A Certificates to
make up deficiencies in Class A Required
Amount for any Monthly Period
</TABLE>
C-6
<PAGE>
<TABLE>
<S> <C>
(2) Collections of Principal Receivables
allocable to Collateral Interest paid
with respect to Class B Certificates to
make up deficiencies in Class B Required
Amount.................................. $_______
J) Monthly Investor Servicing Fee
-------------------------------
(1) The amount of the Monthly Investor
Monthly Servicing Fee payable by the
Trust to the Servicer for the preceding
Monthly Period.......................... $_______
(2) The amount of the Class A Monthly
Servicing Fee payable by the Trust to
the Servicer for the preceding Monthly
Period.................................. $_______
(3) The amount of the Class B Monthly
Servicing Fee payable by the Trust to
the Servicer for the preceding Monthly
Period.................................. $_______
(4) The amount of the Collateral Monthly
Servicing Fee payable by the Trust to
the Servicer for the preceding Monthly
Period.................................. $_______
K) Collateral Interest
-------------------
(1) The Available Collateral Interest, as of
the close of Transfer Date for the
preceding Monthly Period was equal to... $_______
L) Required Collateral Interest
----------------------------
(1) The Required Collateral Interest as of
the Transfer Date for the preceding
Monthly Period was equal to............. $_______
III. THE POOL FACTOR
---------------
A) The Pool Factor for the Record Date for the
distribution to be made on the Distribution
Date (which represents the ratio of the
amount of the Investor Interest as of such
Record Date (determined after taking into
account any reduction in the Investor
Interest which will occur on the following
Distribution Date) to the Initial Investor
Interest). The amount of a
Certificateholder's pro rata share of the
Investor Interest can be determined by
multiplying the original denomination of the
Certificateholder's Certificate by the Pool
Factor...................................... $_______
</TABLE>
C-7
<PAGE>
THE CHASE MANHATTAN BANK (USA),
Servicer
By:
-------------------------------
Name:
Title:
C-8
<PAGE>
EXHIBIT D
---------
Schedule 1996-4 to
Monthly Servicer's Certificate
------------------------------
FORM OF SCHEDULE TO MONTHLY SERVICER'S CERTIFICATE
___________________________________
THE CHASE MANHATTAN BANK (USA)
___________________________________
Chase Manhattan Credit Card Master Trust, Series 1996-4
___________________________________
For the ____________________ Determination Date
For the ____________________ Monthly Period
<TABLE>
<CAPTION>
<S> <C>
1. The aggregate amount of Collections processed
during the Billing Cycles which ended during
such Monthly Period (equal to 1(a) plus 1(b))
was equal to................................. $_______
(a) The aggregate amount of Collections of
Finance Charge Receivables collected during the
Billing Cycles which ended during such Monthly
Period (the "Collections of Finance Charge
Receivables") allocated to Series 1996-4 was
equal to......................................... $_______
(b) The aggregate amount of Collections of
Principal Receivables collected during the
Billing Cycles which ended during such Monthly
Period (the "Collections of Principal
Receivables") allocated to Series 1996-4 was
equal to......................................... $_______
(c) The aggregate amount of Collections
deemed to be Collections of Finance Charge
Receivables pursuant to subsection 4.02(b)(i)
during the Billing Cycles which ended during
such Monthly Period relating to Series 1996-4
(the "Estimated Collections of Billed Finance
Charge Receivables") was equal to................ $_______
</TABLE>
D-1
<PAGE>
<TABLE>
<S> <C>
(d) The aggregate amount of Collections
deemed to be Principal Receivables pursuant to
subsection 4.02(b)(i) during the Billing Cycles
which ended during such Monthly Period relating
to Series 1996-4 (the "Estimated Collections of
Billed Principal Receivables") was equal to...... $_______
2. The aggregate amount of funds on deposit in
the Finance Charge Account with respect to Collections
processed [during the Billing Cycles which ended during
such Monthly Period] [during such Monthly Period], and
allocated to Series 1996-4, as of the end of the last
day of such Monthly Period was equal to............... $_______
3. (a) The excess of (i) Collections of Finance
Charge Receivables allocated to Series 1996-4
over (ii) Estimated Collections of Billed Finance
Charge Receivables (1(a)-1(c)), if any, was equal
to $__________ [[of which $__________] [none of
which] will be withdrawn from the Finance Charge
Account and deposited to the Principal
Account/1/]
(b) The excess of (i) Estimated Collections
of Billed Finance Charge Receivables over (ii)
Collections of Finance Charge Receivables
allocated to Series 1996-4 (1(c)-1(a)), if any,
was equal to $__________ [[(of which $__________]
[none of which]] will be withdrawn from the
Principal Account and deposited to the Finance
Charge Account/1/]
</TABLE>
The aggregate amount of funds which will be on deposit in the Finance
Charge Account on the Transfer Date relating to Series 1996-4 following
this Determination Date, after giving effect to the payments and transfers
in Items 3(a) and 3(b), will be $__________
<TABLE>
<S> <C>
4. The aggregate amount of funds on deposit in
the Principal Account with respect to Collections
processed during the Billing Cycles which ended during
such Monthly Period and allocated to Series 1996-4, as
of the end of the last day of such Monthly Period was
equal to.............................................. $_______
</TABLE>
The aggregate amount of funds which will be on deposit in the
Principal Account on the Transfer Date following this Determination Date,
after giving effect to the payments and transfers in Items 3(a) and 3(b),
will be $__________.
The aggregate amount of funds on deposit in the Principal Funding
Account on the Transfer Date following this Determination Date, after
giving effect to the payments and transfers in Items 3(a) and 3(b), will be
$_________.
D-2
<PAGE>
<TABLE>
<S> <C>
5. The aggregate amount of funds on deposit in
the Series 1996-4 Collection Subaccount as of the end
of the last day of such Monthly Period was equal to... $_______
6. The aggregate amount of funds on deposit in
the Retention Subaccount relating to Series 1996-4 as
of the end of the last day of such Monthly Period was
equal to.............................................. $_______
7. (a) The aggregate amount of Interchange to
be deposited to the Collection Account and
allocated to Series 1996-4 on the next
succeeding Transfer Date is equal to............ $_______
(b) The amount of earnings (net of losses
and investment expenses) on funds on deposit in
the Principal Account to be transferred from the
Retention Account to the Finance Charge Account
on the next succeeding Transfer Date is equal
to.............................................. $_______
8. The aggregate amount of [withdrawals]
[payments] required to be made [from] [to] the
[Collection Subaccount relating to the Series 1996-4
Certificates] [the Retention subaccount relating to
the Series 1996-4 Certificates] is equal to........... $_______
9. The sum of all amounts payable to the
Investor Certificateholders of Series 1996-4 on the
Distribution Date in the current Monthly Period is
equal to:
Payable in respect of principal of the
Class A Certificates........................ $________
Payable in respect of interest on the
Class A Certificates........................ $________
Payable in respect of principal of the
Class B Certificates........................ $________
Payable in respect of interest on the
Class B Certificates........................ $________
Payable in respect of principal of the
Collateral Interest......................... $________
Payable in respect of interest on the
Collateral Interest......................... $________
Total....................................... $________
10. [No Series 1996-4 Pay Out Event or Trust
Pay Out Event has occurred.] [The following
[Series 1996-4 Pay Out Event] [Trust Pay Out Event]
has occurred: ______________________________.]
</TABLE>
D-3
<PAGE>
END NOTES
- ---------
1. Applicable to the Monthly Period in which the Conversion Date occurs, and
any Monthly Period thereafter.
D-4
